<PAGE>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

================================================================================

                             BELL MICROPRODUCTS INC.

                 3-3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2024

                              --------------------

                                    INDENTURE

                            DATED AS OF MARCH 5, 2004

                              --------------------

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                   AS TRUSTEE

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                                TABLE OF CONTENTS

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ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE.................................................................     1

         SECTION 1.1.          DEFINITIONS...........................................................................     1
         SECTION 1.2.          OTHER DEFINITIONS.....................................................................     6
         SECTION 1.3.          TRUST INDENTURE ACT PROVISIONS........................................................     7
         SECTION 1.4.          RULES OF CONSTRUCTION.................................................................     8

ARTICLE 2 THE SECURITIES.............................................................................................     8

         SECTION 2.1.          FORM AND DATING.......................................................................     8
         SECTION 2.2.          EXECUTION AND AUTHENTICATION..........................................................    10
         SECTION 2.3.          REGISTRAR, PAYING AGENT AND CONVERSION AGENT..........................................    10
         SECTION 2.4.          PAYING AGENT TO HOLD MONEY IN TRUST...................................................    11
         SECTION 2.5.          SECURITYHOLDER LISTS..................................................................    11
         SECTION 2.6.          TRANSFER AND EXCHANGE.................................................................    11
         SECTION 2.7.          REPLACEMENT SECURITIES................................................................    12
         SECTION 2.8.          OUTSTANDING SECURITIES................................................................    13
         SECTION 2.9.          TREASURY SECURITIES...................................................................    13
         SECTION 2.10.         TEMPORARY SECURITIES..................................................................    14
         SECTION 2.11.         CANCELLATION..........................................................................    14
         SECTION 2.12.         LEGEND; ADDITIONAL TRANSFER AND EXCHANGE REQUIREMENTS.................................    14
         SECTION 2.13.         CUSIP NUMBERS.........................................................................    16

ARTICLE 3 REDEMPTION AND PURCHASE....................................................................................    17

         SECTION 3.1.          TO REDEEM; NOTICE TO TRUSTEE..........................................................    17
         SECTION 3.2.          SELECTION OF SECURITIES TO BE REDEEMED................................................    17
         SECTION 3.3.          NOTICE OF REDEMPTION..................................................................    18
         SECTION 3.4.          EFFECT OF NOTICE OF REDEMPTION........................................................    18
         SECTION 3.5.          DEPOSIT OF REDEMPTION PRICE...........................................................    19
         SECTION 3.6.          SECURITIES REDEEMED IN PART...........................................................    19
         SECTION 3.7.          CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.........................................    19
         SECTION 3.8.          PURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON CHANGE IN CONTROL.................    20
         SECTION 3.9.          EFFECT OF CHANGE IN CONTROL PURCHASE NOTICE...........................................    23
         SECTION 3.10.         DEPOSIT OF CHANGE IN CONTROL PURCHASE PRICE...........................................    23
         SECTION 3.11.         REPAYMENT TO THE COMPANY..............................................................    24
         SECTION 3.12.         PURCHASE OF SECURITIES AT OPTION OF THE HOLDER ON SPECIFIED DATES.....................    24
         SECTION 3.13.         SECURITIES PURCHASED IN PART..........................................................    27
         SECTION 3.14.         COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES...........................    27

ARTICLE 4 CONVERSION ................................................................................................    27

         SECTION 4.1.          CONVERSION PRIVILEGE AND CONVERSION RATE..............................................    27
         SECTION 4.2.          CONVERSION PROCEDURE..................................................................    30
         SECTION 4.3.          FRACTIONAL SHARES.....................................................................    31
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         SECTION 4.4.          TAXES ON CONVERSION...................................................................    31
         SECTION 4.5.          COMPANY TO PROVIDE STOCK..............................................................    32
         SECTION 4.6.          ADJUSTMENT OF CONVERSION RATE.........................................................    32
         SECTION 4.7.          NO ADJUSTMENT.........................................................................    37
         SECTION 4.8.          ADJUSTMENT FOR TAX PURPOSES...........................................................    38
         SECTION 4.9.          NOTICE OF ADJUSTMENT..................................................................    38
         SECTION 4.10.         NOTICE OF CERTAIN TRANSACTIONS........................................................    38
         SECTION 4.11.         EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE ON CONVERSION
                               PRIVILEGE.............................................................................    38
         SECTION 4.12.         TRUSTEE'S DISCLAIMER..................................................................    39
         SECTION 4.13.         VOLUNTARY INCREASE....................................................................    39

ARTICLE 5 [Intentionally Omitted]....................................................................................    40

ARTICLE 6 COVENANTS .................................................................................................    40

         SECTION 6.1.          PAYMENT OF SECURITIES.................................................................    40
         SECTION 6.2.          SEC REPORTS...........................................................................    40
         SECTION 6.3.          COMPLIANCE CERTIFICATES...............................................................    41
         SECTION 6.4.          FURTHER INSTRUMENTS AND ACTS..........................................................    41
         SECTION 6.5.          MAINTENANCE OF CORPORATE EXISTENCE....................................................    41
         SECTION 6.6.          RULE 144A INFORMATION REQUIREMENT.....................................................    41
         SECTION 6.7.          STAY, EXTENSION AND USURY LAWS........................................................    41
         SECTION 6.8.          PAYMENT OF LIQUIDATED DAMAGES.........................................................    42

ARTICLE 7 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.......................................................    42

         SECTION 7.1.          COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS..................................    42
         SECTION 7.2.          SUCCESSOR SUBSTITUTED.................................................................    43

ARTICLE 8 DEFAULT AND REMEDIES.......................................................................................    43

         SECTION 8.1.          EVENTS OF DEFAULT.....................................................................    43
         SECTION 8.2.          ACCELERATION..........................................................................    45
         SECTION 8.3.          OTHER REMEDIES........................................................................    45
         SECTION 8.4.          WAIVER OF DEFAULTS AND EVENTS OF DEFAULT..............................................    45
         SECTION 8.5.          CONTROL BY MAJORITY...................................................................    46
         SECTION 8.6.          LIMITATIONS ON SUITS..................................................................    46
         SECTION 8.7.          RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO CONVERT...................................    46
         SECTION 8.8.          COLLECTION SUIT BY TRUSTEE............................................................    47
         SECTION 8.9.          TRUSTEE MAY FILE PROOFS OF CLAIM......................................................    47
         SECTION 8.10.         PRIORITIES............................................................................    47
         SECTION 8.11.         UNDERTAKING FOR COSTS.................................................................    48

ARTICLE 9 TRUSTEE ...................................................................................................    48

         SECTION 9.1.          DUTIES OF TRUSTEE.....................................................................    48
         SECTION 9.2.          RIGHTS OF TRUSTEE.....................................................................    49
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         SECTION 9.3.          INDIVIDUAL RIGHTS OF TRUSTEE..........................................................    50
         SECTION 9.4.          TRUSTEE'S DISCLAIMER..................................................................    50
         SECTION 9.5.          NOTICE OF DEFAULT OR EVENTS OF DEFAULT................................................    50
         SECTION 9.6.          REPORTS BY TRUSTEE TO HOLDERS.........................................................    50
         SECTION 9.7.          COMPENSATION AND INDEMNITY............................................................    50
         SECTION 9.8.          REPLACEMENT OF TRUSTEE................................................................    51
         SECTION 9.9.          SUCCESSOR TRUSTEE BY MERGER, ETC......................................................    52
         SECTION 9.10.         ELIGIBILITY; DISQUALIFICATION.........................................................    52
         SECTION 9.11.         PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.....................................    52

ARTICLE 10 SATISFACTION AND DISCHARGE OF INDENTURE...................................................................    53

         SECTION 10.1.         SATISFACTION AND DISCHARGE OF INDENTURE...............................................    53
         SECTION 10.2.         APPLICATION OF TRUST MONEY............................................................    54
         SECTION 10.3.         REPAYMENT TO COMPANY..................................................................    54
         SECTION 10.4.         REINSTATEMENT.........................................................................    54

ARTICLE 11 AMENDMENTS, SUPPLEMENTS AND WAIVERS.......................................................................    55

         SECTION 11.1.         WITHOUT CONSENT OF HOLDERS............................................................    55
         SECTION 11.2.         WITH CONSENT OF HOLDERS...............................................................    55
         SECTION 11.3.         COMPLIANCE WITH TRUST INDENTURE ACT...................................................    56
         SECTION 11.4.         REVOCATION AND EFFECT OF CONSENTS.....................................................    56
         SECTION 11.5.         NOTATION ON OR EXCHANGE OF SECURITIES.................................................    57
         SECTION 11.6.         TRUSTEE TO SIGN AMENDMENTS, ETC.......................................................    57
         SECTION 11.7.         EFFECT OF SUPPLEMENTAL INDENTURES.....................................................    57

ARTICLE 12 [Intentionally Omitted]...................................................................................    57

ARTICLE 13 SUBORDINATION.............................................................................................    57

         SECTION 13.1.         AGREEMENT TO SUBORDINATE..............................................................    57
         SECTION 13.2.         LIQUIDATION; DISSOLUTION; BANKRUPTCY..................................................    58
         SECTION 13.3.         DEFAULT ON DESIGNATED SENIOR INDEBTEDNESS.............................................    58
         SECTION 13.4.         ACCELERATION OF SECURITIES............................................................    59
         SECTION 13.5.         WHEN DISTRIBUTION MUST BE PAID OVER...................................................    59
         SECTION 13.6.         NOTICE BY THE COMPANY.................................................................    60
         SECTION 13.7.         SUBROGATION...........................................................................    60
         SECTION 13.8.         RELATIVE RIGHTS.......................................................................    60
         SECTION 13.9.         SUBORDINATION MAY NOT BE IMPAIRED BY THE COMPANY......................................    60
         SECTION 13.10.        DISTRIBUTION OR NOTICE TO REPRESENTATIVE..............................................    61
         SECTION 13.11.        RIGHTS OF TRUSTEE AND PAYING AGENT....................................................    61

ARTICLE 14 MISCELLANEOUS.............................................................................................    61

         SECTION 14.1.         TRUST INDENTURE ACT CONTROLS..........................................................    61
         SECTION 14.2.         NOTICES...............................................................................    61
         SECTION 14.3.         COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS..........................................    62
         SECTION 14.4.         CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT....................................    62
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                                TABLE OF CONTENTS
                                  (CONTINUED)

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SECTION 14.5.         RECORD DATE FOR VOTE OR CONSENT OF SECURITYHOLDERS....................................    63
SECTION 14.6.         RULES BY TRUSTEE, PAYING AGENT, REGISTRAR AND CONVERSION AGENT........................    63
SECTION 14.7.         LEGAL HOLIDAYS........................................................................    63
SECTION 14.8.         GOVERNING LAW.........................................................................    63
SECTION 14.9.         NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.........................................    64
SECTION 14.10.        NO RECOURSE AGAINST OTHERS............................................................    64
SECTION 14.11.        SUCCESSORS............................................................................    64
SECTION 14.12.        MULTIPLE COUNTERPARTS.................................................................    64
SECTION 14.13.        SEPARABILITY..........................................................................    64
SECTION 14.14.        TABLE OF CONTENTS, HEADINGS, ETC......................................................    64
</TABLE>

                                      -iv-

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
 TIA                                                                                          INDENTURE
SECTION                                                                                        SECTION
-------                                                                                        -------
<S>                                                                                           <C>
Section           310.......................................................................    14.1
                  310(a)(1).................................................................    9.10
                  (a)(2)....................................................................    9.10
                  (a)(3)....................................................................    N.A.**
                  (a)(4)....................................................................    N.A.
                  (a)(5)....................................................................    9.10
                  (b).......................................................................    9.10
                  (c).......................................................................    N.A.
Section           311.......................................................................    14.1
                  311(a)....................................................................    9.11
                  (b).......................................................................    9.11
                  (c).......................................................................    N.A.
Section           312.......................................................................    14.1
                  (a).......................................................................    N.A.
                  (b).......................................................................    14.3
                  (c).......................................................................    14.3
Section           313.......................................................................    14.1
                  313(a)....................................................................    9.6(a)
                  (b)(1)....................................................................    N.A.
                  (b)(2)....................................................................    9.6(a)
                  (c).......................................................................    9.6(a)
                  (d).......................................................................    N.A.
Section           314.......................................................................    14.1
                  314(a)....................................................................    N.A.
                  (b).......................................................................    12.1(g)
                  (c)(1)....................................................................    N.A.
                  (c)(2)....................................................................    N.A.
                  (c)(3)....................................................................    N.A.
                  (d).......................................................................    12.1(f)
                  (e).......................................................................    N.A.
                  (f).......................................................................    N.A.
Section           315.......................................................................    14.1
Section           316.......................................................................    14.1
Section           317.......................................................................    14.1
Section           318(c) ...................................................................    14.1
</TABLE>

----------------
*        This Cross-Reference Table shall not, for any purpose, be deemed a part
         of this Indenture.

**       N.A. means Not Applicable.

                                      -v-

<PAGE>

         THIS INDENTURE dated as of March 5, 2004 is between Bell Microproducts
Inc., a corporation duly organized under the laws of the State of California
(the "Company"), and Wells Fargo Bank, National Association, a national banking
association organized and existing under the laws of the United States, as
Trustee (the "Trustee").

         In consideration of the purchase of the Securities (as defined herein)
by the Holders thereof, both parties agree as follows for the benefit of the
other and for the equal and ratable benefit of the Holders of the Company's
3-3/4% Convertible Subordinated Notes Due 2024.

                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.1. DEFINITIONS.

         "Affiliate" means, with respect to any specified person, any other
person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified person. For the purposes of this
definition, "control" when used with respect to any person means the power to
direct the management and policies of such person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Agent" means any Registrar, Paying Agent or Conversion Agent.

         "Applicable Procedures" means, with respect to any transfer or exchange
of beneficial ownership interests in a Global Security, the rules and procedures
of the Depositary, in each case to the extent applicable to such transfer or
exchange.

         "Board of Directors" means either the board of directors of the Company
or any committee of the Board of Directors authorized to act for it with respect
to this Indenture.

         "Business Day" means each day that is not a Legal Holiday.

         "Capital Stock" or "capital stock" of any Person means any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in (however designated) equity of such Person,
but excluding any debt securities convertible into such equity.

         "Cash" or "cash" means such coin or currency of the United States as at
any time of payment is legal tender for the payment of public and private debts.

         "Certificated Security" means a Security that is in substantially the
form attached hereto as Exhibit A and that does not include the information or
the schedule called for by footnotes 1 and 3 thereof.

         "Closing Time" has the meaning specified in the Purchase Agreement.

         "Common Stock" means the common stock of the Company, $0.01 par value
per share, as it exists on the date of this Indenture and any shares of any
class or classes of capital stock of the Company resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or

                                      -1-

<PAGE>

of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and which are not subject to redemption
by the Company; provided, however, that if at any time there shall be more than
one such resulting class, the shares of each such class then so issuable on
conversion of Securities shall be substantially in the proportion which the
total number of shares of such class resulting from all such reclassifications
bears to the total number of shares of all such classes resulting from all such
reclassifications.

         "Company" means the party named as such in the first paragraph of this
Indenture until a successor replaces it pursuant to the applicable provisions of
this Indenture, and thereafter "Company" shall mean such successor Company.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered
which office at the date of the execution of this Indenture is located at MAC
N9303-120, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,
Attention: Corporate Trust Administration (Bell Microproducts Inc. -- 3-3/4%
Convertible Subordinated Notes Due 2024) or at any other time at such other
address as the Trustee may designate from time to time by notice to the Company.

         "Date of Delivery" has the meaning specified in the Purchase Agreement.

         "Default" or "default" means, when used with respect to the Securities,
any event which is or, after notice or passage of time or both, would be an
Event of Default.

         "Designated Senior Indebtedness" means the Company's obligations under
any particular senior indebtedness that expressly provides that such senior
indebtedness shall be "Designated Senior Indebtedness" for purposes of this
Indenture (provided that the instrument, agreement or other document may place
limitations and conditions on the right of senior indebtedness to exercise the
rights of Designated Senior Indebtedness).

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, as in effect from time to
time.

         "Final Maturity Date" means March 5, 2024.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the date of this Indenture, including those
set forth in (1) the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants, (2) the
statements and pronouncements of the Financial Accounting Standards Board, (3)
such other statements by such other entity as approved by a significant segment
of the accounting profession and (4) the rules and regulations of the SEC
governing the inclusion of financial statements (including pro forma financial
statements) in registration statements filed under the Securities Act and
periodic reports required to be filed pursuant to Section 13 of the Exchange
Act, including opinions and pronouncements in staff accounting bulletins and
similar written statements from the accounting staff of the SEC.

         "Global Security" means a permanent global security that is in
substantially the form attached hereto as Exhibit A and that includes the
information and schedule called for by footnotes 1 and 3 thereof and which is
deposited with the Depositary or its custodian and registered in the name of the
Depositary or its nominee.

                                      -2-

<PAGE>

         "Holder" or "Securityholder" means the person in whose name a Security
is registered on the Primary Registrar's books.

         "indebtedness" means, with respect to any person, without duplication:

         (1)      all indebtedness, obligations and other liabilities,
                  contingent or otherwise of such person:

                  (a)      for borrowed money, including obligations in respect
                           of overdrafts, foreign exchange contracts, currency
                           exchange agreements, interest rate protection
                           agreements, and any loans or advances from financial
                           institutions, whether or not evidenced by notes or
                           similar instruments, or

                  (b)      evidenced by bonds, debentures, notes or similar
                           instruments, whether or not the recourse of the
                           holder is to all of such person's assets or to only a
                           portion thereof, other than any trade payable
                           incurred in the ordinary course of business in
                           connection with the obtaining of materials or
                           services.

         (2)      all of such person's reimbursement obligations and other
                  liabilities, contingent or otherwise, with respect to letters
                  of credit, bank guarantees or bankers' acceptances,

         (3)      all of such person's obligations and liabilities, contingent
                  or otherwise, in respect of leases required, in conformity
                  with GAAP, to be accounted for as capitalized lease
                  obligations on such person's balance sheet, or under other
                  leases for facilities, equipment or related assets, whether or
                  not capitalized, entered into or leased for financing
                  purposes,

         (4)      all of such person's obligations and other liabilities,
                  contingent or otherwise, under any lease or related document,
                  including a purchase agreement, in connection with the lease
                  of real property or improvements thereon (or any personal
                  property included as part of any such lease) which provides
                  that such person is contractually obligated to purchase or
                  cause a third party to purchase the leased property and
                  thereby guarantee a residual value of leased property to the
                  lessor and all of such person's obligations under such lease
                  or related document to purchase or to cause a third party to
                  purchase the leased property (whether or not such lease
                  transaction is characterized as an operating lease or a
                  capitalized lease in accordance with GAAP),

         (5)      all of such person's obligations, contingent or otherwise,
                  with respect to an interest rate, currency or other swap, cap,
                  floor or collar agreement, hedge agreement, forward contract,
                  or other similar instrument or agreement or foreign currency
                  hedge, exchange, purchase or similar instrument or agreement.

         (6)      all of such person's direct or indirect guaranties or similar
                  agreements to purchase or otherwise acquire or otherwise
                  assure a creditor against loss in respect of indebtedness,
                  obligations or liabilities of another person of the kind
                  described in clauses (1) through (5),

         (7)      any indebtedness or other obligations described in clauses (1)
                  through (6) secured by any mortgage, pledge, lien or other
                  encumbrance existing on property which is owned or held by
                  such person, regardless of whether the indebtedness or other
                  obligation secured thereby has been assumed by such person,
                  and

                                      -3-

<PAGE>

         (8)      any and all deferrals, renewals, extensions and refundings of,
                  or amendments, modifications or supplements to, any
                  indebtedness, obligation or liability of the kind described in
                  clauses (1) through (7).

         "Indenture" means this Indenture as amended or supplemented from time
to time pursuant to the terms of this Indenture.

         "Initial Purchasers" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Raymond James & Associates, Inc.

         "Interest Payment Date" means March 5 and September 5 of each year.

         "Liquidated Damages" has the meaning specified in the Registration
Rights Agreement. All references herein to interest accrued or payable as of any
date shall include any Liquidated Damages accrued or payable as of such date as
provided in the Registration Rights Agreement.

         "Officer" means the Chairman or any Co-Chairman of the Board, any Vice
Chairman of the Board, the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Controller, the Secretary, any
Assistant Controller or any Assistant Secretary of the Company.

         "Officers' Certificate" means a certificate signed by two Officers;
provided, however, that for purposes of Sections 4.11 and 6.3, "Officers'
Certificate" means a certificate signed by the principal executive officer,
principal financial officer or principal accounting officer of the Company and
by one other Officer.

         "Opinion of Counsel" means a written opinion from legal counsel. The
counsel may be an employee of or counsel to the Company or the Trustee.

         "Non-Payment Default" means any event of default with respect to any
Designated Senior Indebtedness other than any Payment Default pursuant to which
the maturity thereof may be accelerated.

         "Payment Default" shall mean a default in payment, whether at scheduled
maturity, upon scheduled installment, by acceleration or otherwise, of
principal, or premium, if any, or interest on senior indebtedness beyond any
applicable grace period.

         "Permitted Junior Securities" means any equity securities of the
Company or any successor obligor.

         "Person" or "person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.

         "Principal" or "principal" of a debt security, including the
Securities, means the principal of the security plus, when appropriate, the
premium, if any, on the security.

         "Redemption Date" when used with respect to any Security to be
redeemed, means the date fixed by the Company for such redemption pursuant to
this Indenture, as set forth in the form of Security annexed as Exhibit A
hereto.

         "Redemption Price" when used with respect to any Security to be
redeemed, means the price fixed for such redemption pursuant to this Indenture,
as set forth in the form of Security annexed as Exhibit A hereto.

                                      -4-

<PAGE>

         "Registration Rights Agreement" means the Registration Rights Agreement
dated, as of March 5, 2004, between the Company and the Initial Purchasers.

         "Regular Record Date" means, with respect to each Interest Payment
Date, February 20 or August 20, as the case may be, next preceding such Interest
Payment Date.

         "Regulation S" means Regulation S under the Securities Act or any
successor for such Rule.

         "Restricted Global Security" means a Global Security that is a
Restricted Security.

         "Restricted Security" means a Security required to bear the restricted
legend set forth in the form of Security set forth in Exhibit A of this
Indenture.

         "Rule 144" means Rule 144 under the Securities Act or any successor to
such Rule.

         "Rule 144A" means Rule 144A under the Securities Act or any successor
to such Rule.

         "SEC" means the Securities and Exchange Commission.

         "Securities" means the 3-3/4% Convertible Subordinated Notes due 2024
or any of them (each, a "Security"), as amended or supplemented from time to
time, that are issued under this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, as in effect from time to time.

         "Securities Custodian" means the Trustee, as custodian with respect to
the Securities in global form, or any successor thereto.

         "senior indebtedness" means any existing and future indebtedness of the
Company, unless by the terms of the instrument creating or evidencing such
indebtedness, such indebtedness is expressly designated equal or junior in right
of payment to the Securities. Notwithstanding the foregoing, "senior
indebtedness" shall not include: (i) indebtedness evidenced by the Securities;
(ii) indebtedness of the Company to any Subsidiary of the Company or any other
affiliate of the Company or any of such affiliate's subsidiaries; and (iii) any
of the Company's trade payables.

         "Significant Subsidiary" means, in respect of any Person, a Subsidiary
of such Person that would constitute a "significant subsidiary" as such term is
defined under Rule 1-02 of Regulation S-X under the Securities Act and the
Exchange Act.

         "Subsidiary" means, in respect of any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers, general partners or
trustees thereof is at the time owned or controlled, directly or indirectly, by
(i) such Person; (ii) such Person and one or more Subsidiaries of such Person;
or (iii) one or more Subsidiaries of such Person.

         "TIA" means the Trust Indenture Act of 1939, as amended, and the rules
and regulations thereunder as in effect on the date of this Indenture, except as
provided in Section 11.3, and except to the extent any

                                      -5-

<PAGE>

amendment to the Trust Indenture Act expressly provides for application of the
Trust Indenture Act as in effect on another date.

         "Trading Day" means (i) if the Common Stock is quoted on the Nasdaq
National Market or any other system of automated dissemination of quotations of
securities prices, days on which trades may be effected through such system,
(ii) if the Common Stock is listed or admitted for trading on any national or
regional securities exchange, days on which such national or regional securities
exchange is open for business, or (iii) if the Common Stock is not listed on a
national or regional securities exchange or quoted on the Nasdaq National Market
or any other system of automated dissemination of quotation of securities
prices, days on which the Common Stock is traded regular way in the
over-the-counter market and for which a closing bid and a closing asked price
for the Common Stock are available.

         "Trustee" means the party named as such in the first paragraph of this
Indenture until a successor replaces it in accordance with the provisions of
this Indenture, and thereafter means the successor.

         "Trust Officer" means, with respect to the Trustee, any officer
assigned to the Corporate Trust Office, and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.

         "Unrestricted Certificated Security" means a Certificated Security that
is not a Restricted Security.

         "Unrestricted Global Security" means a Global Security that is not a
Restricted Security.

         "Vice President" when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

         "Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

         SECTION 1.2. OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                              TERM                                                  DEFINED IN SECTION
                                              ----                                                  ------------------
<S>                                                                                                 <C>
"Agent Members"..............................................................................              2.1
"applicable share price".....................................................................              4.1
"Bankruptcy Law".............................................................................              8.1
"Change in Control"..........................................................................              3.8
"Change in Control Purchase Date"............................................................              3.8
"Change in Control Purchase Notice"..........................................................              3.8
"Change in Control Purchase Price"...........................................................              3.8
"Closing Price"..............................................................................              4.6
"Company Order"..............................................................................              2.2
"Company Put Right Notice" ..................................................................             3.12
"Conversion Agent"...........................................................................              2.3
"Conversion Date"............................................................................              4.2
"Conversion Price"...........................................................................              4.1
"Conversion Rate"............................................................................              4.1
"Conversion Value"...........................................................................              4.1
</TABLE>

                                      -6-

<PAGE>

<TABLE>
<CAPTION>
                                              TERM                                                  DEFINED IN SECTION
                                              ----                                                  ------------------
<S>                                                                                                 <C>
"Current Market Price".......................................................................              4.6
"Custodian"..................................................................................              8.1
"DTC"........................................................................................              2.1
"Depositary".................................................................................              2.1
"Determination Date".........................................................................              4.6
"Distributed Securities" ....................................................................              4.6
"Distribution Notice"........................................................................              4.1
"Event of Default"...........................................................................              8.1
"Exchange Act"...............................................................................              3.8
"Expiration Date"............................................................................              4.6
"Expiration Time"............................................................................              4.6
"Legal Holiday"..............................................................................             14.7
"Legend" ....................................................................................             2.12
"Merger Notice"..............................................................................              4.1
"Notice of Default"..........................................................................              8.1
"Paying Agent"...............................................................................              2.3
"Payment Blockage Period.....................................................................             13.3
"Principal Value Conversion".................................................................              4.1
"Primary Registrar"..........................................................................              2.3
"Purchase Agreement".........................................................................              2.1
"Purchased Shares"...........................................................................              4.6
"Put Right Purchase Date" ...................................................................             3.12
"Put Right Purchase Notice" .................................................................             3.12
"Put Right Purchase Price" ..................................................................             3.12
"QIB"........................................................................................              2.1
"Registrar"..................................................................................              2.3
"Rights".....................................................................................              4.6
"Rights Plan"................................................................................              4.6
"Spinoff Securities".........................................................................              4.6
"Spinoff Valuation Period....................................................................              4.6
"tender offer"...............................................................................              4.6
"Trading Price"..............................................................................              4.1
"trading price condition"....................................................................              4.1
"Trigger Event" .............................................................................              4.6
"Triggering Distribution"....................................................................              4.6
</TABLE>

         SECTION 1.3. TRUST INDENTURE ACT PROVISIONS.

         Whenever this Indenture refers to a provision of the TIA, that
provision is incorporated by reference in and made a part of this Indenture.
This Indenture shall also include those provisions of the TIA required to be
included herein by the provisions of the Trust Indenture Reform Act of 1990. The
following TIA terms used in this Indenture have the following meanings:

         "indenture securities" means the Securities;

         "indenture security holder" means a Securityholder;

                                      -7-

<PAGE>

         "indenture to be qualified" means this Indenture;

         "indenture trustee" or "institutional trustee" means the Trustee; and
"obligor" on the indenture securities means the Company or any other obligor on
the Securities.

         All other terms used in this Indenture that are defined in the TIA,
defined by TIA reference to another statute or defined by any SEC rule and not
otherwise defined herein have the meanings assigned to them therein.

         SECTION 1.4. RULES OF CONSTRUCTION.

         (a)      Unless the context otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;

                  (3) words in the singular include the plural, and words in the
plural include the singular;

                  (4) provisions apply to successive events and transactions;

                  (5) the term "merger" includes a statutory share exchange and
the term "merged" has a correlative meaning;

                  (6) the masculine gender includes the feminine and the neuter;

                  (7) references to agreements and other instruments include
subsequent amendments thereto; and

                  (8) "herein," "hereof" and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other
subdivision.

                                    ARTICLE 2
                                 THE SECURITIES

         SECTION 2.1. FORM AND DATING.

         The Securities and the Trustee's certificate of authentication shall be
substantially in the respective forms set forth in Exhibit A, which Exhibit is
incorporated in and made part of this Indenture. The Securities may have
notations, legends or endorsements required by law, stock exchange rule or
usage. The Company shall provide any such notations, legends or endorsements to
the Trustee in writing. Each Security shall be dated the date of its
authentication. The Securities are being offered and sold by the Company
pursuant to a Purchase Agreement dated March 1, 2004 (the "Purchase Agreement")
between the Company and the Initial Purchasers, in transactions exempt from, or
not subject to, the registration requirements of the Securities Act.

         (a)      Restricted Global Securities. All of the Securities are
initially being offered and sold to qualified institutional buyers as defined in
Rule 144A (collectively, "QIBs" or individually, each a "QIB") in

                                      -8-

<PAGE>

reliance on Rule 144A under the Securities Act and shall be issued initially in
the form of one or more Restricted Global Securities, which shall be deposited
on behalf of the purchasers of the Securities represented thereby with the
Trustee, at its Corporate Trust Office, as custodian for the depositary, The
Depository Trust Company ("DTC", and such depositary, or any successor thereto,
being hereinafter referred to as the "Depositary"), and registered in the name
of its nominee, Cede & Co. (or any successor thereto), for the accounts of
participation in the Depositary duly executed by the Company and authenticated
by the Trustee as hereinafter provided. The aggregate principal amount of the
Restricted Global Securities may from time to time be increased or decreased by
adjustments made on the records of the Securities Custodian as hereinafter
provided, subject in each case to compliance with the Applicable Procedures.

         (b)      Global Securities In General. Each Global Security shall
represent such of the outstanding Securities as shall be specified therein and
each shall provide that it shall represent the aggregate amount of outstanding
Securities from time to time endorsed thereon and that the aggregate amount of
outstanding Securities represented thereby may from time to time be reduced or
increased, as appropriate, to reflect replacements, exchanges, purchases,
redemptions, or conversions of such Securities. Any adjustment of the aggregate
principal amount of a Global Security to reflect the amount of any increase or
decrease in the amount of outstanding Securities represented thereby shall be
made by the Trustee in accordance with instructions given by the Holder thereof
as required by Section 2.12 hereof and shall be made on the records of the
Trustee and the Depositary.

         Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary or under the Global Security, and the Depositary
(including, for this purpose, its nominee) may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner and
Holder of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall (1) prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or (2)
impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.

         (c)      Book Entry Provisions. The Company shall execute and the
Trustee shall, in accordance with this Subsection 2.1(c), authenticate and
deliver initially one or more Global Securities that (1) shall be registered in
the name of the Depositary or its nominee, (2) shall be delivered by the Trustee
to the Depositary or pursuant to the Depositary's instructions and (3) shall
bear legends substantially to the following effect:

         "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY TO BELL MICROPRODUCTS INC. OR ITS AGENT
         FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
         ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
         IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
         COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
         ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
         DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
         VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
         OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A
         GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
         REFERRED TO AND IS REGISTERED IN THE NAME OF A

                                      -9-

<PAGE>

         DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR
         SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY
         OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
         INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
         SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED
         EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR
         BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
         THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
         DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY."

         SECTION 2.2. EXECUTION AND AUTHENTICATION.

         (a)      The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $110,000,000
except as provided in Sections 2.6, 2.7 and 2.10.

         (b)      An Officer shall sign the Securities for the Company by manual
or facsimile signature attested by the manual or facsimile signature of the
Secretary or an Assistant Secretary of the Company. Typographic and other minor
errors or defects in any such facsimile signature shall not affect the validity
or enforceability of any Security which has been authenticated and delivered by
the Trustee.

         (c)      If an Officer whose signature is on a Security no longer holds
that office at the time the Trustee authenticates the Security, the Security
shall be valid nevertheless.

         (d)      A Security shall not be valid until an authorized signatory of
the Trustee manually signs the certificate of authentication on the Security.
The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.

         (e)      The Trustee shall authenticate and make available for delivery
Securities for original issue in the aggregate principal amount of up to
$110,000,000 upon receipt of a written order or orders of the Company signed by
two Officers of the Company (a "Company Order"). The Company Order shall specify
the amount of Securities to be authenticated, shall provide that all such
Securities will be represented by a Restricted Global Security and the date on
which each original issue of Securities is to be authenticated.

         (f)      The Trustee shall act as the initial authenticating agent.
Thereafter, the Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent shall have the same rights as an Agent to deal with the
Company or an Affiliate of the Company.

         (g)      The Securities shall be issuable only in registered form
without coupons and only in denominations of $1,000 principal amount and any
integral multiple thereof.

         SECTION 2.3. REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

         (a)      The Company shall maintain one or more offices or agencies
where Securities may be presented for registration of transfer or for exchange
(each, a "Registrar"), one or more offices or agencies where Securities may be
presented for payment (each, a "Paying Agent"), one or more offices or

                                      -10-

<PAGE>

agencies where Securities may be presented for conversion (each, a "Conversion
Agent") and one or more offices or agencies where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Company will at all times maintain a Paying Agent, Conversion Agent, Registrar
and an office or agency where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served in the Borough of
Manhattan, The City of New York. One of the Registrars (the "Primary Registrar")
shall keep a register of the Securities and of their transfer and exchange.

         (b)      The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall notify
the Trustee of the name and address of any Agent not a party to this Indenture.
If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or
agent for service of notices and demands in any place required by this
Indenture, or fails to give the foregoing notice, the Trustee shall act as such.
The Company or any Affiliate of the Company may act as Paying Agent (except for
the purposes of Section 6.1 and Article 10).

         (c)      The Company hereby initially designates the Trustee as Paying
Agent, Registrar, Custodian (as defined in Section 8.1) and Conversion Agent,
and each of the Corporate Trust Office of the Trustee and the office or agency
of the Trustee, in the Borough of Manhattan, The City of New York, one such
office or agency of the Company for each of the aforesaid purposes.

         SECTION 2.4. PAYING AGENT TO HOLD MONEY IN TRUST.

         Prior to 11:00 a.m., New York City time, on each due date of the
principal of, or interest, on any Securities, the Company shall deposit with a
Paying Agent a sum sufficient to pay such principal or interest, so becoming
due. Subject to Section 10.2, a Paying Agent shall hold in trust for the benefit
of Securityholders or the Trustee all money held by the Paying Agent for the
payment of principal of, or interest, on the Securities, and shall notify the
Trustee of any default by the Company (or any other obligor on the Securities)
in making any such payment. If the Company or an Affiliate of the Company acts
as Paying Agent, it shall, before 11:00 a.m., New York City time, on each due
date of the principal of, or interest, on any Securities, segregate the money
and hold it as a separate trust fund. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee, and the Trustee may at
any time during the continuance of any default, upon written request to a Paying
Agent, require such Paying Agent to pay forthwith to the Trustee all sums so
held in trust by such Paying Agent. Upon doing so, the Paying Agent (other than
the Company) shall have no further liability for the money.

         SECTION 2.5. SECURITYHOLDER LISTS.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is not the Primary Registrar, the Company shall
furnish to the Trustee on or before each semiannual Interest Payment Date and at
such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses
of Securityholders.

         SECTION 2.6. TRANSFER AND EXCHANGE.

         (a)      Subject to compliance with any applicable additional
requirements contained in Section 2.12, when a Security is presented to a
Registrar with a request to register a transfer thereof or to exchange such
Security for an equal principal amount of Securities of other authorized
denominations, the Registrar shall register the transfer or make the exchange as
requested; provided, however, that every Security presented or

                                      -11-

<PAGE>

surrendered for registration of transfer or exchange shall be duly endorsed or
accompanied by an assignment form and, if applicable, a transfer certificate
each in the form included in Exhibit A, and in form satisfactory to the
Registrar duly executed by the Holder thereof or its attorney duly authorized in
writing. To permit registration of transfers and exchanges, upon surrender of
any Security for registration of transfer or exchange at an office or agency
maintained pursuant to Section 2.3, the Company shall execute and the Trustee
shall authenticate Securities of a like aggregate principal amount at the
Registrar's request. Any exchange or transfer shall be without charge, except
that the Company or the Registrar may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto, and provided, that this sentence shall not apply to any exchange
pursuant to Section 2.10, 2.12(a), 3.6, 3.13, 4.2(e) or 11.5.

         (b)      Neither the Company, any Registrar nor the Trustee shall be
required to exchange or register a transfer of (1) any Securities for a period
of 15 days next preceding mailing of a notice of Securities to be redeemed, (2)
any Securities or portions thereof selected or called for redemption (except in
the case of redemption of a Security in part, the portion thereof not to be
redeemed) or (3) any Securities or portions thereof in respect of which a Change
in Control Purchase Notice has been delivered and not withdrawn by the Holder
thereof (except, in the case of the purchase of a Security in part, the portion
thereof not to be purchased).

         (c)      All Securities issued upon any transfer or exchange of
Securities shall be valid obligations of the Company, evidencing the same debt
and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such transfer or exchange.

         (d)      Any Registrar appointed pursuant to Section 2.3 hereof shall
provide to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities upon transfer or
exchange of Securities.

         (e)      Each Holder of a Security agrees to indemnify the Company and
the Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States federal or state securities law.

         (f)      The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Security (including any transfers between or among Agent Members
or other beneficial owners of interests in any Global Security) other than to
require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

         SECTION 2.7. REPLACEMENT SECURITIES.

         (a)      If any mutilated Security is surrendered to the Company, a
Registrar or the Trustee, or the Company, a Registrar and the Trustee receive
evidence to their satisfaction of the destruction, loss or theft of any
Security, and there is delivered to the Company, the applicable Registrar and
the Trustee such security or indemnity as will be required by them to save each
of them harmless, then, in the absence of notice to the Company, such Registrar
or the Trustee that such Security has been acquired by a bona fide purchaser,
the Company shall execute, and upon its written request the Trustee shall
authenticate and deliver, in exchange

                                      -12-

<PAGE>

for any such mutilated Security or in lieu of any such destroyed, lost or stolen
Security, a new Security of like tenor and principal amount, bearing a number
not contemporaneously outstanding.

         (b)      In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, or is about to be purchased,
redeemed or by the Company pursuant to Article 3, the Company in its discretion
may, instead of issuing a new Security, pay, redeem, or purchase such Security,
as the case may be.

         (c)      Upon the issuance of any new Securities under this Section
2.7, the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the reasonable fees and expenses of the Trustee
or the Registrar) in connection therewith.

         (d)      Every new Security issued pursuant to this Section 2.7 in lieu
of any mutilated, destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or not the
mutilated, destroyed, lost or stolen Security shall be at any time enforceable
by anyone, and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

         (e)      The provisions of this Section 2.7 are (to the extent lawful)
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.

         SECTION 2.8. OUTSTANDING SECURITIES.

         (a)      Securities outstanding at any time are all Securities
authenticated by the Trustee, except for those canceled by it, those redeemed or
purchased pursuant to Article 3, those converted pursuant to Article 4, those
delivered to the Trustee for cancellation or surrendered for transfer or
exchange and those described in this Section 2.8 as not outstanding.

         (b)      If a Security is replaced pursuant to Section 2.7, it ceases
to be outstanding unless the Company receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

         (c)      If a Paying Agent (other than the Company or an Affiliate of
the Company) holds in respect of the outstanding Securities on a Redemption
Date, a Change in Control Purchase Date or the Final Maturity Date money
sufficient to pay the principal of (including premium, if any) and accrued
interest on Securities (or portions thereof) payable on that date, then on and
after such Redemption Date, Change in Control Purchase Date, or the Final
Maturity Date, as the case may be, such Securities (or portions thereof, as the
case may be) shall cease to be outstanding and interest on them shall cease to
accrue; provided that if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision thereof
satisfactory to the Trustee has been made.

         (d)      Subject to the restrictions contained in Section 2.9, a
Security does not cease to be outstanding because the Company or an Affiliate of
the Company holds the Security.

         SECTION 2.9. TREASURY SECURITIES.

         In determining whether the Holders of the required principal amount of
Securities have concurred in any notice, direction, waiver or consent,
Securities owned by the Company or any other obligor on the

                                      -13-

<PAGE>

Securities or by any Affiliate of the Company or of such other obligor shall be
disregarded, except that, for purposes of determining whether the Trustee shall
be protected in relying on any such notice, direction, waiver or consent, only
Securities which a Trust Officer of the Trustee actually knows are so owned
shall be so disregarded. Securities so owned which have been pledged in good
faith shall not be disregarded if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to the Securities and
that the pledgee is not the Company or any other obligor on the Securities or
any Affiliate of the Company or of such other obligor.

         SECTION 2.10. TEMPORARY SECURITIES.

         Until definitive Securities are ready for delivery, the Company may
prepare and execute, and, upon receipt of a Company Order, the Trustee shall
authenticate and deliver, temporary Securities. Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that
the Company with the consent of the Trustee considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate and deliver definitive Securities in exchange for
temporary Securities.

         SECTION 2.11. CANCELLATION.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar, the Paying Agent and the Conversion Agent shall
forward to the Trustee or its agent any Securities surrendered to them for
transfer, exchange, redemption, purchase, purchase, payment or conversion. The
Trustee and no one else shall cancel, in accordance with its standard
procedures, all Securities surrendered for transfer, exchange, redemption,
purchase, purchase, payment, conversion or cancellation and shall deliver the
canceled Securities to the Company. All Securities which are redeemed,
purchased, purchased or otherwise acquired by the Company or any of its
Subsidiaries prior to the Final Maturity Date shall be delivered to the Trustee
for cancellation, and the Company may not hold or resell such Securities or
issue any new Securities to replace any such Securities or any Securities that
any Holder has converted pursuant to Article 4.

         SECTION 2.12. LEGEND; ADDITIONAL TRANSFER AND EXCHANGE REQUIREMENTS.

         (a)      If Securities are issued upon the transfer, exchange or
replacement of Securities subject to restrictions on transfer and bearing the
legends set forth on the forms of Securities attached hereto as Exhibit A
(collectively, the "Legend"), or if a request is made to remove the Legend on a
Security, the Securities so issued shall bear the Legend, or the Legend shall
not be removed, as the case may be, unless there is delivered to the Company and
the Registrar such satisfactory evidence, which shall include an opinion of
counsel if requested by the Company or such Registrar, as may be reasonably
required by the Company and the Registrar, that neither the Legend nor the
restrictions on transfer set forth therein are required to ensure that transfers
thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under
the Securities Act or that such Securities are not "restricted" within the
meaning of Rule 144 under the Securities Act; provided that no such evidence
need be supplied in connection with the sale of such Security pursuant to a
registration statement that is effective at the time of such sale. Upon (1)
provision of such satisfactory evidence if requested, or (2) notification by the
Company to the Trustee and Registrar of the sale of such Security pursuant to a
registration statement that is effective at the time of such sale, the Trustee,
at the written direction of the Company, shall authenticate and deliver a
Security that does not bear the Legend. If the Legend is removed from the face
of a Security and the Security is subsequently held by an Affiliate of the
Company, the Legend shall be reinstated.

                                      -14-

<PAGE>

         (b)      A Global Security may not be transferred, in whole or in part,
to any Person other than the Depositary or a nominee or any successor thereof,
and no such transfer to any such other Person may be registered; provided that
the foregoing shall not prohibit any transfer of a Security that is issued in
exchange for a Global Security but is not itself a Global Security. No transfer
of a Security to any Person shall be effective under this Indenture or the
Securities unless and until such Security has been registered in the name of
such Person. Notwithstanding any other provisions of this Indenture or the
Securities, transfers of a Global Security, in whole or in part, shall be made
only in accordance with this Section 2.12.

         (c)      Subject to the succeeding paragraph, every Security shall be
subject to the restrictions on transfer provided in the Legend other than a
Restricted Global Security. Whenever any Restricted Security other than a
Restricted Global Security is presented or surrendered for registration of
transfer or for exchange for a Security registered in a name other than that of
the Holder, such Security must be accompanied by a certificate in substantially
the form set forth in Exhibit A, dated the date of such surrender and signed by
the Holder of such Security, as to compliance with such restrictions on
transfer. The Registrar shall not be required to accept for such registration of
transfer or exchange any Security not so accompanied by a properly completed
certificate.

         (d)      The restrictions imposed by the Legend upon the
transferability of any Security shall cease and terminate (and shall be removed
notwithstanding the requirements of Section 2.12(d) hereof) when such Security
has been sold pursuant to an effective registration statement under the
Securities Act or transferred in compliance with Rule 144 under the Securities
Act (or any successor provision thereto) or, if earlier, upon the second
anniversary of the Issue Date of the Securities or such other date marking the
expiration of the holding period normally applicable to sales thereof under Rule
144(k) under the Securities Act (or any successor provision). Any Security as to
which such restrictions on transfer shall have expired in accordance with their
terms or shall have terminated may, upon a surrender of such Security for
exchange to the Registrar, be exchanged for a new Security, of like tenor and
aggregate principal amount, which shall not bear the restrictive Legend. The
Company shall inform the Trustee of the effective date of any registration
statement registering the Securities under the Securities Act. The Trustee shall
not be liable for any action taken or omitted to be taken by it in good faith in
accordance with this Section 2.12(a).

As used in the preceding Subsections 2.12(c) and (d), the term "transfer"
encompasses any sale, pledge, transfer, hypothecation or other disposition of
any Security.

         (e)      The provisions below shall apply only to Global Securities:

                  (1) Notwithstanding any other provisions of this Indenture or
the Securities, a Global Security shall not be exchanged in whole or in part for
a Security registered in the name of any Person other than the Depositary or one
or more nominees thereof, provided that a Global Security may be exchanged for
Securities registered in the names of any person designated by the Depositary in
the event that (A) the Depositary has notified the Company that it is unwilling
or unable to continue as Depositary for such Global Security or such Depositary
has ceased to be a "clearing agency" registered under the Exchange Act, and a
successor Depositary is not appointed by the Company within 90 days, (B) the
Company has provided the Depositary with written notice that it has decided to
discontinue use of the system of book-entry transfer through the Depositary or
any successor Depositary or (C) an Event of Default has occurred and is
continuing with respect to the Securities. Any Global Security exchanged
pursuant to subclauses (A) or (B) immediately above shall be so exchanged in
whole and not in part, and any Global Security exchanged pursuant to subclause
(C) above may be exchanged in whole or from time to time in part as directed by
the Depositary. Any Security issued in exchange for a Global Security or any
portion thereof shall be a Global Security;

                                      -15-

<PAGE>

provided that any such Security so issued that is registered in the name of a
Person other than the Depositary or a nominee thereof shall not be a Global
Security.

                  (2) Securities issued in exchange for a Global Security or any
portion thereof shall be issued in definitive, fully registered form, without
interest coupons, shall have an aggregate principal amount equal to that of such
Global Security or portion thereof to be so exchanged, shall be registered in
such names and be in such authorized denominations as the Depositary shall
designate and shall bear the applicable legends provided for herein. Any Global
Security to be exchanged in whole shall be surrendered by the Depositary to the
Trustee, as Registrar. With regard to any Global Security to be exchanged in
part, either such Global Security shall be so surrendered for exchange or, if
the Trustee is acting as custodian for the Depositary or its nominee with
respect to such Global Security, the principal amount thereof shall be reduced,
by an amount equal to the portion thereof to be so exchanged, by means of an
appropriate adjustment made on the records of the Trustee. Upon any such
surrender or adjustment, the Trustee shall authenticate and deliver the Security
issuable on such exchange to or upon the order of the Depositary or an
authorized representative thereof.

                  (3) Subject to the provisions of clause (5) of this Subsection
2.12(e), the registered Holder may grant proxies and otherwise authorize any
Person, including Agent Members and persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities.

                  (4) In the event of the occurrence of any of the events
specified in clause (1) of this Subsection 2.12(e) above, the Company will
promptly make available to the Trustee a reasonable supply of Certificated
Securities in definitive, fully registered form, without interest coupons.

                  (5) Neither Agent Members nor any other Persons on whose
behalf Agent Members may act shall have any rights under this Indenture with
respect to any Global Security registered in the name of the Depositary or any
nominee thereof, or under any such Global Security, and the Depositary or such
nominee, as the case may be, may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner and holder of such
Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or such nominee, as the case may
be, or impair, as between the Depositary, its Agent Members and any other Person
on whose behalf an Agent Member may act, the operation of customary practices of
such Persons governing the exercise of the rights of a holder of any Security.

         SECTION 2.13. CUSIP NUMBERS.

         The Company in issuing the Securities may use one or more "CUSIP"
numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP"
numbers in notices of redemption or purchase as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption or purchase and that reliance may be placed only
on the other identification numbers printed on the Securities, and any such
redemption or purchase shall not be affected by any defect in or omission of
such numbers. The Company will promptly notify the Trustee of any change in the
"CUSIP" numbers.

                                      -16-

<PAGE>

                                   ARTICLE 3
                             REDEMPTION AND PURCHASE

         SECTION 3.1. TO REDEEM; NOTICE TO TRUSTEE.

         (a)      Prior to March 5, 2009, the Securities shall not be
redeemable. The Company may, at its option, redeem the Securities at any time
(i) on or after March 5, 2009 and prior to March 5, 2011, if the Closing Price
of the Common Stock exceeds 130% of the Conversion Price then in effect for
least 20 Trading Days within a period of 30 consecutive Trading Days ending on
the Trading Day before the date of mailing of the notice of redemption as set
forth in Section 3.3 hereof for cash in whole, or from time to time in part
(which must be equal to $1,000 or any integral multiple thereof), at a
Redemption Price equal to $1,000 per $1,000 principal amount of the Securities
being redeemed, plus accrued and unpaid interest to, but excluding, the
Redemption Date, or (ii) on or after March 5, 2011, for cash in whole, or from
time to time in part (which must be equal to $1,000 or any integral multiple
thereof), at a Redemption Price equal to 100% of the principal amount of the
Securities being redeemed, plus accrued and unpaid interest to, but excluding,
the Redemption Date; provided that if the Redemption Date falls after a Regular
Record Date and on or before an Interest Payment Date, then the interest will be
payable to the Holders in whose names the Securities are registered at the close
of business on such Regular Record Date and the Redemption Price shall not
include such interest payment. Securities or portions of the Securities called
for redemption shall be convertible by the Holder in accordance with the
provisions of Article 4 until the close of business on the Business Day prior to
the Redemption Date.

         (b)      If the Company elects to redeem Securities pursuant to this
Section 3.1, it shall notify the Trustee at least 25 days prior to the
Redemption Date as fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee) of the Redemption Date and the principal amount of
Securities to be redeemed. If fewer than all of the Securities are to be
redeemed, the record date relating to such redemption shall be selected by the
Company and given to the Trustee, which record date shall not be less than five
days after the date of notice to the Trustee.

         SECTION 3.2. SELECTION OF SECURITIES TO BE REDEEMED.

         (a)      If less than all of the Securities are to be redeemed, unless
the procedures of the Depositary provide otherwise, the Trustee shall, at least
20 days but not more than 60 days prior to the Redemption Date, select the
Securities to be redeemed. The Trustee shall make the selection from the
Securities outstanding and not previously called for redemption by lot, or in
its discretion, on a pro rata basis. Securities in denominations of $1,000 may
only be redeemed in whole. The Trustee may select for redemption portions (equal
to $1,000 or any integral multiple thereof) of the principal of Securities that
have denominations larger than $1,000. Provisions of this Indenture that apply
to Securities called for redemption also apply to portions of Securities called
for redemption.

         (b)      If any Security selected for partial redemption is converted
in part before termination of the conversion right with respect to the portion
of the Security so selected, the converted portion of such Security shall be
deemed to be the portion selected for redemption. Securities which have been
converted subsequent to the Trustee commencing selection of Securities to be
redeemed but prior to redemption of such Securities shall be treated by the
Trustee as outstanding for the purpose of such selection.

                                      -17-

<PAGE>

         SECTION 3.3. NOTICE OF REDEMPTION.

         (a)      At least 20 days but not more than 60 days before a Redemption
Date, the Company shall mail or cause to be mailed a notice of redemption to
each Holder of Securities to be redeemed at such Holder's address as it appears
on the Registrar's books.

         (b)      The notice shall identify the Securities (including CUSIP
numbers) to be redeemed and shall state:

                  (1) the Redemption Date;

                  (2) the Redemption Price;

                  (3) the then effective Conversion Price and Conversion Rate;

                  (4) the name and address of each Paying Agent and Conversion
Agent;

                  (5) that Securities called for redemption must be presented
and surrendered to a Paying Agent to collect the Redemption Price;

                  (6) that Holders who wish to convert Securities must surrender
such Securities for conversion no later than the close of business on the
Business Day immediately preceding the Redemption Date and must satisfy the
other requirements set forth in paragraph 9 of the Securities and Article 4
hereof;

                  (7) that, unless the Company defaults in making the payment of
the Redemption Price, interest on Securities called for redemption shall cease
to accrue on and after the Redemption Date and the only remaining right of the
Holder shall be to receive payment of the Redemption Price plus any accrued and
unpaid interest payable to such Holder upon presentation and surrender to a
Paying Agent of the Securities; and

                  (8) if any Security is being redeemed in part, the portion of
the principal amount of such Security to be redeemed and that, after the
Redemption Date, upon presentation and surrender of such Security, a new
Security or Securities in aggregate principal amount equal to the unredeemed
portion thereof will be issued.

         (c)      If any of the Securities to be redeemed is in the form of a
Global Security, then the Company shall modify such notice to the extent
necessary to accord with the procedures of the Depositary applicable to
redemptions. At the Company's written request, which request shall (1) be
irrevocable once given and (2) set forth all relevant information required by
clauses (1) through (8) of Subsection 3.3(b), the Trustee shall give the notice
of redemption to each Holder in the Company's name and at the Company's expense.

         At the Company's request, the Trustee shall give such notice of
redemption on behalf of the Company and at the Company's expense; provided,
however, that, in all cases, the text of such notice of redemption shall be
prepared by the Company.

         SECTION 3.4. EFFECT OF NOTICE OF REDEMPTION.

         Once notice of redemption is mailed, Securities called for redemption
become due and payable on the Redemption Date and at the Redemption Price stated
in the notice, together with any accrued and unpaid

                                      -18-

<PAGE>

interest payable upon redemption, except for Securities that are converted in
accordance with the provisions of Article 4. On or after the Redemption Date and
upon presentation and surrender to a Paying Agent, Securities called for
redemption shall be paid at the Redemption Price, plus any accrued and unpaid
interest, up to but not including the Redemption Date; provided that if the
Redemption Date falls after a Regular Record Date and on or before an Interest
Payment Date, then interest on the Securities will be payable to the Holders in
whose names the Securities are registered at the close of business on such
Regular Record Date and the Redemption Price shall not include such interest
payment.

         SECTION 3.5. DEPOSIT OF REDEMPTION PRICE.

         Prior to 11:00 a.m., New York City time, on the Redemption Date, the
Company shall deposit with a Paying Agent (or, if the Company acts as Paying
Agent, shall segregate and hold in trust) an amount of money (in immediately
available funds if deposited on such Redemption Date) sufficient to pay the
Redemption Price of, and any accrued and unpaid interest payable upon redemption
on, all Securities to be redeemed on that date, other than Securities or
portions thereof called for redemption on that date which have been delivered by
the Company to the Trustee for cancellation or have been converted. The Paying
Agent shall as promptly as practicable return to the Company any money not
required for that purpose because of the conversion of Securities pursuant to
Article 4 or, if such money is then held by the Company in trust and is not
required for such purpose, it shall be discharged from the trust.

         SECTION 3.6. SECURITIES REDEEMED IN PART.

         Upon presentation and surrender of a Security that is redeemed in part,
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder a new Security equal in principal amount to the unredeemed portion of the
Security surrendered.

         SECTION 3.7. CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.

         In connection with any redemption of Securities, the Company may
arrange for the purchase and conversion of any Securities called for redemption
by an agreement with one or more investment banks or other purchasers to
purchase such Securities by paying to a Paying Agent (other than the Company or
any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. New
York City time, on the Redemption Date, an amount that, together with any
amounts deposited with such Paying Agent by the Company for the redemption of
such Securities, is not less than the Redemption Price, together with any
accrued and unpaid interest accrued to, but not including, the Redemption Date
of such Securities. Notwithstanding anything to the contrary contained in this
Article 3, the obligation of the Company to pay the Redemption Price of such
Securities, including all accrued and unpaid interest, shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such
purchasers; provided, however, that nothing in this Section 3.7 shall relieve
the Company of its obligation to pay the Redemption Price, plus any accrued and
unpaid interest, to but excluding the relevant Redemption Date, on Securities
called for redemption. If such an agreement with one or more investment banks or
other purchasers is entered into, any Securities called for redemption and not
surrendered for conversion by the Holders thereof prior to the relevant
Redemption Date may, at the option of the Company upon written notice to the
Trustee, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and (notwithstanding anything to the contrary
contained in Article 4) surrendered by such purchasers for conversion, all as of
11:00 a.m., New York City time, on the Redemption Date, subject to payment of
the above amount as aforesaid. The Paying Agent shall hold and pay to the
Holders whose Securities are selected for redemption any such amount paid to it
for purchase in the same manner as it would money deposited with it by the
Company for the redemption of Securities. Without the

                                      -19-

<PAGE>

Paying Agent's prior written consent, no arrangement between the Company and
such purchasers for the purchase and conversion of any Securities shall increase
or otherwise affect any of the powers, duties, responsibilities or obligations
of the Paying Agent as set forth in this Indenture, and the Company agrees to
indemnify the Paying Agent from, and hold it harmless against, any loss,
liability or expense arising out of or in connection with any such arrangement
for the purchase and conversion of any Securities between the Company and such
purchasers, including the costs and expenses incurred by the Paying Agent in the
defense of any claim or liability arising out of or in connection with the
exercise or performance of any of its powers, duties, responsibilities or
obligations under this Indenture.

         SECTION 3.8. PURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON CHANGE
                      IN CONTROL.

         (a)      If at any time the Securities remain outstanding there shall
have occurred a Change in Control, all or any portion of the Securities of any
Holder equal to $1,000 or a integral multiple of $1,000, shall be purchased by
the Company, at the option of such Holder, at a purchase price equal to 100% of
the principal amount of the Securities to be purchased, together with interest
accrued and unpaid to, but excluding, the Change in Control Purchase Date (the
"Change in Control Purchase Price"), on the date (the "Change in Control
Purchase Date") that is 45 days after the date of the Change in Control Purchase
Notice; provided, however, if the Change in Control Purchase Date falls after a
Regular Record Date and on or before an Interest Payment Date, then interest on
the Securities shall be payable to the Holders in whose name the Securities are
registered at the close of business on such Regular Record Date.

         (b)      Whenever in this Indenture (including Sections 2.1, 8.1 and
8.7 hereof) or in the form of Securities there is a reference, in any context,
to the principal of any Securities as of any time, such reference shall be
deemed to include reference to the Change in Control Purchase Price payable in
respect to such Securities to the extent that such Change in Control Purchase
Price is, was or would be so payable at such time, and express mention of the
Change in Control Purchase Price in any provision of this Indenture shall not be
construed as excluding the Change in Control Purchase Price in those provisions
of this Indenture when such express mention is not made.

         (c)      A "Change in Control" of the Company, or any successor entity
who is subject to the terms of this Indenture, shall be deemed to have occurred
at such time after the original issuance of Securities as any of the following
events shall occur:

                  (1) the acquisition by any person of beneficial ownership,
directly or indirectly, through a purchase, merger (except a merger or
consolidation described in subclause (2) of this Subsection) or other
acquisition transaction or series of transactions, of shares of the Capital
Stock of the Company entitling that person to exercise 50% or more of the total
voting power of all shares of such Capital Stock entitled to vote generally in
elections of directors, other than any acquisition by the Company, any of its
Subsidiaries or any employee benefit plans of the Company;

                  (2) any consolidation or merger of the Company with or into
any other person, any merger of another person into the Company, or any
conveyance, transfer, sale, lease or other disposition of all or substantially
all of the Company's properties and assets to another person, other than:

                           (A)      any transaction (i) that does not result in
any reclassification, conversion, exchange or cancellation of outstanding shares
of Capital Stock of the Company and (ii) pursuant to which holders of the
Capital Stock of the Company immediately prior to the transaction are entitled
to exercise,

                                      -20-

<PAGE>

directly or indirectly, 50% or more of the total voting power of all shares of
the Capital Stock of the Company entitled to vote generally in the election of
directors of the continuing or surviving person immediately after the
transaction;

                           (B)      any merger solely for the purpose of
changing the Company's jurisdiction of incorporation and resulting in a
reclassification, conversion or exchange of outstanding shares of Common Stock
solely into shares of common stock of the surviving entity; or

                           (C)      any merger or consolidation where all of the
consideration (excluding cash payments for fractional shares and cash payments
made pursuant to dissenters' appraisal rights) consists of shares of common
stock traded on a national securities exchange or quoted on the Nasdaq National
Market, or will be so traded or quoted immediately following such merger or
consolidation, and as a result of such merger or consolidation the Securities
become convertible solely into such common stock.

                  (3) during any consecutive two-year period, individuals who at
the beginning of that two-year period constituted the Board of Directors
(together with any new directors whose election to the Board of Directors, or
whose nomination for election by the stockholders of the Company, was approved
by a vote of a majority of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination for
election were previously so approved) cease to constitute a majority of the
Board of Directors then in office; or

                  (4) a resolution is passed by the Company's stockholders
approving a plan of liquidation or dissolution of the Company other than a
transaction which complies with the provisions described in Article 7 of this
Indenture.

         (d)      Beneficial ownership shall be determined in accordance with
Rule 13d-3 promulgated by the SEC under the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"). The term "person" shall include any syndicate
or group that would be deemed to be a "person" under Section 13(d)(3) of the
Exchange Act.

         (e)      Within 30 days after the occurrence of a Change in Control,
the Company, or, at the written request and expense of the Company, the Trustee,
shall mail a written notice of the Change in Control to the Trustee (if the
Trustee does not mail such notice) and to each Holder (and to beneficial owners
as required by applicable law). The notice shall include the form of a Change in
Control Purchase Notice to be completed by the Holder and shall state:

                  (1) the date of such Change in Control and, briefly, the
events causing such Change in Control;

                  (2) the date by which the Change in Control Purchase Notice
pursuant to this Section 3.8 must be given;

                  (3) the Change in Control Purchase Date;

                  (4) the Change in Control Purchase Price;

                  (5) the Holder's right to require the Company to purchase the
Securities;

                  (6) briefly, the conversion rights of the Securities;

                                      -21-

<PAGE>

                  (7) the name and address of each Paying Agent and Conversion
Agent and that the Securities must be surrendered to the Paying Agent to collect
payment;

                  (8) the then effective Conversion Price and Conversion Rate;

                  (9) the procedures that the Holder must follow to exercise
rights under Article 4 and that Securities as to which a Change in Control
Purchase Notice has been given may be converted into Common Stock pursuant to
Article 4 of this Indenture only to the extent that the Change in Control
Purchase Notice has been withdrawn in accordance with the terms of this
Indenture;

                  (10) the procedures that the Holder must follow to exercise
rights under this Section 3.8; and

                  (11) the procedures for withdrawing a Change in Control
Purchase Notice, including a form of notice of withdrawal.

If any of the Securities is in the form of a Global Security, then the Company
shall modify such notice to the extent necessary to accord with the procedures
of the Depositary applicable to the purchase of Global Securities.

         (f)      A Holder may exercise its rights specified in Subsection (a)
of this Section 3.8 upon delivery of a written notice (which shall be in
substantially the form included in Exhibit A hereto and which may be delivered
by letter, overnight courier, hand delivery, facsimile transmission or in any
other written form and, in the case of Global Securities, may be delivered
electronically or by other means in accordance with the Depositary's customary
procedures) of the exercise of such rights (a "Change in Control Purchase
Notice") to any Paying Agent at any time prior to the close of business on the
Business Day next preceding the Change in Control Purchase Date.

                  (1) The delivery of such Security to any Paying Agent prior
to, on or after the Change in Control Purchase Date (together with all necessary
endorsements) at the office of such Paying Agent shall be a condition to the
receipt by the Holder of the Change in Control Purchase Price therefor.

                  (2) The Company shall purchase from the Holder thereof
pursuant to this Section 3.8, a portion of a Security if the principal amount of
such portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

                  (3) Notwithstanding anything herein to the contrary, any
Holder delivering to a Paying Agent the Change in Control Purchase Notice
contemplated by this Subsection 3.8(h) shall have the right to withdraw such
Change in Control Purchase Notice in whole or in a portion thereof that is a
principal amount of $1,000 or in an integral multiple thereof at any time prior
to the close of business on the Business Day next preceding the Change in
Control Purchase Date by delivery of a written notice of withdrawal to the
Paying Agent in accordance with Section 3.9.

                  (4) A Paying Agent shall promptly notify the Company of the
receipt by it of any Change in Control Purchase Notice or written withdrawal
thereof.

                                      -22-

<PAGE>

                  (5) Anything herein to the contrary notwithstanding, in the
case of Global Securities, any Change in Control Purchase Notice may be
delivered or withdrawn and such Securities may be surrendered or delivered for
purchase in accordance with the Applicable Procedures as in effect from time to
time.

         SECTION 3.9. EFFECT OF CHANGE IN CONTROL PURCHASE NOTICE.

         (a)      Upon receipt by any Paying Agent of the Change in Control
Purchase Notice specified in Subsection 3.8(g), the Holder of the Security in
respect of which such Change in Control Purchase Notice was given shall (unless
such Change in Control Purchase Notice is withdrawn as specified below)
thereafter be entitled to receive the Change in Control Purchase Price with
respect to such Security. Such Change in Control Purchase Price shall be paid to
such Holder promptly following the later of (1) the Change in Control Purchase
Date with respect to such Security (provided that the conditions in Subsection
3.8(h) have been satisfied) and (2) the time of delivery of such Security to a
Paying Agent by the Holder thereof in the manner required by Subsection 3.8(h).
Securities in respect of which a Change in Control Purchase Notice has been
given by the Holder thereof may not be converted into shares of Common Stock
pursuant to Article 4 on or after the date of the delivery of such Change in
Control Purchase Notice unless such Change in Control Purchase Notice has first
been validly withdrawn in accordance with Subsection (b) immediately below with
respect to the Securities to be converted.

         (b)      A Change in Control Purchase Notice may be withdrawn by means
of a written notice (which may be delivered by mail, overnight courier, hand
delivery, facsimile transmission or in any other written form and, in the case
of Global Securities, may be delivered electronically or by other means in
accordance with the Depositary's customary procedures) of withdrawal delivered
by the Holder to a Paying Agent at any time prior to the close of business on
the Business Day immediately preceding the Change in Control Purchase Date,
specifying the principal amount of the Security or portion thereof (which must
be a principal amount of $1,000 or an integral multiple of $1,000 in excess
thereof) with respect to which such notice of withdrawal is being submitted.

         SECTION 3.10. DEPOSIT OF CHANGE IN CONTROL PURCHASE PRICE.

         (a)      On or before 11:00 a.m. New York City time on the Change in
Control Purchase Date, the Company shall deposit with the Trustee or with a
Paying Agent (other than the Company or an Affiliate of the Company) an amount
of money (in immediately available funds if deposited on such Change in Control
Purchase Date) sufficient to pay the aggregate Change in Control Purchase Price
of all the Securities or portions thereof that are to be purchased on such
Change in Control Purchase Date. The manner in which the deposit required by
this Section 3.10 is made by the Company shall be at the option of the Company,
provided that such deposit shall be made in a manner such that the Trustee or a
Paying Agent shall have immediately available funds on the Change in Control
Purchase Date.

         (b)      If a Paying Agent holds, in accordance with the terms hereof,
money sufficient to pay the Change in Control Purchase Price of any Security for
which a Change in Control Purchase Notice has been tendered and not withdrawn in
accordance with this Indenture then, on the Change in Control Purchase Date,
such Security will cease to be outstanding and the rights of the Holder in
respect thereof shall terminate (other than the right to receive the Change in
Control Purchase Price as aforesaid). The Company shall publicly announce the
principal amount of Securities repurchased on or as soon as practicable after
the Change in Control Purchase Date.

                                      -23-

<PAGE>

         SECTION 3.11. REPAYMENT TO THE COMPANY.

         To the extent that the aggregate amount of cash deposited by the
Company pursuant to Section 3.10 exceeds the aggregate Change in Control
Purchase Price or Put Right Purchase Price, as the case may be, together with
interest thereon of the Securities or portions thereof that the Company is
obligated to purchase, then promptly after the Change in Control Purchase Date
or Put Right Purchase Date, as the case may be, the Trustee or a Paying Agent,
as the case may be, shall return any such excess cash to the Company.

         SECTION 3.12. PURCHASE OF SECURITIES AT OPTION OF THE HOLDER ON
                       SPECIFIED DATES.

         (a)      Securities shall be purchased in cash in whole or in part
(which must be equal to $1,000 or any integral multiple thereof) by the Company,
at the option of Holders, in accordance with the provisions of this Article 3
and paragraph 8 of the Securities promptly after March 5, 2011, March 5, 2014
and March 5, 2019 (each, a "Put Right Purchase Date"), at a purchase price per
Security equal to 100% of the aggregate principal amount of the Security,
together with any accrued and unpaid interest up to but not including the
applicable Put Right Purchase Date (the "Put Right Purchase Price"); provided
that if the Put Right Purchase Date falls after a Regular Record Date and on or
before the related Interest Payment Date, any interest on the Securities will be
payable to the Holders in whose names the Securities are registered at the close
of business on such Regular Record Date.

         (b)      The Company shall give written notice of the applicable Put
Right Purchase Date by notice sent by first-class mail to the Trustee and to
each Holder (at its address shown in the register of the Registrar) not less
than 20 Business Days prior to each Put Right Purchase Date (the "Company Put
Right Notice"). Each Company Put Right Notice shall include a form of Put Right
Purchase Notice to be completed by a Holder and shall state:

                  (1) the Put Right Purchase Price, the Put Right Purchase Date
and the Conversion Price and Conversion Rate then in effect;

                  (2) the name and address of the Paying Agent and the
Conversion Agent;

                  (3) that Securities as to which a Put Right Purchase Notice
has been given may be converted if they are otherwise convertible only in
accordance with Article 4 hereof and paragraph 9 of the Securities only to the
extent that the Put Right Purchase Notice has been withdrawn in accordance with
the terms of this Indenture;

                  (4) that Securities must be surrendered to the Paying Agent to
collect payment;

                  (5) that the Put Right Purchase Price for any Security as to
which a Put Right Purchase Notice has been given and not withdrawn will be paid
promptly following the later of the Put Right Purchase Date and the time of
surrender of such Security as described in subclause (4) above;

                  (6) the procedures the Holder must follow to exercise rights
under this Section and a brief description of those rights;

                  (7) briefly, the conversion rights of the Securities;

                                      -24-

<PAGE>

                  (8) the procedures for withdrawing a Put Right Purchase Notice
(including pursuant to the terms of Subsection 3.12(g));

                  (9) that, unless the Company defaults in making payment on
Securities for which a Put Right Purchase Notice has been submitted, interest on
such Securities will cease to accrue on and after the Put Right Purchase Date;
and

                  (10) the CUSIP number of the Securities.

         (c)      If any of the Securities are to be redeemed in the form of a
Global Security, the Company shall modify such notice to the extent necessary to
accord with the procedures of the Depositary applicable to repurchases.

         (d)      At the Company's request, the Trustee shall give such Company
Put Right Notice on behalf of the Company and at the Company's expense;
provided, however, that, in all cases, the text of such Company Put Right Notice
shall be prepared by the Company.

         (e)      To exercise its rights pursuant to this Section 3.12, the
Holder shall deliver to the Paying Agent of a written notice of purchase in the
form set forth in Exhibit A attached hereto (a "Put Right Purchase Notice") at
any time from the opening of business on the date that is 20 Business Days prior
to the applicable Put Right Purchase Date until the close of business on the Put
Right Purchase Date stating:

                  (1) if certificated Securities have been issued, the
certificate number of the Security which the Holder will deliver to be purchased
(or if the Securities are not certificated, the Put Right Purchase Notice must
comply with the procedures of the Depositary applicable to purchases),

                  (2) the portion (which may be 100%) of the principal amount of
the Security which the Holder will deliver to be purchased, which portion must
be in a principal amount of $1,000 or an integral multiple thereof, and

                  (3) that such Security shall be purchased as of the applicable
Put Right Purchase Date pursuant to the terms and conditions in this Section
3.12.

         (f)      The Company shall purchase all Securities with respect to
which a Put Right Purchase Notice is given and not withdrawn, upon the later of
the applicable Put Right Purchase Date and delivery of such Securities to the
Paying Agent (together with all necessary endorsements) at the offices of the
Paying Agent (if the Securities are not certificated, such delivery must comply
with the procedures of the Depositary applicable to purchases). Delivery of such
Security shall be a condition to receipt by the Holder of the Put Right Purchase
Price therefor. The Put Right Purchase Price shall be paid pursuant to this
Section 3.12 only if the Security delivered to the Paying Agent conforms in all
respects to the description thereof in the related Put Right Purchase Notice, as
determined by the Company.

         (g)      Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Put Right Purchase Notice contemplated by
this Section 3.12 shall have the right to withdraw such Put Right Purchase
Notice at any time prior to the close of business on the Put Right Purchase Date
by delivery of a written notice of withdrawal to the Paying Agent specifying:

                                      -25-

<PAGE>

                  (1) the certificate number, if any, of the Security in respect
of which such notice of withdrawal is being submitted (or, if the Securities are
not certificated, the withdrawal notice must comply with the procedures of the
Depositary applicable to withdrawals),

                  (2) the aggregate principal amount of the Security (which must
be equal to $1,000 or any integral multiple thereof) with respect to which such
notice of withdrawal is being submitted, and

                  (3) the aggregate principal amount, if any, of such Security
which remains subject to the original Put Right Purchase Notice and which has
been or will be delivered for purchase by the Company.

         (h)      The Paying Agent shall promptly notify the Company of the
receipt by it of any Put Right Purchase Notice or written notice of withdrawal
thereof.

         (i)      On or before 5:00 p.m. (local time in the City of New York) on
the Business Day following the Put Right Purchase Date, the Company shall
deposit with the Trustee or with the Paying Agent (or if the Company or an
Affiliate of the Company is acting as the Paying Agent, shall segregate and hold
in trust as provided in Section 2.4) an amount of money (in immediately
available funds if deposited on or after such Put Right Purchase Date)
sufficient to pay the aggregate Put Right Purchase Price of all the Securities
or portions thereof which are to be purchased as of the Put Right Purchase Date.
The manner in which the deposit required by this Section 3.12(e) is made by the
Company shall be at the option of the Company; provided that such deposit shall
be made in a manner such that the Trustee or a Paying Agent shall have
immediately available funds by the close of business on the Business Day after
the Put Right Purchase Date.

                  (1) If a Paying Agent holds, in accordance with the terms
hereof, money sufficient to pay the Put Right Purchase Price of any Security for
which a Put Right Notice has been tendered and not withdrawn on the Put Right
Purchase Date, then, on the close of business on the Business Day after the Put
Right Purchase Date, such Security will cease to be outstanding, whether or not
the Security is delivered to the Paying Agent, and the rights of the Holder in
respect thereof shall terminate (other than the right to receive the Put Right
Purchase Price as aforesaid) and interest will cease to accrue on such Security.

                  (2) The Put Right Purchase Price shall be paid to such Holder
with respect to Securities for which a Put Right Purchase Notice has been
tendered and not withdrawn, subject to receipt of funds by the Paying Agent,
promptly following the later of (A) the Business Day after the Put Right
Purchase Date with respect to such Security (provided that the conditions in
Subsection 3.12(f) have been satisfied) and (B) the time of delivery of such
Security to the Paying Agent by the Holder thereof in the manner required by
Section 3.12(f). Securities in respect of which a Put Right Purchase Notice has
been given by the Holder thereof; if convertible pursuant to Article 4 hereof,
may not be converted on or after the date of the delivery of such Put Right
Purchase Notice, unless such Put Right Purchase Notice has first been validly
withdrawn as specified in Subsection 3.12(g).

                  (3) To the extent that the aggregate amount of cash deposited
by the Company pursuant to this Subsection 3.12(i) exceeds the aggregate Put
Right Purchase Price of the Securities or portions thereof that the Company is
obligated to purchase, then promptly after the Put Right Purchase Date the
Trustee or a Paying Agent, as the case may be, shall return any such excess cash
to the Company.

         (j)      The Company shall only be obligated to purchase, pursuant to
this Section 3.12, a portion of a Security if the principal amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of this

                                      -26-

<PAGE>

Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

         (k)      Upon receipt by the Paying Agent of the Put Right Purchase
Notice specified in subsection 3.12 (f), the Holder of the Security in respect
of which such Put Right Purchase Notice was given shall (unless such Put Right
Purchase Notice is withdrawn as specified herein) thereafter be entitled to
receive solely the Put Right Purchase Price with respect to such Security.

         SECTION 3.13. SECURITIES PURCHASED IN PART.

         Any Security that is to be purchased only in part shall be surrendered
at the office of a Paying Agent, and promptly after the Change in Control
Purchase Date or the Put Right Purchase Date, as the case may be, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge, a new Security or Securities, of such
authorized denomination or denominations as may be requested by such Holder, in
aggregate principal amount equal to, and in exchange for, the portion of the
principal amount of the Security so surrendered that is not purchased.

         SECTION 3.14. COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF
                       SECURITIES

         In connection with any offer to purchase of Securities under Section
3.8 or Section 3.12, the Company shall (a) comply with Rule 13e-4 and Rule 14e-1
(or any successor to either such Rule), if applicable, under the Exchange Act,
(b) file the related Schedule TO (or any successor or similar schedule, form or
report) if required under the Exchange Act, and (c) otherwise comply with all
federal and state securities laws in connection with such offer to purchase or
purchase of Securities, all so as to permit the rights of the Holders and
obligations of the Company under Sections 3.8 through 3.12 to be exercised in
the time and in the manner specified therein.

                                    ARTICLE 4
                                   CONVERSION

         SECTION 4.1. CONVERSION PRIVILEGE AND CONVERSION RATE.

         (a)      Subject to and upon compliance with the provisions of this
Article and the Securities, at the option of the Holder thereof, any Security or
portion thereof that is an integral multiple of $1,000 may be converted into
fully paid and nonassessable shares (calculated as to each conversion to the
nearest 1/100th of a share) of Common Stock of the Company at any time on or
prior to the close of business on the Final Maturity Date, unless previously
redeemed by the Company or purchased by the Company at the Holders' option, at
the Conversion Rate, determined as hereinafter provided, in effect at the time
of conversion and subject to the adjustments described below, only under the
following circumstances:

                  (1) after the fiscal quarter ending March 31, 2004 and prior
to March 5, 2022, at all times after the last Trading Day of any fiscal quarter
in which the Closing Price per share of the Common Stock was more than 110% of
the then current Conversion Price for at least 20 Trading Days in the period of
the 30 consecutive Trading Days ending on the last Trading Day of such fiscal
quarter;

                                      -27-

<PAGE>

                  (2) on or after March 5, 2022, at all times on or after any
date on which the Closing Price per share of the Common Stock is more than 110%
of the then current Conversion Price of the Securities;

                  (3) until the close of business on the Business Day prior to
the Redemption Date if the Company elects to redeem the Securities pursuant to
Article 3 hereof;

                  (4) if the Company distributes to all or substantially all
holders of Common Stock rights, options or warrants entitling them to purchase
Common Stock at less than the Closing Price per share of the Common Stock on the
day preceding the declaration for such distribution;

                  (5) if the Company distributes to all or substantially all
holders of Common Stock cash, assets, debt securities or capital stock, which
distribution has a per share value as determined by the Board of Directors
exceeding 10% of the Closing Price per share of the Common Stock on the day
preceding the declaration for such distribution;

                  (6) (A) if the Company becomes a party to a consolidation,
merger or binding share exchange pursuant to which all or substantially all of
the Company's Common Stock would be converted to cash, securities or other
property, (B) if a Change in Control occurs, or (C) if an event occurs that
would have been a Change in Control but for the existence of one of the Change
in Control exceptions set forth in the proviso to Section 3.8(c) of this
Indenture; or

                  (7) during the five consecutive Business Day period following
any five consecutive Trading Day period in which the average Trading Price for
the Securities for such five consecutive Trading Day period was less than 98% of
the average Conversion Value for the Securities for such five consecutive
Trading Day period ("trading price condition"); provided that upon any
conversion of Securities pursuant to this trading price condition if, on the
applicable Conversion Date, the Closing Price per share of Common Stock is
greater than or equal to the then current Conversion Price of the Securities and
less than or equal to 110% of the then current Conversion Price of the
Securities then such Holder shall receive, instead of shares of Common Stock
calculated based on the Conversion Rate, shares of Common Stock with a value
equal to the principal amount of the Securities (a "Principal Value
Conversion"); provided, further, that the Common Stock delivered upon a
Principal Value Conversion will be valued at the greater of the Conversion Price
of the Securities as of the Conversion Date and the applicable share price (as
defined below) as of the Conversion Date.

         (b)      The Company will deliver shares of Common Stock, together with
any cash payable for fraction shares, to such Holder no later than the third
Business Day following the determination of the applicable share price. The
"applicable share price" shall mean the average of the Closing Price per share
of Common Stock over the five Trading Day period starting the third Trading Day
following the Conversion Date. The "Conversion Value" for the Securities is
equal to the product of (i) the Closing Price per share of the Common Stock on a
given day and (ii) the then current Conversion Rate. The "Trading Price" of the
Securities on any date of determination means the average of the secondary
market bid quotations per Security obtained by the Conversion Agent for
$2,500,000 principal amount of the Securities at approximately 3:30 p.m., New
York City time, on such determination date from two independent nationally
recognized securities dealers the Company selects, which may include either or
both of the Initial Purchasers, provided that if at least two such bids cannot
be reasonably obtained by the Conversion Agent, but one such bid can be
reasonably obtained by the Conversion Agent, this one bid will be used. If the
Conversion Agent cannot reasonably obtain at least one bid for $2,500,000
principal amount of the Securities from a nationally recognized securities
dealer or if in the Company's reasonable judgment, the bid quotations are not
indicative

                                      -28-

<PAGE>

of the secondary market value of the Securities, then the Trading Price of the
Securities will be deemed to be less than 98% of the then current Conversion
Rate multiplied by the Closing Price per share of the Common Stock on such
determination date.

         (c)      In the case of a distribution contemplated by clauses (4) and
(5) of Subsection 4.1(a), the Company shall notify Holders at least 20 days
prior to the ex-dividend date for such distribution (the "Distribution Notice").
Once the Company has given the Distribution Notice, Holders may surrender their
Securities for conversion at any time until the earlier of the close of business
on the last Business Day preceding the ex-dividend date or the Company's
announcement that such distribution will not take place. Notwithstanding the
foregoing, in the event of a distribution contemplated by clauses (4) and (5) of
Subsection 4.1(a), Holders may not convert the Securities if the Holders may
participate in such distribution without converting their Securities.

         (d)      In the case of a transaction contemplated by clause (6) of
Subsection 4.1(a), the Company will notify Holders at least 25 days prior to the
anticipated effective date of such transaction (the "Merger Notice"). Holders
may surrender Securities for conversion at any time from and after the date
which is 15 days prior to the anticipated effective date of such transaction
until the date which is 15 days after the actual effective date of such
transaction. If the Company is party to a transaction contemplated by subclause
(6)(A) of Subsection 4.1(a), then at the effective time of the transaction, the
right to convert a Security into shares of Common Stock shall be changed into a
right to convert such Security into the kind and amount of cash, securities or
other property that the Holders would have received if the Holders had converted
such Security into shares of Common Stock immediately prior to the actual
effective date of the transaction. If the Company is party to a transaction
contemplated by subclause (6)(B) of Subsection 4.1(a), then the Holders may
require the Company to purchase all or a portion of the Securities as described
in Section 3.8.

         (e)      Prior to March 5, 2022, beginning with the fiscal quarter
ending March 31, 2004, (1) the Conversion Agent will determine, on behalf of the
Company, on the first Business Day following the last Trading Day of each fiscal
quarter whether the Securities are convertible pursuant to clause (1) of
Subsection 4.1(a), and, if so, will notify the Company. From March 5, 2022, the
Conversion Agent will determine, on behalf of the Company, on a daily basis,
whether the Securities are convertible pursuant to clause (2) of this Subsection
4.1(a) and, if so, will notify the Company.

         (f)      The Conversion Agent shall have no obligation to determine the
Trading Price of the Securities unless the Company has requested such
determination; and the Company shall have no obligation to make such request
unless a Holder provides the Company with reasonable evidence that the Trading
Price of the Securities is reasonably likely to be less than 98% of the
Conversion Value; at such time, the Company shall instruct the Conversion Agent
to determine the Trading Price and Conversion Value of the Securities beginning
on the next Trading Day and on each successive Trading Day for 10 consecutive
Trading Days to determine whether the average of the Trading Prices for the
Securities for any five consecutive Trading Day period within such 10 Trading
Day period is less than 98% of the average Conversion Value of the Securities
over such five Trading Day period and to notify the Company accordingly.

         (g)      The Company will provide written notice to the Conversion
Agent as soon as reasonably practicable of any anticipated or actual event or
transaction that will cause or causes the Securities to become convertible
pursuant to clauses (4) or (5) of Subsection 4.1(a).

         (h)      The conversion right, subject to the conditions described in
this Section 4.1, shall commence on the initial issuance date of the Securities
and expire at the close of business on the Final Maturity Date,

                                      -29-

<PAGE>

subject, in the case of conversion of any Global Security, to any Applicable
Procedures. If a Security is called for redemption or submitted or presented for
purchase pursuant to Article 3, such conversion right shall terminate at the
close of business on the Business Day immediately preceding the Redemption Date,
or the Business Day following the Change in Control Purchase Date or Put Right
Purchase Date, as the case may be, for such Security (unless the Company shall
default in making the Redemption Price payment, Change in Control Purchase Price
payment or Put Right Purchase Price payment when due in accordance with Article
3, in which case the conversion right shall terminate at the close of business
on the date such default is cured and such Security is redeemed or purchased, as
the case may be). Securities in respect of which a Change in Control Purchase
Notice or a Put Right Purchase Notice, as the case may be, has been delivered
may not be surrendered for conversion pursuant to this Article 4 prior to a
valid withdrawal of such Change in Control Notice or Put Right Purchase Notice,
as the case may be in accordance with the provisions of Article 3.

         (i)      Provisions of this Indenture that apply to conversion of all
of a Security also apply to conversion of a portion of a Security.

         (j)      A Holder of Securities is not entitled to any rights of a
holder of Common Stock until such Holder has converted its Securities into
Common Stock, and only to the extent such Securities are deemed to have been
converted into Common Stock pursuant to this Article 4.

         (k)      The rate at which shares of Common Stock shall be delivered
upon conversion (herein called the "Conversion Rate") shall be initially 91.2596
shares of Common Stock for each $1,000 principal amount of Securities. The
Conversion Rate shall be adjusted in certain instances as provided in this
Article 4. The "Conversion Price" shall equal $1,000 divided by the Conversion
Rate and shall be adjusted when the Conversion Price is so adjusted in
accordance with this Article 4.

         SECTION 4.2. CONVERSION PROCEDURE.

         (a)      To convert a Security, a Holder must (1) complete and manually
sign the conversion notice on the back of the Security and deliver such notice
to a Conversion Agent, (2) surrender the Security to a Conversion Agent, (3)
furnish appropriate endorsements and transfer documents if required by a
Registrar or a Conversion Agent, and (4) pay any transfer or similar tax, if
required. The date on which the Holder satisfies all of those requirements is
the "Conversion Date." As soon as practicable after the Conversion Date, the
Company shall deliver to the Holder through a Conversion Agent a certificate for
the number of whole shares of Common Stock issuable upon the conversion and cash
in lieu of any fractional shares pursuant to Section 4.3. Anything herein to the
contrary notwithstanding, in the case of Global Securities, conversion notices
may be delivered and such Securities may be surrendered for conversion in
accordance with the Applicable Procedures as in effect from time to time.

         (b)      The person in whose name the shares of Common Stock issued
upon conversion is registered shall be deemed to be a holder of record of such
Common Stock on the Conversion Date; provided, however, that no surrender of a
Security on any Conversion Date when the stock transfer books of the Company
shall be closed shall be effective to constitute the person or persons entitled
to receive the shares of Common Stock upon conversion as the record holder or
holders of such shares of Common Stock on such date, but such surrender shall be
effective to constitute the person or persons entitled to receive such shares of
Common Stock as the record holder or holders thereof for all purposes at the
close of business on the next succeeding day on which such stock transfer books
are open; provided, further, that such conversion shall be at the Conversion
Rate in effect on the Conversion Date as if the stock transfer books of the
Company had not been closed. Upon conversion of a Security, such person shall no
longer be a Holder of such Security. Except as

                                      -30-

<PAGE>

set forth in this Indenture, no payment or adjustment will be made for dividends
or distributions declared or made on shares of Common Stock issued upon
conversion of a Security prior to their issuance.

         (c)      Securities so surrendered for conversion (in whole or in part)
during the period from the close of business on any Regular Record Date to the
opening of business on the next succeeding Interest Payment Date (excluding (1)
Securities or portions thereof called for redemption or presented for purchase
pursuant to Article 3 hereof on a Redemption Date, a Change in Control Purchase
Date or Put Right Purchase Date, as the case may be, occurring during the period
beginning at the close of business on a Regular Record Date and ending at the
opening of business on the fifth Business Day after the next succeeding Interest
Payment Date or (2) Securities that are submitted for conversion between the
Regular Record Date for the final interest payment and the opening of business
on the final Interest Payment Date) shall also be accompanied by payment in
funds acceptable to the Company of an amount equal to the interest payable on
such Interest Payment Date on the principal amount of such Security then being
converted, and such interest shall be payable to the registered Holder of such
Security as of that Regular Record Date notwithstanding the conversion of such
Security, subject to the provisions of this Indenture relating to the payment of
defaulted interest by the Company. Except as otherwise provided in this Section
4.2, no payment or adjustment will be made for accrued interest on a converted
Security. If the Company defaults in the payment of interest payable on such
Interest Payment Date, the Company shall promptly repay such funds to such
Holder.

         (d)      Nothing in this Section shall affect the right of a Holder in
whose name any Security is registered at the close of business on a Regular
Record Date to receive the interest payable on such Security on the related
Interest Payment Date in accordance with the terms of this Indenture, the
Securities and the Registration Rights Agreement. If a Holder converts more than
one Security at the same time, the number of shares of Common Stock issuable
upon the conversion shall be based on the aggregate principal amount of
Securities converted.

         (e)      In the case of any Security which is converted in part only,
upon such conversion the Company shall execute and the Trustee shall
authenticate and deliver to the Holder thereof, at the expense of the Company, a
new Security or Securities of authorized denominations in an aggregate principal
amount equal to the unconverted portion of the principal amount of such
Security. A Security may be converted in part, but only if the principal amount
of such part is an integral multiple of $1,000 and the principal amount of such
Security to remain outstanding after such conversion is equal to $1,000 or any
integral multiple of $1,000 in excess thereof.

         SECTION 4.3. FRACTIONAL SHARES.

         The Company will not issue fractional shares of Common Stock upon
conversion of Securities. In lieu thereof, the Company will pay an amount in
cash for the current market value of the fractional shares. The current market
value of a fractional share shall be determined (calculated to the nearest
1/100th of a share) by multiplying the Closing Price (determined as set forth in
Section 4.6(d)) of the Common Stock on the Conversion Date by such fractional
share and rounding the product to the nearest whole cent.

         SECTION 4.4. TAXES ON CONVERSION.

         If a Holder converts a Security, the Company shall pay any transfer,
stamp or similar taxes or duties related to the issue or delivery of shares of
Common Stock upon such conversion. However, the Holder shall pay any such tax
with respect to cash received in lieu of fractional shares. In addition, the
Holder shall pay any such tax which is due because the Holder requests the
shares to be issued in a name other than the

                                      -31-

<PAGE>

Holder's name. The Conversion Agent may refuse to deliver the certificate
representing the Common Stock being issued in a name other than the Holder's
name until the Conversion Agent receives a sum sufficient to pay any tax which
will be due because the shares are to be issued in a name other than the
Holder's name. Nothing herein shall preclude any tax withholding required by law
or regulation.

         SECTION 4.5. COMPANY TO PROVIDE STOCK.

         (a)      The Company shall, prior to issuance of any Securities
hereunder, and from time to time as may be necessary, reserve, out of its
authorized but unissued Common Stock, a sufficient number of shares of Common
Stock to permit the conversion of all outstanding Securities into shares of
Common Stock.

         (b)      All shares of Common Stock delivered upon conversion of the
Securities shall be newly issued shares, shall be duly authorized, validly
issued, fully paid and nonassessable and shall be free from preemptive or
similar rights and free of any lien or adverse claim.

         (c)      The Company will endeavor promptly to comply with all federal
and state securities laws regulating the offer and delivery of shares of Common
Stock upon conversion of Securities, if any, and will list or cause to have
quoted such shares of Common Stock on each national securities exchange or on
the Nasdaq National Market or other over-the-counter market or such other market
on which the Common Stock is then listed or quoted; provided, however, that if
rules of such automated quotation system or exchange permit the Company to defer
the listing of such Common Stock until the first conversion of the Securities
into Common Stock in accordance with the provisions of this Indenture, the
Company covenants to list such Common Stock issuable upon conversion of the
Securities in accordance with the requirements of such automated quotation
system or exchange at such time. Any Common Stock issued upon conversion of a
Security hereunder which at the time of conversion was a Restricted Security
will also be treated as a Restricted Security.

         SECTION 4.6. ADJUSTMENT OF CONVERSION RATE.

         (a)      The Conversion Rate shall be adjusted from time to time by the
Company as follows:

                  (1) In case the Company shall pay a dividend on its Common
Stock in shares of Common Stock or make a distribution on its Common Stock in
shares of Common Stock, the Conversion Rate in effect immediately prior to the
record date for the determination of shareholders entitled to receive such
dividend or other distribution shall be increased so that the same shall equal
the rate determined by multiplying the Conversion Rate in effect immediately
prior to such record date by a fraction of which the numerator of shall be the
sum of the number of shares of Common Stock outstanding at the close of business
on such record date plus the total number of shares of Common Stock constituting
such dividend or other distribution and of which the denominator shall be the
number of shares of Common Stock outstanding at the close of business on such
record date. Such adjustment shall be made successively whenever any such
dividend or distribution is made and shall become effective immediately after
such record date. For the purpose of this clause (1) of Subsection 4.6(a), the
number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company. The Company will not pay any
dividend or make any distribution on Common Shares held in the treasury of the
Company. If any dividend or distribution of the type described in this clause is
declared but not so paid or made, the Conversion Rate shall again be adjusted to
the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared.

                                      -32-

<PAGE>

                  (2) In case the Company shall subdivide its outstanding Common
Stock into a greater number of shares, or combine its outstanding Common Stock
into a smaller number of shares, the Conversion Rate in effect immediately prior
to the day upon which such subdivision or combination becomes effective shall
be, in the case of a subdivision of Common Stock, proportionately increased and,
in the case of a combination of Common Stock proportionately reduced. Such
adjustment shall be made successively whenever any such subdivision or
combination of the Common Stock occurs and shall become effective immediately
after the date upon which such subdivision or combination becomes effective.

                  (3) In case the Company shall issue rights, options or
warrants to all holders of its Common Stock entitling them (for a period of not
more than 60 days after such issuance) to subscribe for or purchase shares of
Common Stock (or securities convertible into Common Stock) at a price per share
(or having a conversion price per share) less than the Current Market Price per
share of Common Stock (as determined in accordance with clause (10) of this
Subsection 4.6(a) on the record date for the determination of stockholders
entitled to receive such rights, options or warrants, the Conversion Rate in
effect immediately prior thereto shall be adjusted so that the same shall equal
the rate determined by multiplying the Conversion Rate in effect immediately
prior to such record date by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding at the close of business on such
record date plus the number of additional shares of Common Stock offered (or
into which the convertible securities so offered are convertible) and of which
the denominator shall be the number of shares of Common Stock outstanding at the
close of business on such record date plus the number of shares which the
aggregate offering price of the total number of shares of Common Stock so
offered (or the aggregate conversion price of the convertible securities so
offered, which shall be determined by multiplying the number of shares of Common
Stock issuable upon conversion of such convertible securities by the conversion
price per share of Common Stock pursuant to the terms of such convertible
securities) would purchase at the Current Market Price per share of Common Stock
on such record date. Such adjustment shall be made successively whenever any
such rights, options or warrants are issued, and shall become effective
immediately after such record date. To the extent that shares of Common Stock
are not delivered after the expiration of such rights, options or warrants, the
Conversion Rate shall be readjusted to the Conversion Rate that would then be in
effect had the adjustments made upon the issuance of such rights, options or
warrants been made on the basis of delivery of only the number of Common Shares
actually delivered. If such rights, options or warrants are not so issued, the
Conversion Rate shall again be adjusted to be the Conversion Rate that would
then be in effect if the record date for the determination of shareholders
entitled to receive such rights, options or warrants had not been fixed. In
determining whether any rights, options or warrants entitle the shareholders to
subscribe for or purchase shares of Common Stock at a price less than the
Current Market Price per share of Common Stock and in determining the aggregate
offering price of the total number of shares of Common Stock so offered, there
shall be taken into account any consideration received by the Company for such
rights, options or warrants and any amount payable on exercise or conversion
thereof, the value of such consideration, if other than cash, to be determined
by the Board of Directors.

                  (4) In case the Company shall make a dividend or other
distribution to all holders of its Common Stock of securities or other property
(including evidences of indebtedness or other non-cash assets), including shares
of capital stock or similar equity instruments (excluding (x) any dividend or
distribution of Common Stock for which an adjustment was made pursuant to
Section 4.6(a)(1), any subdivision or combination of Common Stock for which an
adjustment was made pursuant to Section 4.6(a)(2), any issuance of rights,
options or warrants for which an adjustment was made pursuant to Section
4.6(a)(3) and (y) any dividend or distribution paid exclusively in cash for
which an adjustment was made pursuant to Section 4.6(a)(7)) (the "Distributed
Securities"), then in each such case the Conversion Rate in effect immediately
prior to the record date fixed for the determination of stockholders entitled to
receive such

                                      -33-

<PAGE>

dividend or distribution shall be adjusted so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect immediately prior to
such record date by a fraction of which the numerator shall be the Current
Market Price per share of the Common Stock on such record date and of which the
denominator shall be Current Market Price per share on the record date mentioned
below less the fair market value (as determined by the Board of Directors, whose
determination shall be conclusive evidence of such fair market value and which
shall be evidenced by an Officers' Certificate delivered to the Trustee) on such
record date of the portion of the Distributed Securities so distributed
applicable to one share of Common Stock (determined on the basis of the number
of shares of Common Stock outstanding at the close of business on such record
date). Such adjustment shall be made successively whenever any such distribution
is made and shall become effective immediately after the record date for the
determination of stockholders entitled to receive such distribution.

         In the event the then fair market value (as so determined) of the
portion of the Distributed Securities so distributed applicable to one share of
Common Stock is equal to or greater than the Current Market Price per share of
the Common Stock on such record date, in lieu of the foregoing adjustment,
adequate provision shall be made so that each holder of a Security shall have
the right to receive upon conversion the amount of Distributed Securities so
distributed such holder would have received had such holder converted each
Security on such record date. In the event that such dividend or distribution is
not so paid or made, the Conversion Rate shall again be adjusted to be the
Conversion Rate that would then be in effect if such dividend or distribution
had not been declared. If the Board of Directors determines the fair market
value of any distribution for purposes of this Subsection 4.6(a) by reference to
the actual or when issued trading market for any securities, it must in doing so
consider the prices in such market over the same period used in computing the
Current Market Price of the Common Stock.

         Notwithstanding the foregoing, if the securities distributed by the
Company to all holders of its Common Stock consist of capital stock of, or
similar equity interests in, a Subsidiary or other business unit of the Company
(the "Spinoff Securities"), the Conversion Rate shall be increased so that the
same shall be equal to the rate determined by multiplying the Conversion Rate in
effect on the record date fixed for the determination of Shareholders entitled
to receive such distribution by a fraction: the numerator of which shall be the
sum of (A) the average Closing Price of one share of Common Stock over the ten
consecutive Trading Day period (the "Spinoff Valuation Period") commencing on
and including the fifth Trading Day after the date on which "ex-dividend
trading" commences on the Common Stock on the Nasdaq National Market or such
other U.S. national or regional exchange or market on which the Common Stock is
then listed or quoted and (B) the average Closing Price over the Spinoff
Valuation Period of the portion of the Spinoff Securities so distributed
applicable to one share of Common Stock and the denominator of which shall be
the average Closing Price of one share of Common Stock over the Spinoff
Valuation Period, such adjustment to become effective immediately prior to the
opening of business on the fifteenth Trading Day after the date on which
"ex-dividend trading" commences; provided, however, that the Company may in lieu
of the foregoing adjustment elect to reserve the pro rata portion of such
Spinoff Securities so that each Holder of Securities shall have the right to
receive upon conversion thereof the amount of such Spinoff Securities of such
Subsidiary or business unit that such Holder of Securities would have received
if such Securities had been converted on the record date with respect to such
distribution.

                  (5) With respect to any Rights (the "Rights") that may be
issued or distributed pursuant to any rights plan that the Company implements
after the date of this Indenture (a "Rights Plan"), upon conversion of the
Securities into Common Stock, to the extent that such Rights Plan is in effect
upon such conversion, the Holders of Securities will receive, with respect to
the shares of Common Stock issued upon conversion, the Rights described therein
(whether or not the Rights have separated from the Common Stock at

                                      -34-

<PAGE>

the time of conversion), subject to the limitations set forth in and in
accordance with any such Rights Plan; provided that if, at the time of
conversion, however, the Rights have separated from the shares of Common Stock
in accordance with the provisions of the Rights Plan so that Holders would not
be entitled to receive any rights in respect of the shares of Common Stock
issuable upon conversion of the Securities, the Conversion Rate will be adjusted
as if the Company distributed to all holders of Common Stock Distributed
Securities as provided in the first paragraph of clause (4) of this Subsection
4.6(a), subject to readjustment in the event of the expiration, termination or
redemption of the rights. Any distribution of rights or warrants pursuant to a
Rights Plan complying with the requirements set forth in the immediately
preceding sentence of this paragraph shall not constitute a distribution of
rights or warrants pursuant to this Subsection 4.6(a).

                  (6) Rights or warrants (other than Rights issued pursuant to a
Rights Plan) distributed by the Company to all holders of Common Stock entitling
the holders thereof to subscribe for or purchase shares of the Company's Capital
Stock (either initially or under certain circumstances), which rights or
warrants, until the occurrence of a specified event or events (each a "Trigger
Event"): (A) are deemed to be transferred with such shares of Common Stock; (B)
are not exercisable; and (C) are also issued in respect of future issuances of
Common Stock, shall be deemed not to have been distributed for purposes of this
Section 4.6 (and no adjustment to the Conversion Price under this Section 4.6
will be required) until the occurrence of the earliest Trigger Event, whereupon
such rights and warrants shall be deemed to have been distributed and an
appropriate adjustment (if any is required) to the Conversion Rate shall be made
under this Subsection. If any such right or warrant, including any such existing
rights or warrants distributed prior to the date of this Indenture, are subject
to events, upon the occurrence of which such rights or warrants become
exercisable to purchase different securities, evidences of indebtedness or other
assets, then the date of the occurrence of any and each such event shall be
deemed to be the date of distribution and record date with respect to new rights
or warrants with such rights (and a termination or expiration of the existing
rights or warrants without exercise by any of the holders thereof). In addition,
in the event of any distribution (or deemed distribution) of rights or warrants,
or any Trigger Event or other event (of the type described in the preceding
sentence) with respect thereto that was counted for purposes of calculating a
distribution amount for which an adjustment to the Conversion Rate under this
Section 4.6 was made, (x) in the case of any such rights or warrants which shall
all have been redeemed, purchased by the Company or purchased without exercise
by any holders thereof, the Conversion Rate shall be readjusted upon such final
redemption, purchase by the Company or expiration without exercise to give
effect to such distribution or Trigger Event, as the case may be, as though it
were a cash distribution, equal to the per share redemption or purchase price
received by a holder or holders of Common Stock with respect to such rights or
warrants (assuming such holder had retained such rights or warrants), made to
all holders of Common Stock as of the date of such redemption or purchase, and
(y) in the case of such rights or warrants which shall have expired or been
terminated without exercise by any holders thereof, the Conversion Rate shall be
readjusted as if such rights and warrants had not been issued.

                  (7) In case the Company shall, by dividend or otherwise, at
any time distribute (a "Triggering Distribution") to all holders of its Common
Stock cash, the Conversion Rate shall be increased so that the same shall equal
the rate determined by multiplying such Conversion Rate in effect immediately
prior to the day on which such Triggering Distribution is declared
("Determination Date") by a fraction of which the numerator shall be such
Current Market Price per share of the Common Stock on the Determination Date and
the denominator of which shall be the Current Market Price per share of the
Common Stock on the Determination Date less the sum of the aggregate amount of
cash, paid or payable within such 12 months (including, without limitation, the
Triggering Distribution) applicable to one share of Common Stock (determined on
the basis of the number of shares of Common Stock outstanding at the close of
business on

                                      -35-

<PAGE>

the Determination Date), such increase to become effective immediately prior to
the opening of business on the day following the date on which the Triggering
Distribution is paid.

                  (8) In case any tender offer made by the Company or any of its
Subsidiaries for all or any portion of Common Stock shall expire, then
immediately prior to the opening of business on the day after the last date (the
"Expiration Date") tenders could have been made pursuant to such tender offer
(as it may be amended) (the last time at which such tenders could have been made
on the Expiration Date is hereinafter sometimes called the "Expiration Time"),
the Conversion Rate shall be increased so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect immediately prior to the
close of business on the Expiration Date by a fraction of which the numerator
shall be the sum of (A) the fair market value of the aggregate consideration
(the fair market value as determined by the Board of Directors, whose
determination shall be conclusive evidence of such fair market value and which
shall be evidenced by an Officers' Certificate delivered to the Trustee) payable
to stockholders based on the acceptance (up to any maximum specified in the
terms of the tender offer) of all shares validly tendered and not withdrawn as
of the Expiration Time (the shares deemed so accepted, up to any such maximum,
being referred to as the "Purchased Shares") and (B) the product of the number
of shares of Common Stock outstanding (less any Purchased Shares and excluding
any shares held in the treasury of the Company) at the Expiration Time and the
average Closing Price per share of Common Stock for the three Trading Days next
succeeding the Expiration Date and the denominator of which shall be the product
of the number of shares of Common Stock outstanding (including Purchased Shares
but excluding any shares held in the treasury of the Company) at the Expiration
Time multiplied by average the Closing Price per share of the Common Stock for
the three Trading Days next succeeding the Expiration Date, such increase to
become effective immediately prior to the opening of business on the day
following the Expiration Date. In the event that the Company is obligated to
purchase shares pursuant to any such tender offer, but the Company is
permanently prevented by applicable law from effecting any or all such purchases
or any or all such purchases are rescinded, the Conversion Rate shall again be
adjusted to be the Conversion Rate which would have been in effect based upon
the number of shares actually purchased. If the application of this clause (8)
of Subsection 4.6(a) to any tender offer would result in a decrease in the
Conversion Rate, no adjustment shall be made for such tender offer under this
clause (8).

                  (9) For purposes of this Subsection, the term "tender offer"
shall mean and include both tender offers and exchange offers, all references to
"purchases" of shares in tender offers (and all similar references) shall mean
and include both the purchase of shares in tender offers and the acquisition of
shares pursuant to exchange offers, and all references to "tendered shares" (and
all similar references) shall mean and include shares tendered in both tender
offers and exchange offers.

                  (10) For the purpose of any computation under this Subsection
4.6(a), the current market price (the "Current Market Price") per share of
Common Stock on any date shall be deemed to be the average of the daily closing
prices for the 10 consecutive Trading Days before (A) the Determination Date or
the Expiration Date, as the case may be, with respect to distributions or tender
offers under this Subsection 4.6(a) or (B) the record date with respect to
distributions, issuances or other events requiring such computation under this
Section 4.6. The closing price (the "Closing Price") for each day shall be the
last reported sales price or, in case no such reported sale takes place on such
date, the average of the reported closing bid and asked prices in either case on
the Nasdaq National Market or, if the Common Stock is not listed or admitted to
trading on the Nasdaq National Market, on the principal national securities
exchange on which the Common Stock is listed or admitted to trading or, if not
listed or admitted to trading on the Nasdaq National Market or any national
securities exchange, the last reported sales price of the Common Stock as quoted
on NASDAQ or, in case no reported sale takes place, the average of the closing
bid and asked prices as quoted on NASDAQ or any comparable system or, if the
Common Stock is not quoted on NASDAQ or any comparable

                                      -36-

<PAGE>

system, the closing sales price or, in case no reported sale takes place, the
average of the closing bid and asked prices, as furnished by any two members of
the National Association of Securities Dealers, Inc. selected from time to time
by the Company for that purpose. If no such prices are available, the Current
Market Price per share shall be the fair value of a share of Common Stock as
reasonably determined by the Board of Directors (which determination shall be
conclusive and shall be evidenced by an Officers' Certificate delivered to the
Trustee).

         (b)      In any case in which this Section 4.6 shall require that an
adjustment be made following a record date, a Determination Date or Expiration
Date, as the case may be, established for the purposes specified in this Section
4.6, the Company may elect to defer (but only until five Business Days following
the filing by the Company with the Trustee of the certificate described in
Section 4.9) issuing to the Holder of any Security converted after such record
date, Determination Date or Expiration Date the shares of Common Stock and other
capital stock of the Company issuable upon such conversion over and above the
shares of Common Stock and other capital stock of the Company (or other cash,
property or securities, as applicable) issuable upon such conversion only on the
basis of the Conversion Rate prior to adjustment; and, in lieu of any cash,
property or securities the issuance of which is so deferred, the Company shall
issue or cause its transfer agents to issue due bills or other appropriate
evidence prepared by the Company of the right to receive such cash, property or
securities. If any distribution in respect of which an adjustment to the
Conversion Rate is required to be made as of the record date, Determination Date
or Expiration Date therefor is not thereafter made or paid by the Company for
any reason, the Conversion Rate shall be readjusted to the Conversion Rate which
would then be in effect if such record date had not been fixed or such effective
date, Determination Date or Expiration Date had not occurred.

         (c)      For purposes of this Section 4.6, "record date" shall mean,
with respect to any dividend, distribution or other transaction or event in
which the holders of Common Stock have the right to receive any cash, securities
or other property or in which the Common Stock (or other applicable security) is
exchanged or converted into any combination of cash, securities or other
property, the date fixed for determination of stockholders entitled to receive
such cash, security or other property (whether or not such date is fixed by the
Board of Directors or by statute, contract or otherwise).

         SECTION 4.7. NO ADJUSTMENT.

         (a)      No adjustment in the Conversion Rate shall be required if
Holders may participate in the transactions set forth in Section 4.6 above (to
the same extent as if the Securities had been converted into Common Stock
immediately prior to such transactions) without converting the Securities held
by such Holders.

         (b)      Any adjustments which by reason of this Section 4.7 would
otherwise be required to be made shall be carried forward and taken into account
in any subsequent adjustment. All calculations under this Article 4 shall be
made to the nearest cent or to the nearest one-hundredth of a share, as the case
may be.

         (c)      No adjustment in the Conversion Rate shall be required for
issuances of Common Stock pursuant to a Company plan for reinvestment of
dividends or interest or for a change in the par value or a change to no par
value of the Common Stock.

         (d)      To the extent that the Securities become convertible into the
right to receive cash, no adjustment need be made thereafter as to the cash.

                                      -37-

<PAGE>

         SECTION 4.8. ADJUSTMENT FOR TAX PURPOSES.

         The Company shall be entitled to make such increases in the Conversion
Rate, in addition to those required by Section 4.6, as it in its discretion
shall determine to be advisable in order that any stock dividends, subdivisions
of shares, distributions of rights to purchase stock or securities or
distributions of securities convertible into or exchangeable for stock hereafter
made by the Company to its stockholders shall not be taxable. Any such change in
the Conversion Rate shall also be made to the Conversion Price.

         SECTION 4.9. NOTICE OF ADJUSTMENT.

         Whenever the Conversion Rate or conversion privilege is required to be
adjusted pursuant to this Indenture, the Company shall promptly mail to Holders
a notice of the adjustment and file with the Trustee an Officers' Certificate
briefly stating the facts requiring the adjustment and the manner of computing
it. Unless and until the Trustee shall receive an Officers' Certificate setting
forth an adjustment of the Conversion Rate, the Trustee may assume without
inquiry that the Conversion Rate has not been adjusted and that the last
Conversion Rate of which it has knowledge remains in effect.

         SECTION 4.10. NOTICE OF CERTAIN TRANSACTIONS.

         In the event that:

         (a)      the Company takes any action which would require an adjustment
in the Conversion Rate;

         (b)      the Company consolidates or merges with, or transfers all or
substantially all of its property and assets to, another corporation and
stockholders of the Company must approve the transaction; or

         (c)      there is a dissolution or liquidation of the Company,

the Company shall mail to Holders and file with the Trustee a notice stating the
proposed record date or effective date, as the case may be. The Company shall
mail such notice at least 10 days before such proposed record date or effective
date. Failure to mail such notice or any defect therein shall not affect the
validity of any transaction referred to in clause (a), (b) or (c) of this
Section 4.10.

         SECTION 4.11. EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE
                       ON CONVERSION PRIVILEGE.

         (a)      If any of the following shall occur, namely: (1) any
reclassification or change of shares of Common Stock issuable upon conversion of
the Securities (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination or any other transaction or event for which an adjustment is
provided in Section 4.6); (2) any statutory share exchange, consolidation or
merger or combination to which the Company is a party other than a merger in
which the Company is the continuing corporation and which does not result in any
reclassification of, or change (other than in par value, or from par value to no
par value, or from no par value to par value, or as a result of a subdivision or
combination) in, outstanding shares of Common Stock; or (3) any sale or
conveyance of all or substantially all the property and assets of the Company,
directly or indirectly, to any person, then the Company and any such successor,
purchasing or transferee corporation, as the case may be, shall, as a condition
precedent to such reclassification, change, combination, statutory share
exchange, consolidation, merger, sale or conveyance, execute and deliver to the
Trustee a supplemental indenture to this Indenture providing that the Holder of
each Security then outstanding shall have the right to convert such

                                      -38-

<PAGE>

Security into the kind and amount of shares of stock and other securities and
property (including cash) receivable upon such reclassification, change,
combination, statutory share exchange, consolidation, merger, sale or conveyance
by a holder of the number of shares of Common Stock deliverable upon conversion
of such Security immediately prior to such reclassification, change,
combination, statutory share exchange, consolidation, merger, sale or
conveyance. Such supplemental indenture shall provide for adjustments of the
Conversion Rate which shall be as nearly equivalent as may be practicable to the
adjustments of the Conversion Rate provided for in this Article 4. If, in the
case of any such consolidation, merger, combination, statutory share exchange,
sale or conveyance, the stock or other securities and property (including cash)
receivable thereupon by a holder of Common Stock include shares of stock or
other securities and property of a person other than the successor, purchasing
or transferee corporation, as the case may be, in such consolidation, merger,
combination, statutory share exchange, sale or conveyance, then such
supplemental indenture shall also be executed by such other person and shall
contain such additional provisions to protect the interests of the Holders of
the Securities as the Board of Directors shall reasonably consider necessary by
reason of the foregoing. The provisions of this Section 4.11 shall similarly
apply to successive reclassifications, changes, combinations, consolidations,
mergers, sales or conveyances.

         (b)      In the event the Company shall execute a supplemental
indenture pursuant to this Section 4.11, the Company shall promptly file with
the Trustee (1) an Officers' Certificate briefly stating the reasons therefor,
the kind or amount of shares of stock or other securities or property (including
cash) receivable by Holders of the Securities upon the conversion of their
Securities after any such reclassification, change, combination, consolidation,
merger, sale or conveyance, any adjustment to be made with respect thereto and
that all conditions precedent have been complied with and (2) an Opinion of
Counsel that all conditions precedent thereto and hereunder have been complied
with, and shall promptly mail notice thereof to all Holders.

         SECTION 4.12. TRUSTEE'S DISCLAIMER.

         (a)      The Trustee shall have no duty to determine when an adjustment
under this Article 4 should be made, how it should be made or what such
adjustment should be, but may accept as conclusive evidence of that fact or the
correctness of any such adjustment, and shall be protected in relying upon, an
Officers' Certificate including the Officers' Certificate with respect thereto
which the Company is obligated to file with the Trustee pursuant to Section 4.9.
The Trustee makes no representation as to the validity or value of any
securities or assets issued upon conversion of Securities, and the Trustee shall
not be responsible for the Company's failure to comply with any provisions of
this Article 4.

         (b)      The Trustee shall not be under any responsibility to determine
the correctness of any provisions contained in any supplemental indenture
executed pursuant to Section 4.11, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 4.11.

         SECTION 4.13. VOLUNTARY INCREASE.

         The Company from time to time may increase the Conversion Rate by any
amount for any period of time if the period is at least 20 days and if the
increase is irrevocable during the period if the Board of Directors determines
that such increase would be in the best interest of the Company or to avoid or
diminish income tax to holders of shares of our Common Stock in connection with
a dividend or distribution of stock or similar event, and the Company provides
15 days prior notice of any increase in the Conversion Rate;

                                      -39-

<PAGE>

provided, however, that in no event may the Company increase the Conversion Rate
so that the adjusted Conversion Price would be less than the par value of a
share of Common Stock. Any such change in the Conversion Rate shall also be made
to the Conversion Price.

                                    ARTICLE 5

                             [INTENTIONALLY OMITTED]

                                    ARTICLE 6
                                    COVENANTS

         SECTION 6.1. PAYMENT OF SECURITIES.

         (a)      The Company shall promptly make all payments in respect of the
Securities on the dates and in the manner provided in the Securities and this
Indenture. An installment of principal or interest or Liquidated Damages, if
any, shall be considered paid on the date it is due if the Paying Agent (other
than the Company) holds by 11:00 a.m., New York City time, on that date money,
deposited by or on behalf of the Company sufficient to pay the installment.
Subject to Section 4.2 hereof, accrued and unpaid interest on any Security that
is payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security is registered at
the close of business on the Regular Record Date for such interest at the office
or agency of the Company maintained for such purpose. The Company shall, to the
fullest extent permitted by law, pay interest in immediately available funds on
overdue principal (including premium, if any) and overdue installments of
interest at the rate borne by the Securities.

         (b)      Payment of the principal of (and premium, if any) and interest
on the Securities shall be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York
(which shall initially be the Trustee) or at the Corporate Trust Office of the
Trustee in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address
appears in the Register; provided further that a Holder with an aggregate
principal amount in excess of $2,000,000 will be paid by wire transfer in
immediately available funds at the election of such Holder if such Holder has
provided wire transfer instructions to the Company at least 10 Business Days
prior to the payment date.

         SECTION 6.2. SEC REPORTS.

         (a)      The Company shall file all reports and other information and
documents which it is required to file with the SEC pursuant to Section 13 or
15(d) of the Exchange Act, and within 15 days after it files them with the SEC,
the Company shall file copies of all such reports, information and other
documents with the Trustee; provided that any such reports, information and
documents filed with the SEC pursuant to its Electronic Data Gathering, Analysis
and Retrieval system shall be deemed to be filed with the Trustee.

         (b)      Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                      -40-

<PAGE>

         SECTION 6.3. COMPLIANCE CERTIFICATES.

         The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year of the Company (beginning with the fiscal year ending
December 31, 2004), an Officers' Certificate as to the signer's knowledge of the
Company's compliance with all conditions and covenants on its part contained in
this Indenture and stating whether or not the signer knows of any default or
Event of Default. If such signer knows of such a default or Event of Default,
the Officers' Certificate shall describe the default or Event of Default and the
efforts to remedy the same. For the purposes of this Section 6.3, compliance
shall be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

         SECTION 6.4. FURTHER INSTRUMENTS AND ACTS.

         Upon request of the Trustee, the Company will execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purposes of this Indenture.

         SECTION 6.5. MAINTENANCE OF CORPORATE EXISTENCE.

         Subject to Article 7, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence.

         SECTION 6.6. RULE 144A INFORMATION REQUIREMENT.

         Within the period prior to the expiration of the holding period
applicable to sales thereof under Rule 144(k) under the Securities Act (or any
successor provision), the Company covenants and agrees that it shall, during any
period in which it is not subject to Section 13 or 15(d) under the Exchange Act,
upon the request of any Holder or beneficial holder of the Securities make
available to such Holder or beneficial holder of Securities or any Common Stock
issued upon conversion thereof which continue to be Restricted Securities in
connection with any sale thereof and any prospective purchaser of Securities or
such Common Stock designated by such Holder or beneficial holder, the
information required pursuant to Rule 144A(d)(4) under the Securities Act and it
will take such further action as any Holder or beneficial holder of such
Securities or such Common Stock may reasonably request, all to the extent
required from time to time to enable such Holder or beneficial holder to sell
its Securities or Common Stock without registration under the Securities Act
within the limitation of the exemption provided by Rule 144A, as such Rule may
be amended from time to time. Upon the request of any Holder or any beneficial
holder of the Securities or such Common Stock, the Company will deliver to such
Holder a written statement as to whether it has complied with such requirements.

         SECTION 6.7. STAY, EXTENSION AND USURY LAWS.

         The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law or other
law which would prohibit or forgive the Company from paying all or any portion
of the principal of, premium, if any, or interest (including Liquidated Damages,
if any), on the Securities as contemplated herein, wherever enacted, now or at
any time hereafter in force, or which may affect the covenants or the
performance of this Indenture, and the Company (to the extent it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law and
covenants that it will not, by resort to any such

                                      -41-

<PAGE>

law, hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

         SECTION 6.8. PAYMENT OF LIQUIDATED DAMAGES.

         If Liquidated Damages are payable by the Company pursuant to the
Registration Rights Agreement, the Company shall deliver to the Trustee a
certificate to that effect stating (i) the amount of such Liquidated Damages
that are payable, (ii) the reason why such Liquidated Damages are payable and
(iii) the date on which such Liquidated Damages are payable. Unless and until a
Trust Officer of the Trustee receives such a certificate, the Trustee may assume
without inquiry that no such Liquidated Damages is payable. If the Company has
paid Liquidated Damages directly to the Persons entitled to such Liquidated
Damages, the Company shall deliver to the Trustee a certificate setting forth
the particulars of such payment.

                                   ARTICLE 7
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 7.1. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

         (a)      The Company shall not consolidate with or merge into any
Person or convey, transfer or lease the Company's properties and assets
substantially as an entirety to any Person unless:

                  (1) either (A) the Company shall be the surviving corporation
or (B) the Person (if other than the Company) formed by such consolidation or
into which the Company is merged or the Person which acquires by conveyance,
transfer or lease, the properties and assets of the Company substantially as an
entirety shall (i) be a corporation, limited liability company, partnership,
trust or other business entity organized and existing under the laws of the
United States of America or any State thereof and (ii) expressly assumes, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of
and any premium and interest on all the Securities and the performance or
observance of every covenant and provision of this Indenture and the Securities
required on the part of the Company to be performed or observed and the
conversion rights shall be provided for in accordance with Article 4, by
supplemental indenture satisfactory in form to the Trustee, executed and
delivered to the Trustee, by the Person (if other than the Company) formed by
such consolidation or into which the Company shall have been merged or by the
Person which shall have acquired the Company's assets;

                  (2) immediately after giving effect to such transaction, no
Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have happened and be continuing; and

                  (3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture
complies with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.

         (b)      For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise) of the properties and assets of one or more
Subsidiaries of the Company (other than to the Company or another Subsidiary of
the Company), which, if such assets were owned by the Company, would constitute
all or

                                      -42-

<PAGE>

substantially all of the properties and assets of the Company, shall be deemed
to be the transfer of all or substantially all of the properties and assets of
the Company.

         SECTION 7.2. SUCCESSOR SUBSTITUTED.

         Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 7.1, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.

                                   ARTICLE 8
                              DEFAULT AND REMEDIES

         SECTION 8.1. EVENTS OF DEFAULT.

         (a)      An "Event of Default" shall occur if:

                  (1) the Company defaults in the payment of any interest (or
Liquidated Damages, if any, payable to all holders of Registrable Securities (as
defined in the Registration Rights Agreement)) on any Security when the same
becomes due and payable and the default continues for a period of 30 days;

                  (2) the Company defaults in the payment of any principal of
(including, without limitation, any premium, if any, on) any Security when the
same becomes due and payable (whether at maturity, upon a Change in Control
Repurchase Date, Redemption Date, in connection with a Put Right Purchase Date
or otherwise);

                  (3) the Company fails to comply with any of its other terms,
covenants or agreements contained in the Securities or this Indenture and the
default continues for a period of 30 days after the Notice of Default specified
below;

                  (4) the Company fails to provide a Change in Control
Repurchase Notice when required by Section 3.8 and the default continues for a
period of 5 days after the Notice of Default specified below; or

                  (5) any indebtedness under any bond, debenture, note or other
evidence of indebtedness for money borrowed (or guarantee thereof) by the
Company or any Significant Subsidiary or under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed by the Company or any Significant
Subsidiary (an "Instrument") with an aggregate principal amount then outstanding
in excess of $5,000,000, whether such indebtedness now exists or shall hereafter
be created, is not paid at final maturity of the Instrument by the end of the
applicable grace period (either at its stated maturity or upon acceleration
thereof), and such indebtedness is not discharged, or such acceleration is not
rescinded or annulled, within a period of 30 days after there shall have been
given, by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in aggregate principal
amount of the Securities then outstanding a written notice specifying such
default and requiring the Company or such Significant Subsidiary to cause such
indebtedness to be

                                      -43-

<PAGE>

discharged or cause such default to be cured or waived or such acceleration to
be rescinded or annulled and stating that such notice is a "Notice of Default"
hereunder; or

         (6)      the Company or any Significant Subsidiary, pursuant to or
within the meaning of any Bankruptcy Law:

                           (A)      commences a voluntary case or proceeding;

                           (B)      consents to the entry of an order for relief
against it in an involuntary case or proceeding or the commencement of any case
against it;

                           (C)      consents to the appointment of a Custodian
of it or for all or substantially all of its property;

                           (D)      makes a general assignment for the benefit
of its creditors;

                           (E)      files a petition in bankruptcy or answer or
consent seeking reorganization or relief; or

                           (F)      consents to the filing of such a petition or
the appointment of or taking possession by a Custodian; or

                  (7) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:

                           (A)      is for relief against the Company or any
Significant Subsidiary in an involuntary case or proceeding or adjudicates the
Company or any Significant Subsidiary insolvent or bankrupt;

                           (B)      appoints a Custodian of the Company or any
Significant Subsidiary or for all or substantially all of the property of the
Company or any Significant Subsidiary; or

                           (C)      orders the winding up or liquidation of the
Company or any Significant Subsidiary;

and in each case the order or decree remains unstayed and in effect for 60
consecutive days.

The term "Bankruptcy Law" means Title 11 of the United States Code (or any
successor thereto) or any similar federal or state law for the relief of
debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

         (b)      A default under clauses (3) or (4) of Subsection 8.1(a) is not
an Event of Default until the Trustee notifies the Company, or the Holders of at
least 25% in aggregate principal amount of the Securities then outstanding
notify the Company and the Trustee, in writing of the default, and the Company
does not cure the default within the time specified in clauses (3) or (4) of
Subsection 8.1(a) after receipt of such notice. The notice given pursuant to
this Section 8.1 must specify the default, demand that it be remedied and state
that the notice is a Notice of Default. When any default under this Section 8.1
is cured, it ceases.

                                      -44-

<PAGE>

         (c)      The Company will deliver to the Trustee, within 5 Business
Days of becoming aware of the occurrence of an Event of Default, written notice
thereof. In addition, the Company shall deliver to the Trustee, within 10 days
after it becomes aware of the occurrence thereof, written notice of any event
which with the lapse of time would become an Event of Default under clause (3),
(4) or (5) of Subsection 8.1(a).

         The Trustee shall not be charged with knowledge of any Event of Default
unless written notice thereof shall have been given to a Trust Officer at the
Corporate Trust Office of the Trustee by the Company, a Paying Agent, any Holder
or any agent of any Holder or unless it acquires actual knowledge of such Event
of Default in the course of performing other duties pursuant to this Indenture.

         SECTION 8.2. ACCELERATION.

         If an Event of Default (other than an Event of Default specified in
clause (6) or (7) of Subsection 8.1(a)) occurs and is continuing with respect to
the Company, the Trustee may, by notice to the Company, or the Holders of at
least 25% in aggregate principal amount of the Securities then outstanding may,
by notice to the Company and the Trustee, declare the principal amount, and all
accrued and unpaid interest, to the date of acceleration on the Securities then
outstanding (if not then due and payable) to be due and payable upon any such
declaration, and the same shall become and be immediately due and payable. If an
Event of Default specified in clause (6) or (7) of Subsection 8.1(a) occurs and
is continuing with respect to the Company, the principal amount, and all accrued
and unpaid interest, of the Securities then outstanding shall ipso facto become
and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder. The Holders of a majority in aggregate
principal amount of the Securities then outstanding by notice to the Trustee may
rescind an acceleration and its consequences if (a) all existing Events of
Default, other than the nonpayment of the principal of the Securities which has
become due solely by such declaration of acceleration, have been cured or
waived; (b) to the extent the payment of such interest is lawful, interest
(calculated at the rate per annum borne by the Securities) on overdue
installments of interest and overdue principal, which has become due otherwise
than by such declaration of acceleration, has been paid; (c) the rescission
would not conflict with any judgment or decree of a court of competent
jurisdiction; and (d) all payments due to the Trustee and any predecessor
Trustee under Section 9.7 have been made. No such rescission shall affect any
subsequent default or impair any right consequent thereto.

         SECTION 8.3. OTHER REMEDIES.

         (a)      If an Event of Default occurs and is continuing, the Trustee
may, but shall not be obligated to, pursue any available remedy by proceeding at
law or in equity to collect the payment of the principal of or interest on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture.

         (b)      The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

         SECTION 8.4. WAIVER OF DEFAULTS AND EVENTS OF DEFAULT.

         Subject to Sections 8.7 and 11.2, the Holders of a majority in
aggregate principal amount of the Securities then outstanding by notice to the
Trustee may waive an existing default or Event of Default and its consequences,
except a default or Event of Default in the payment of the principal of,
premium, if any, or

                                      -45-

<PAGE>

interest on any Security, a failure by the Company to convert any Securities
into Common Stock or any default or Event of Default in respect of any provision
of this Indenture or the Securities which, under Section 11.2, cannot be
modified or amended without the consent of the Holder of each Security affected.
When a default or Event of Default is waived, it is cured and ceases.

         SECTION 8.5. CONTROL BY MAJORITY.

         The Holders of a majority in aggregate principal amount of the
Securities then outstanding may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, that the Trustee determines
may be unduly prejudicial to the rights of another Holder or the Trustee, or
that may involve the Trustee in personal liability unless the Trustee is offered
indemnity satisfactory to it; provided, however, that the Trustee may take any
other action deemed proper by the Trustee which is not inconsistent with such
direction.

         SECTION 8.6. LIMITATIONS ON SUITS.

         (a)      A Holder may not pursue any remedy with respect to this
Indenture or the Securities (except actions for payment of overdue principal,
premium, if any, or interest for the conversion of the Securities pursuant to
Article 4) unless:

                  (1) the Holder gives to the Trustee written notice of a
continuing Event of Default;

                  (2) the Holders of at least 25% in aggregate principal amount
of the then outstanding Securities make a written request to the Trustee to
pursue the remedy;

                  (3) such Holder or Holders offer to the Trustee reasonable
indemnity to the Trustee against any loss, liability or expense;

                  (4) the Trustee does not comply with the request within 60
days after receipt of the request and the offer of indemnity; and

                  (5) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a majority
in aggregate principal amount of the Securities then outstanding.

         (b)      A Securityholder may not use this Indenture to prejudice the
rights of another Securityholder or to obtain a preference or priority over such
other Securityholder.

         SECTION 8.7. RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO CONVERT.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of the principal of and interest on the
Security, on or after the respective due dates expressed in the Security and
this Indenture, to convert such Security in accordance with Article 4 and to
bring suit for the enforcement of any such payment on or after such respective
dates or the right to convert, is absolute and unconditional and shall not be
impaired or affected without the consent of the Holder.

                                      -46-

<PAGE>

         SECTION 8.8. COLLECTION SUIT BY TRUSTEE.

         If an Event of Default in the payment of principal or interest
specified in clause (1) or (2) of Subsection 8.1(a) occurs and is continuing,
the Trustee may recover judgment in its own name and as trustee of an express
trust against the Company or another obligor on the Securities for the whole
amount of principal and accrued interest remaining unpaid, together with, to the
extent that payment of such interest is lawful interest on overdue principal and
overdue installments of interest in each case at the rate per annum borne by the
Securities and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

         SECTION 8.9. TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders allowed in
any judicial proceedings relative to the Company (or any other obligor on the
Securities), its creditors or its property and shall be entitled and empowered
to collect and receive any money or other property payable or deliverable on any
such claims and to distribute the same, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 9.7, and to the extent that such payment of the reasonable compensation,
expenses, disbursements and advances in any such proceedings shall be denied for
any reason, payment of the same shall be secured by a lien on, and shall be paid
out of, any and all distributions, dividends, money, securities and other
property which the Holders may be entitled to receive in such proceedings,
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to, or, on behalf of any Holder, to authorize, accept or
adopt any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

         SECTION 8.10. PRIORITIES.

         (a)      If the Trustee collects any money pursuant to this Article 8,
it shall pay out the money in the following order:

                  (1) First, to the Trustee for amounts due under Section 9.7;

                  (2) Second, to Holders for amounts due and unpaid on the
Securities for principal and interest (including Liquidated Damages, if any),
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Securities for principal and interest (including
Liquidated Damages, if any), respectively;

                  (3) Third, to such other Person or Persons, if any, to the
extent entitled thereto; and

                  (4) Fourth, the balance, if any, to the Company.

                                      -47-

<PAGE>

         (b)      The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 8.10.

         SECTION 8.11. UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 8.11 does not apply to a suit made by the Trustee, a suit
by a Holder pursuant to Section 8.7, or a suit by Holders of more than 10% in
aggregate principal amount of the Securities then outstanding.

                                    ARTICLE 9
                                     TRUSTEE

         SECTION 9.1. DUTIES OF TRUSTEE.

         (a)      If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture and use the same degree of care and skill in its exercise as a prudent
person would exercise or use under the circumstances in the conduct of his or
her own affairs. (b) Except during the continuance of an Event of Default:

                  (1) the Trustee need perform only those duties as are
specifically set forth in this Indenture and no others; and

                  (2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture. The Trustee,
however, shall examine any certificates and opinions which by any provision
hereof are specifically required to be delivered to the Trustee to determine
whether or not they conform to the requirements of this Indenture.

         (c)      The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (1) this paragraph does not limit the effect of Subsection (b)
of this Section 9.1;

                  (2) the Trustee shall not be liable for any error of judgment
made in good faith by a Trust Officer, unless it is proved that the Trustee was
negligent in ascertaining the pertinent facts; and

                  (3) the Trustee shall not be liable with respect to any action
it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 8.5.

         (d)      No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers unless the Trustee shall have received adequate indemnity in
its opinion against potential costs and liabilities incurred by it relating
thereto.

                                      -48-

<PAGE>

Every provision of this Indenture that in any way relates to the Trustee is
subject to Subsections (a), (b), (c) and (d) of this Section 9.1.

         (e)      The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

         SECTION 9.2. RIGHTS OF TRUSTEE.

         (a)      Subject to Section 9.1:

                  (1) The Trustee may rely conclusively on any document believed
by it to be genuine and to have been signed or presented by the proper person.
The Trustee need not investigate any fact or matter stated in the document.

                  (2) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel, which shall conform
to Section 12.4(b). The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on such Officers' Certificate or
Opinion.

                  (3) The Trustee may act through its agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

                  (4) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers.

                  (5) The Trustee may consult with counsel of its selection, and
the advice or opinion of such counsel as to matters of law shall be full and
complete authorization and protection in respect of any such action taken,
omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.

                  (6) The Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity satisfactory to the
Trustee against the costs, expenses and liabilities which might be incurred by
it in compliance with such request or direction.

                  (7) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation.

                  (8) The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Trust Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office, and such
notice references the Securities and this Indenture.

                                      -49-

<PAGE>

                  (9) The rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, including, without limitation as Paying Agent,
Registrar and Conversion Agent, and to each agent, custodian and other Person
employed to act hereunder.

         SECTION 9.3. INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate of the Company with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. However, the Trustee is
subject to Sections 9.10 and 9.11.

         SECTION 9.4. TRUSTEE'S DISCLAIMER.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture, the Securities, or the Pledged Securities it shall not be
accountable for the Company's use of the proceeds from the Securities, and it
shall not be responsible for any statement in the Securities other than its
certificate of authentication.

         SECTION 9.5. NOTICE OF DEFAULT OR EVENTS OF DEFAULT.

         If a default or an Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee shall mail to each Securityholder notice of
all uncured defaults or Events of Default known to it within 90 days after it
occurs. However, the Trustee may withhold the notice if and so long as a
committee of its Trust Officers in good faith determines that withholding notice
is in the interests of Securityholders, except in the case of a default or an
Event of Default in payment of the principal of, or premium, if any, or interest
on any Security when due or in the payment of any redemption or purchase
obligation.

         SECTION 9.6. REPORTS BY TRUSTEE TO HOLDERS.

         (a)      If a report is required by TIA Section 313, within 60 days
after each December 31, beginning with the December 31 following the date of
this Indenture, the Trustee shall mail to each Securityholder a brief report
dated as of such December 31 that complies with TIA Section 313(a). The Trustee
also shall comply with TIA Section 313(b)(2) and (c).

         (b)      A copy of each report at the time of its mailing to
Securityholders shall be mailed to the Company and, to the extent required by
the TIA, filed with the SEC, and each stock exchange, if any, on which the
Securities are listed. The Company shall notify the Trustee whenever the
Securities become listed on any stock exchange or listed or admitted to trading
on any quotation system and any changes in the stock exchanges or quotation
systems on which the Securities are listed or admitted to trading and of any
delisting thereof.

         SECTION 9.7. COMPENSATION AND INDEMNITY.

         (a)      The Company shall pay to the Trustee from time to time such
compensation (as agreed to from time to time by the Company and the Trustee in
writing) for its services (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust). The Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by it. Such expenses may
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

                                      -50-

<PAGE>

         (b)      The Company shall indemnify the Trustee or any predecessor
Trustee (which for purposes of this Section 9.7 shall include its officers,
directors, employees and agents) for, and hold it harmless against, any and all
loss, liability or expense including taxes (other than taxes based upon,
measured by or determined by the income of the Trustee), (including reasonable
legal fees and expenses) incurred by it in connection with the acceptance or
administration of its duties under this Indenture or any action or failure to
act as authorized or within the discretion or rights or powers conferred upon
the Trustee hereunder including the reasonable costs and expenses of the Trustee
and its counsel in defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder. The
Trustee shall notify the Company promptly of any claim asserted against the
Trustee for which it may seek indemnity. The Company need not pay for any
settlement effected without its prior written consent, which shall not be
unreasonably withheld.

         (c)      The Company need not reimburse the Trustee for any expense or
indemnify it against any loss or liability incurred by it resulting from its
gross negligence or bad faith.

         (d)      To secure the Company's payment obligations in this Section
9.7, the Trustee shall have a senior claim to which the Securities are hereby
made subordinate on all money or property held or collected by the Trustee,
except such money or property held in trust to pay the principal of and interest
on particular Securities. The obligations of the Company under this Section 9.7
shall survive the satisfaction and discharge of this Indenture or the
resignation or removal of the Trustee.

         (e)      When the Trustee incurs expenses or renders services after an
Event of Default specified in clause (6) or (7) of Subsection 8.1(a) occurs, the
expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law. The provisions of this
Section shall survive the termination of this Indenture.

         SECTION 9.8. REPLACEMENT OF TRUSTEE.

         (a)      The Trustee may resign by so notifying the Company. The
Holders of a majority in aggregate principal amount of the Securities then
outstanding may remove the Trustee by so notifying the Trustee and may, with the
Company's written consent, appoint a successor Trustee. The Company may remove
the Trustee if:

                  (1) the Trustee fails to comply with Section 9.10;

                  (2) the Trustee is adjudged a bankrupt or an insolvent;

                  (3) a receiver or other public officer takes charge of the
Trustee or its property; or

                  (4) the Trustee becomes incapable of acting.

         (b)      If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. The resignation or removal of a Trustee shall not be
effective until a successor Trustee shall have delivered the written acceptance
of its appointment as described below.

         (c)      If a successor Trustee does not take office within 45 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of 10% in principal amount of the Securities

                                      -51-

<PAGE>

then outstanding may petition any court of competent jurisdiction for the
appointment of a successor Trustee at the expense of the Company.

         (d)      If the Trustee fails to comply with Section 9.10, any Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         (e)      A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee and be released from its obligations (exclusive of any
liabilities that the retiring Trustee may have incurred while acting as Trustee)
hereunder, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. A successor Trustee shall mail
notice of its succession to each Holder.

         (f)      A retiring Trustee shall not be liable for the acts or
omissions of any successor Trustee after its succession.

        (g)       Notwithstanding replacement of the Trustee pursuant to this
Section 9.8, the Company's obligations under Section 9.7 shall continue for the
benefit of the retiring Trustee.

         SECTION 9.9. SUCCESSOR TRUSTEE BY MERGER, ETC.

         If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust assets (including the
administration of this Indenture) to, another corporation, the resulting,
surviving or transferee corporation, without any further act, shall be the
successor Trustee, provided such transferee corporation shall qualify and be
eligible under Section 9.10. Such successor Trustee shall promptly mail notice
of its succession to the Company and each Holder.

         SECTION 9.10. ELIGIBILITY; DISQUALIFICATION.

         The Trustee shall always satisfy the requirements of paragraphs (1),
(2) and (5) of TIA Section 310(a). The Trustee (or its parent holding company)
shall have a combined capital and surplus of at least $50,000,000. If at any
time the Trustee shall cease to satisfy any such requirements, it shall resign
immediately in the manner and with the effect specified in this Article 9. The
Trustee shall be subject to the provisions of TIA Section 310(b). Nothing herein
shall prevent the Trustee from filing with the SEC the application referred to
in the penultimate paragraph of TIA Section 310(b).

         SECTION 9.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

                                      -52-

<PAGE>

                                   ARTICLE 10
                     SATISFACTION AND DISCHARGE OF INDENTURE

         SECTION 10.1. SATISFACTION AND DISCHARGE OF INDENTURE.

         (a)      (1) This Indenture shall cease to be of further effect (except
as to any surviving rights of conversion, registration of transfer or exchange
of Securities herein expressly provided for and except as further provided
below), and the Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

                  (1) either

                           (A)      all Securities theretofore authenticated and
delivered (other than (i) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.7 and (ii)
Securities for whose payment money has theretofore been deposited in trust and
thereafter repaid to the Company as provided in Section 10.3) have been
delivered to the Trustee for cancellation; or

                           (B)      all such Securities not theretofore
delivered to the Trustee for cancellation,

                                    (i)      have become due and payable,

                                    (ii)     will become due and payable at the
Final Maturity Date within one year, or

                                    (iii)    are to be called for redemption
within one year under arrangements reasonably satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company

                  (2) and the Company has irrevocably deposited or caused to be
irrevocably deposited cash with the Trustee or a Paying Agent (other than the
Company or any of its Affiliates) as trust funds in trust for the purpose of and
in an amount sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal and interest to the date of such deposit (in the case of Securities
which have become due and payable) or to the Final Maturity Date or Redemption
Date, as the case may be. In the event that the Company exercises its right to
redeem the Securities as provided in Article 3, the Company shall have the right
to withdraw its funds previously deposited with the Trustee or Paying Agent
pursuant to the immediately preceding sentence;

                  (3) the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and

                  (4) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein relating to the satisfaction and discharge of this Indenture
have been complied with.

         (b)      Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company with respect to the conversion
privilege and the Conversion Rate of the Securities pursuant to Article 4, the
obligations of the Company to the Trustee under Section 9.7 and, if money shall
have been deposited with the Trustee pursuant to clause (2) of Subsection
10.1(a), the provisions of Sections 2.3, 2.4,

                                      -53-

<PAGE>

2.5, 2.6, 2.7, 2.12 and 12.5, Articles 3 and 4, the last paragraph of Section
6.2 and this Article 10, shall survive until the Securities have been paid in
full.

         SECTION 10.2. APPLICATION OF TRUST MONEY.

         Subject to the provisions of Section 10.3, the Trustee or a Paying
Agent shall hold in trust, for the benefit of the Holders, all money deposited
with it pursuant to Section 10.1 and shall apply the deposited money in
accordance with this Indenture and the Securities to the payment of the
principal of and interest on the Securities.

         SECTION 10.3. REPAYMENT TO COMPANY.

         (a)      The Trustee and each Paying Agent shall promptly pay to the
Company upon request any excess money (1) deposited with them pursuant to
Section 10.1 and (2) held by them at any time.

                  (b)      The Trustee and each Paying Agent shall, subject to
applicable abandonment property laws, pay to the Company upon request any money
held by them for the payment of principal or interest that remains unclaimed for
two years after a right to such money has matured; provided, however, that the
Trustee or such Paying Agent, before being required to make any such payment,
may at the expense of the Company cause to be mailed to each Holder entitled to
such money notice that such money remains unclaimed and that after a date
specified therein, which shall be at least 30 days from the date of such
mailing, any unclaimed balance of such money then remaining will be repaid to
the Company. After payment to the Company, Holders entitled to money must look
to the Company for payment as general creditors unless an applicable abandoned
property law designates another person.

         SECTION 10.4. REINSTATEMENT.

         (a)      If the Trustee or any Paying Agent is unable to apply any
money in accordance with Section 10.2 by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company's obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to Section 10.1 until
such time as the Trustee or such Paying Agent is permitted to apply all such
money in accordance with Section 10.2; provided, however, that if the Company
has made any payment of the principal of or interest on any Securities because
of the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive any such payment from the
money held by the Trustee or such Paying Agent.

         (b)      If pursuant to the last sentence of Section 10.1(1), the
Company withdraws its previously deposited funds as a result of its exercise of
its redemption right, the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit has occurred
pursuant to Section 10.1.

                                      -54-

<PAGE>

                                  ARTICLE 11
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         SECTION 11.1. WITHOUT CONSENT OF HOLDERS.

         (a)      The Company and the Trustee may amend or supplement this
Indenture or the Securities without notice to or consent of any Securityholder
for the purpose of:

                  (1) adding to the Company's covenants for the benefit of the
Holders;

                  (2) surrendering any right or power conferred upon the
Company;

                  (3) providing for conversion rights of Holders if any
reclassification or change of Common Stock or any consolidation, merger or sale
of all or substantially all of the Company's assets occurs;

                  (4) the Conversion Rate, provided that the reduction will not
adversely affect the interests of Holders in any material respect;

                  (5) complying with the requirements of the SEC in order to
effect or maintain the qualification of this Indenture under the TIA;

                  (6) making any changes or modifications to this Indenture
necessary in connection with the registration of the Securities under the
Securities Act as contemplated by the Registration Rights Agreement, provided
that this action does not adversely affect the interests of the Holders in any
material respect;

                  (7) curing any ambiguity, omission, inconsistency or
correcting or supplementing any defective provision contained in this Indenture;
provided that such modification or amendment does not, in the good faith opinion
of the Board of Directors and the Trustee, adversely affect the interests of the
Holders in any material respect;

                  (8) adding or modifying any other provisions which the Company
and the Trustee may deem necessary or desirable and which will not adversely
affect the interests of the Holders in any material respect;

                  (9) complying with Article 7; or

                  (10) providing for uncertificated Securities in addition to
the Certificated Securities so long as such uncertificated Securities are in
registered form for purposes of the Internal Revenue Code of 1986, as amended.

         SECTION 11.2. WITH CONSENT OF HOLDERS.

         (a)      The Company and the Trustee may amend or supplement this
Indenture or the Securities with the written consent of the Holders of at least
a majority in aggregate principal amount of the Securities then outstanding or
by the adoption of a resolution at a meeting of Holders at which a quorum is
present by at least a majority in aggregate principal amount of the Securities
represented at the meeting. The Holders of at least a majority in aggregate
principal amount of the Securities then outstanding may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Securities without notice to any Holder. However, notwithstanding the foregoing
but subject to Section 11.4, without the written consent

                                      -55-

<PAGE>

of each Holder affected, an amendment, supplement or waiver, including a waiver
pursuant to Section 8.4, may not:

                  (1) change the maturity of the principal of or any installment
of interest on, or any Liquidated Damages with respect to any Security;

                  (2) reduce the principal amount of, premium, if any, or
interest on, or any Liquidated Damages, or the amount payable upon redemption or
purchase pursuant to Article 3, with respect to any Security;

                  (3) reduce the interest rate or interest, including any
Liquidated Damages with respect to any Security;

                  (4) change the currency of payment of principal of, premium,
if any, or interest on any Security;

                  (5) impair the right to institute suit for the enforcement of
any payment on or with respect to, or conversion of, any Security;

                  (6) modify the Company's obligation to purchase Securities at
the option of Holders or the Company's right to redeem Securities, in a manner
adverse to the Holders;

                  (7) except as otherwise permitted or contemplated by
provisions of this Indenture concerning corporate reorganizations, adversely
affect the purchase option of Holders upon a Change in Control or the conversion
rights of Holders;

                  (8) modify the provisions of this Indenture in a manner that
adversely affects the interests of the Holders in any material respect;

                  (9) modify the subordination provisions of the Securities in a
manner adverse to the Holders in any material respect; or

                  (10) reduce the percentage in aggregate principal amount of
Securities outstanding necessary to modify or amend this Indenture or to waive
any past default.

         (b)      After an amendment, supplement or waiver under this Section
11.2 becomes effective, the Company shall promptly mail to the Holders affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amendment,
supplement or waiver.

         SECTION 11.3. COMPLIANCE WITH TRUST INDENTURE ACT.

         Every amendment to or supplement of this Indenture or the Securities
shall comply with the TIA as in effect at the date of such amendment or
supplement.

         SECTION 11.4. REVOCATION AND EFFECT OF CONSENTS.

         (a)      Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that

                                      -56-

<PAGE>

evidences the same debt as the consenting Holder's Security, even if notation of
the consent is not made on any Security. However, any such Holder or subsequent
Holder may revoke the consent as to its Security or portion of a Security if the
Trustee receives the notice of revocation before the date the amendment,
supplement or waiver becomes effective.

         (b)      After an amendment, supplement or waiver becomes effective, it
shall bind every Securityholder, unless it makes a change described in any of
clauses (1) through (8) of Subsection 11.2(a). In that case the amendment,
supplement or waiver shall bind each Holder of a Security who has consented to
it and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder's Security.

         SECTION 11.5. NOTATION ON OR EXCHANGE OF SECURITIES.

         If an amendment, supplement or waiver changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder. Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security that reflects the changed terms.

         SECTION 11.6. TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amendment or supplemental indenture
authorized pursuant to this Article 11 if the amendment or supplemental
indenture does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, in its sole discretion,
but need not sign it. In signing or refusing to sign such amendment or
supplemental indenture, the Trustee shall be entitled to receive and, subject to
Section 9.1, shall be fully protected in relying upon, an Opinion of Counsel
stating that such amendment or supplemental indenture is authorized or permitted
by this Indenture. The Company may not sign an amendment or supplement indenture
until the Board of Directors approves it.

         SECTION 11.7. EFFECT OF SUPPLEMENTAL INDENTURES.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

                                   ARTICLE 12

                             [INTENTIONALLY OMITTED]

                                   ARTICLE 13
                                  SUBORDINATION

         SECTION 13.1. AGREEMENT TO SUBORDINATE.

         The Company agrees, and each Holder by accepting a Security agrees,
that the payment of principal of and interest on (including Liquidated Damages,
if any) and other obligations of any kind evidenced by the

                                      -57-

<PAGE>

Securities and this Indenture are subordinated in right of payment, to the
extent and in the manner provided in this Article 13, to the prior payment in
full in cash or cash equivalents (or otherwise to the extent Holders accept
satisfaction of amounts due by settlement in other than cash or cash
equivalents) of all senior indebtedness whether outstanding on the date hereof
or hereafter incurred.

         SECTION 13.2. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

         In the event of any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relating to the Company or to its assets, or any
liquidation, dissolution or other winding-up of the Company, whether voluntary
or involuntary, or any assignment for the benefit of creditors or other
marshaling of assets or liabilities of the Company (except in connection with
the consolidation or merger of the Company or its liquidation or dissolution
following the conveyance, transfer or lease of its properties and assets
substantially upon the terms and conditions described in Article 7), the holders
of senior indebtedness shall be entitled to receive payment in full in cash or
cash equivalents (or otherwise to the extent Holders accept satisfaction of
amounts due by settlement in other than cash or cash equivalents) of all senior
indebtedness, or provision shall be made for such payment, before the Holders
will be entitled to receive any payment or distribution of any kind or character
(other than payments or distributions in the form of Permitted Junior
Securities, whether on account of principal of or liquidated damages, if any, or
interest on the Securities); and any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities (other
than payments or distributions in the form of Permitted Junior Securities), by
set-off or otherwise, to which the Holders or the Trustee would be entitled but
for the provisions of this Article 13 shall be paid by the liquidating trustee
or agent or other person making such payment or distribution directly to the
holders of senior indebtedness or their representatives ratably according to the
aggregate amounts remaining unpaid on account of the senior indebtedness to the
extent necessary to make payment in full in cash or cash equivalents (or
otherwise to the extent holders accept satisfaction of amounts due by settlement
in other than cash or cash equivalents) of all senior indebtedness remaining
unpaid, or to have such payment duly provided for, after giving effect to any
concurrent payment or distribution to the holders of such senior indebtedness.

         SECTION 13.3. DEFAULT ON SENIOR INDEBTEDNESS.

         (a)      No payment or distribution of any assets of the Company of any
kind or character, whether in cash, property or securities (other than payments
in the form of Permitted Junior Securities), may be made by or on behalf of the
Company on account of principal of or interest or liquidated damages, if any, on
the Securities or on account of the purchase, redemption or other acquisition of
Securities upon the occurrence of any Payment Default until such Payment Default
shall have been cured or waived in writing or shall have ceased to exist or the
senior indebtedness giving rise to such Payment Default shall have been
discharged or paid in full in cash or cash equivalents (or otherwise to the
extent Holders accept satisfaction of amounts due by settlement in other than
cash or cash equivalents).

         (b)      No payment or distribution of any assets of the Company of any
kind or character, whether in cash, property or securities (other than payments
in the form of Permitted Junior Securities), may be made by or on behalf of the
Company on account of principal of or interest or Liquidated Damages, if any, on
the Securities or on account of the purchase, redemption or other acquisition of
Securities during a Payment Blockage Period arising as a result of Non-Payment
Default.

                                      -58-

<PAGE>

A "Payment Blockage Period" will commence upon the date of receipt by the
Trustee of written notice from the representative of the holders of the
Designated Senior Indebtedness in respect of which the Non-Payment Default
exists and shall end on the earliest of:

                  (1) 179 days thereafter (provided that any Designated Senior
Indebtedness as to which notice was given shall not theretofore have been
accelerated);

                  (2) the date on which such Non-Payment Default is cured,
waived or ceases to exist;

                  (3) the date on which such Designated Senior Indebtedness is
discharged or paid in full; or

                  (4) the date on which such Payment Blockage Period shall have
been terminated by written notice to the Trustee or the Company from the
representative initiating such Payment Blockage Period;

after which the Company will resume making any and all required payments in
respect of the Securities, including any missed payments and Liquated Damages,
if any. No more than one Payment Blockage Period may be commenced during any
period of 365 consecutive days. No Non-Payment Default that existed or was
continuing on the date of the commencement of any Payment Blockage Period shall
be, or can be made, the basis for the commencement of a subsequent Payment
Blockage Period, unless such Non-Payment Default has been cured or waived for a
period of not less than 90 consecutive days subsequent to the commencement of
such initial Payment Blockage Period.

         SECTION 13.4. ACCELERATION OF SECURITIES.

         If payment of the Securities is accelerated because of an Event of
Default, the Company shall promptly notify holders of senior indebtedness of the
acceleration.

         SECTION 13.5. WHEN DISTRIBUTION MUST BE PAID OVER.

         (a)      In the event that, notwithstanding the provisions of Sections
13.2 and 13.3, any payment or distribution, whether in cash, property or
securities, shall be received by the Trustee or any Holder, which is prohibited
by such provisions, then and in such event such payment shall be held for the
benefit of, and shall be paid over and delivered by such Trustee or Holder to,
the representative of holders of senior indebtedness, as their interests may
appear, for application to senior indebtedness to the extent necessary to pay or
to provide for the payment of all such senior indebtedness in full in cash or
cash equivalents (or otherwise to the extent Holders accept satisfaction of
amounts due by settlement in other than cash or cash equivalents). After all
senior indebtedness is paid in full and until the Securities are paid in full,
Holders shall be subrogated (equally and ratably with all other indebtedness
that is equal in right of payment to the Securities) to the rights of holders of
senior indebtedness to receive distributions applicable to senior indebtedness
to the extent that distributions otherwise payable to the Holders have been
applied to the payment of senior indebtedness.

         (b)      With respect to the holders of senior indebtedness, the
Trustee undertakes to perform only such obligations on the part of the Trustee
as are specifically set forth in this Article 13, and no implied covenants or
obligations with respect to the holders of senior indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of senior indebtedness, and shall not be
liable to any such holders if the Trustee shall pay over or distribute to or on
behalf of Holders or the Company or any other Person money or assets to which
any holders of senior

                                      -59-

<PAGE>

indebtedness shall be entitled by virtue of this Article 13, except if such
payment is made as a result of the willful misconduct or gross negligence of the
Trustee.

         SECTION 13.6. NOTICE BY THE COMPANY.

         The Company shall promptly notify the Trustee and the Paying Agent of
any facts known to the Company that would cause a payment of any obligations
with respect to the Securities to violate this Article 13, but failure to give
such notice shall not affect the subordination of the Securities to the senior
indebtedness as provided in this Article 13.

         SECTION 13.7. SUBROGATION.

         After all senior indebtedness is paid in full and until the Securities
are paid in full, Holders shall be subrogated (equally and ratably with all
other indebtedness that is equal in right of payment to the Securities) to the
rights of holders of senior indebtedness to receive distributions applicable to
senior indebtedness to the extent that distributions otherwise payable to the
Holders have been applied to the payment of senior indebtedness. A distribution
made under this Article 13 to holders of senior indebtedness that otherwise
would have been made to Holders is not, as between the Company and Holders, a
payment by the Company of the Securities.

         SECTION 13.8. RELATIVE RIGHTS.

         This Article 13 defines the relative rights of Holders and holders of
senior indebtedness. Nothing in this Indenture shall: (a) impair, as between the
Company and Holders, the obligation of the Company, which is absolute and
unconditional, to pay principal of and interest on the Securities in accordance
with their terms; (b) affect the relative rights of Holders and creditors of the
Company other than their rights in relation to holders of senior indebtedness;
or (c) prevent the Trustee or any Holder from exercising its available remedies
upon a Default or Event of Default, subject to the rights of holders and owners
of senior indebtedness to receive distributions and payments otherwise payable
to Holders. If the Company fails because of this Article 13 to pay principal of
or interest on a Security on the Final Maturity Date or an Interest Payment
Date, the failure is still a Default or Event of Default.

         SECTION 13.9. SUBORDINATION MAY NOT BE IMPAIRED BY THE COMPANY.

         (a)      No right of any holder of senior indebtedness to enforce the
subordination of the indebtedness evidenced by the Securities shall be impaired
by any act or failure to act by the Company or any Holder or by the failure of
the Company or any Holder to comply with this Indenture.

         (b)      Without in any way limiting the generality of this Section
13.9, the holders of senior indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders, without
incurring responsibility to the Trustee or the Holders and without impairing or
releasing the subordination provided in this Article 13 or the obligations
hereunder of the Holders to the holders of senior indebtedness, do any one or
more of the following: (1) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, senior indebtedness, or any
instrument evidencing the same or any agreement under which senior indebtedness
is outstanding or secured; (2) sell, exchange, release, foreclose against or
otherwise deal with any property pledged, mortgaged or otherwise securing senior
indebtedness; (3) release any Person liable in any manner for the collection of
senior indebtedness; and (4)

                                      -60-

<PAGE>

exercise or refrain from exercising any rights against the Company, and
Subsidiary thereof or any other Person.

         SECTION 13.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

         (a)      Whenever a distribution is to be made or a notice given to
holders of any senior indebtedness, the distribution may be made and the notice
given to their trustee or representative.

         (b)      Upon any payment or distribution of assets of the Company
referred to in this Article 13, the Trustee and the Holders shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such representative(s) or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
for the purpose of ascertaining the Persons entitled to participate in such
distribution, all holders of the senior indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
13.

         SECTION 13.11. RIGHTS OF TRUSTEE AND PAYING AGENT.

         (a)      Notwithstanding the provisions of this Article 13 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Securities, unless a Responsible Officer of the Trustee
shall have received at its Corporate Trust Office at least three Business Days
prior to the date of such payment written notice of facts that would cause the
payment of any obligations with respect to the Securities to violate this
Article 13. Only the Company or representative may give the notice. Nothing in
this Article 13 shall impair the claims of, or payments to, the Trustee under or
pursuant to Section 9.6.

         (b)      The Trustee in its individual or any other capacity may hold
senior indebtedness with the same rights it would have if it were not Trustee.

                                   ARTICLE 14
                                  MISCELLANEOUS

         SECTION 14.1. TRUST INDENTURE ACT CONTROLS.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by any of Sections 310 to 317, inclusive, of the TIA through
operation of Section 318(c) thereof, such imposed duties shall control.

         SECTION 14.2. NOTICES.

         Any demand, authorization notice, request, consent or communication
shall be given in writing and delivered in person or mailed by first-class mail,
postage prepaid, addressed as follows or transmitted by facsimile transmission
(confirmed by delivery in person or mail by first-class mail, postage prepaid,
or by guaranteed overnight courier) to the following facsimile numbers:

                                      -61-

<PAGE>

                  If to the Company, to:

                  Bell Microproducts Inc.
                  1941 Ringwood Avenue
                  San Jose, California  95131
                  Attention: Jim Illson
                  Facsimile No.: (408) 451-1632

                  if to the Trustee, to:

                  Wells Fargo Bank, National Association
                  MAC N9303-120
                  Sixth Street and Marquette Avenue
                  Minneapolis, Minnesota 55479
                  Attn:  Corporate Trust Administration
                  Facsimile No.:

         Such notices or communications shall be effective when received.

         The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

         Any notice or communication mailed to a Securityholder shall be mailed
by first-class mail or delivered by an overnight delivery service to it at its
address shown on the register kept by the Primary Registrar.

         Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication to a Securityholder is mailed in
the manner provided above, it is duly given, whether or not the addressee
receives it.

         SECTION 14.3. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

         Securityholders may communicate pursuant to TIA Section 312(b) with
other Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and any other person shall
have the protection of TIA Section 312(c).

         SECTION 14.4. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         (a)      Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the
Trustee at the request of the Trustee:

                  (1) an Officers' Certificate stating that, in the opinion of
the signers, all conditions precedent (including any covenants, compliance with
which constitutes a condition precedent), if any, provided for in this Indenture
relating to the proposed action have been complied with; and

                  (2) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent (including any covenants, compliance with
which constitutes a condition precedent) have been complied with.

                                      -62-

<PAGE>

         (b)      Each Officers' Certificate and Opinion of Counsel with respect
to compliance with a condition or covenant provided for in this Indenture shall
include:

                  (1) a statement that the person making such certificate or
opinion has read such covenant or condition;

                  (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

                  (3) a statement that, in the opinion of such person, he or she
has made such examination or investigation as is necessary to enable him or her
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

                  (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with;

provided, however, that with respect to matters of fact an Opinion of Counsel
may rely on an Officers' Certificate or certificates of public officials.

         SECTION 14.5. RECORD DATE FOR VOTE OR CONSENT OF SECURITYHOLDERS.

         The Company (or, in the event deposits have been made pursuant to
Section 10.1, the Trustee) may set a record date for purposes of determining the
identity of Holders entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture, which record date shall not be
more than thirty (30) days prior to the date of the commencement of solicitation
of such action. Notwithstanding the provisions of Section 11.4, if a record date
is fixed, those persons who were Holders of Securities at the close of business
on such record date (or their duly designated proxies), and only those persons,
shall be entitled to take such action by vote or consent or to revoke any vote
or consent previously given, whether or not such persons continue to be Holders
after such record date.

         SECTION 14.6. RULES BY TRUSTEE, PAYING AGENT, REGISTRAR AND CONVERSION
                       AGENT.

         The Trustee may make reasonable rules (not inconsistent with the terms
of this Indenture) for action by or at a meeting of Holders. Any Registrar,
Paying Agent or Conversion Agent may make reasonable rules for its functions.

         SECTION 14.7. LEGAL HOLIDAYS.

         A "Legal Holiday" is a Saturday, Sunday or a day on which state or
federally chartered banking institutions in New York, New York and the state in
which the Corporate Trust Office is located are not required to be open. If a
payment date is a Legal Holiday, payment shall be made on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for the
intervening period. If a Regular Record Date is a Legal Holiday, the record date
shall not be affected.

         SECTION 14.8. GOVERNING LAW.

         This Indenture and the Securities shall be governed by, and construed
in accordance with, the laws of the State of New York.

                                      -63-

<PAGE>

         SECTION 14.9. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or a Subsidiary of the Company. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

         SECTION 14.10. NO RECOURSE AGAINST OTHERS.

         All liability described in paragraph 18 of the Securities of any
director, officer, employee or stockholder, as such, of the Company is waived
and released.

         SECTION 14.11. SUCCESSORS.

         All agreements of the Company in this Indenture and the Securities
shall bind its successor. All agreements of the Trustee in this Indenture shall
bind its successor.

         SECTION 14.12. MULTIPLE COUNTERPARTS.

         The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent the same agreement.

         SECTION 14.13. SEPARABILITY.

         In case any provisions in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

         SECTION 14.14. TABLE OF CONTENTS, HEADINGS, ETC.

         The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

                            [SIGNATURE PAGE FOLLOWS]

                                      -64-

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the date and year first above written.

                                    BELL MICROPRODUCTS INC.

                                    By: /s/ W. Donald Bell
                                        ----------------------------------------
                                    Name: W. Donald Bell
                                    Title: President and Chief Executive Officer

                                    By: /s/ James E. Illson
                                        ----------------------------------------
                                    Name: James E. Illson
                                    Title: Chief Financial Officer and Executive
                                           Vice President of Finance and
                                           Operations

                                    WELLS FARGO BANK, NATIONAL ASSOCIATION

                                    By: /s/ Michael T. Lechner
                                        ----------------------------------------
                                    Name: Michael T. Lechner
                                    Title: Assistant Vice President

                        [Signature page to the Indenture]

<PAGE>

                                    EXHIBIT A
                           [FORM OF FACE OF SECURITY]

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO BELL MICROPRODUCTS INC. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.(1)

         THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED
THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.(2)

         THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH BELL MICROPRODUCTS

------------------

(1)      These paragraphs should be included only if the Security is a Global
         Security.

(2)      These paragraphs to be included only if the Security is a Restricted
         Security.

                                      A-1

<PAGE>

INC. OR ANY AFFILIATE OF BELL MICROPRODUCTS INC. WAS THE OWNER OF THIS SECURITY
(OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO BELL MICROPRODUCTS INC. OR ANY
PARENT OR SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
BELL MICROPRODUCTS INC.'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.(2)

         THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A
REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED
TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY
AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.(2)

                                      A-2

<PAGE>

                             BELL MICROPRODUCTS INC.

CUSIP:  __________                                                      R-______

                 3-3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2024

         Bell Microproducts Inc., a California corporation (the "Company", which
term shall include any successor corporation under the Indenture referred to on
the reverse hereof), promises to pay to____________________________, or
registered assigns, the principal sum of _____________________________ Dollars
($__________) on March 5, 2024 or such greater or lesser amount as is indicated
on the Schedule of Exchanges of Securities on the other side of this
Security.

Interest Payment Dates: March 5 and September 5.

Regular Record Dates: February 20 and August 20.

         This Security is convertible as specified on the other side of this
Security. Additional provisions of this Security are set forth on the other side
of this Security.

                             SIGNATURE PAGE FOLLOWS

--------------



                                      A-3

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                            BELL MICROPRODUCTS INC.

                                            By: ________________________________
                                            Name:
                                            Title:

                                            By: ________________________________
                                            Name:
                                            Title:

Dated:

Trustee's Certificate of Authentication:  This is one of the
Securities referred to in the within-mentioned Indenture.

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee

By: _______________________________
    Authorized Signatory

                                      A-4

<PAGE>

                       [FORM OF REVERSE SIDE OF SECURITY]

                             BELL MICROPRODUCTS INC.
                 3-3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2024

1.       INTEREST

         Bell Microproducts Inc., a California corporation (the "Company", which
term shall include any successor corporation under the Indenture hereinafter
referred to), promises to pay interest on the principal amount of this Security
at the rate of 3-3/4% per annum. The Company shall pay interest semiannually on
March 5 and September 5 of each year, commencing September 5, 2004. Interest on
the Securities shall accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from March 5, 2004; provided, however,
that if there is not an existing default in the payment of interest and if this
Security is authenticated between a Regular Record Date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such Interest Payment Date. Interest will be computed on the basis of a 360-day
year comprised of twelve 30-day months. Any reference herein to interest accrued
or payable as of any date shall include any Liquidated Damages accrued or
payable on such date as provided in the Registration Rights Agreement.

         No sinking fund is provided for the Securities.

2.       METHOD OF PAYMENT

         The Company shall pay interest on this Security (except defaulted
interest) to the person who is the Holder of this Security at the close of
business on February 20 or August 20, as the case may be, (each, a Regular
Record Date) next preceding the related Interest Payment Date. The Holder must
surrender this Security to a Paying Agent to collect payment of principal. The
Company will pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts. The
Company may, however, pay principal and interest in respect of any Certificated
Security by check or wire payable in such money; provided, however, that a
Holder with an aggregate principal amount in excess of $1,000,000 will be paid
by wire transfer in immediately available funds at the election of such Holder
if such Holder has provided wire transfer instructions to the Company. The
Company may mail an interest check to the Holder's registered address.
Notwithstanding the foregoing, so long as this Security is registered in the
name of a Depositary or its nominee, all payments hereon shall be made by wire
transfer of immediately available funds to the account of the Depositary or its
nominee.

3.       PAYING AGENT, REGISTRAR AND CONVERSION AGENT

         Initially, Wells Fargo Bank, National Association (the "Trustee", which
term shall include any successor trustee under the Indenture hereinafter
referred to) will act as Paying Agent, Registrar and Conversion Agent. The
Company may change any Paying Agent, Registrar or Conversion Agent without
notice to the Holder. The Company or any of its Subsidiaries may, subject to
certain limitations set forth in the Indenture, act as Paying Agent or
Registrar.

4.       INDENTURE, LIMITATIONS

         This Security is one of a duly authorized issue of Securities of the
Company designated as its 3-3/4% Convertible Subordinated Notes due 2024 (the
"Securities"), issued under an Indenture dated as of March 5,

                                      A-5

<PAGE>

2004 (together with any supplemental indentures thereto, the "Indenture"),
between the Company and the Trustee. The terms of this Security include those
stated in the Indenture and those required by or made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended, as in effect on the
date of the Indenture. This Security is subject to all such terms, and the
Holder of this Security is referred to the Indenture and said Act for a
statement of them.

         The Securities are subordinated unsecured obligations of the Company
limited to $110,000,000 aggregate principal amount. The Indenture does not limit
other debt of the Company, secured or unsecured.

5.       OPTIONAL REDEMPTION

         Prior to March 5, 2009, this Security shall not be redeemable. The
Company may, at its option, redeem the Securities (i) on or after March 5, 2009,
and prior to March 5, 2011, if the closing price of the Common Stock has
exceeded 130% of the Conversion Price then in effect for least 20 trading days
within a period of 30 consecutive trading days ending on the trading day before
the date of mailing of the notice of redemption as set forth in Section 3.3 of
the Indenture for cash in whole, or from time to time in part, (in integral
multiples of $1,000) at a Redemption Price equal to $1,000 per $1,000 principal
amount of the Securities to be redeemed, plus accrued and unpaid interest to,
but excluding, the Redemption Date, or (ii) on or after March 5, 2011, for cash
in whole, or from time to time in part, (in integral multiples of $1,000) at a
Redemption Price equal to 100% of the principal amount of the Securities to be
redeemed, plus accrued and unpaid interest to, but excluding, the Redemption
Date; provided that if the Redemption Date falls after a Regular Record Date and
on or before an Interest Payment Date, then the interest will be payable to the
Holders in whose names the Securities are registered at the close of business on
such Regular Record Date and the Redemption Price shall not include such
interest payment. Securities or portions of Securities called for redemption
shall be convertible by the Holder until the close of business on the business
day prior to the Redemption Date.

6.       NOTICE OF REDEMPTION

         Notice of redemption, as set forth in Section 3.3 of the Indenture,
will be mailed by first-class mail at least 20 days but not more than 60 days
before the Redemption Date to each Holder of Securities to be redeemed at its
registered address. Securities in denominations larger than $1,000 may be
redeemed in part, but only in whole multiples of $1,000. On and after the
Redemption Date, subject to the deposit with the Paying Agent of funds
sufficient to pay the Redemption Price plus accrued interest to, but excluding,
the Redemption Date, interest shall cease to accrue on Securities or portions of
them called for redemption.

7.       PURCHASE OF SECURITIES AT OPTION OF HOLDER UPON A CHANGE IN CONTROL

         At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to purchase all or any part
specified by the Holder (so long as the principal amount of such part is $1,000
or an integral multiple of $1,000 in excess thereof) of the Securities held by
such Holder on the date that is 30 days after the date of the Change in Control
Purchase Notice, at a purchase price equal to 100% of the principal amount
thereof together with any accrued interest up to, but excluding, the Change in
Control Purchase Date. The Holder shall have the right to withdraw any Change in
Control Purchase Notice (in whole or in a portion thereof that is $1,000 or an
integral multiple of $1,000 in excess thereof) at any time prior to the close of
business on the Business Day immediately preceding the Change in Control
Purchase Date by delivering a written notice of withdrawal to the Paying Agent
in accordance with the terms of the Indenture.

                                      A-6

<PAGE>

8.       PURCHASE OF SECURITIES AT OPTION OF HOLDER ON SPECIFIED DATES

         At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to purchase for cash all or
any part specified by the Holder (so long as the principal amount of such part
is $1,000 or an integral multiple of $1,000 in excess thereof) of the Securities
held by such Holder on the applicable Put Right Purchase Date at the applicable
Put Right Purchase Price. The Holder shall have the right to withdraw any Put
Right Purchase Notice (in whole or in a portion thereof that is $1,000 or an
integral multiple of $1,000 in excess thereof) at any time prior to the close of
business on the Put Right Purchase Date by delivering a written notice of
withdrawal to the Paying Agent in accordance with the terms of the Indenture.

9.       CONVERSION

         Subject to and upon compliance with the provisions of the Indenture, at
the option of the Holder thereof, any Security that is an integral multiple of
$1,000 may be converted into fully paid and nonassessable shares (calculated as
to each conversion to the nearest 1/100th of a share) of Common Stock of the
Company at the Conversion Rate determined as provided in the Indenture.

10.      DENOMINATIONS, TRANSFER, EXCHANGE

         The Securities are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder may register
the transfer of or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes or other governmental
charges that may be imposed in relation thereto by law or permitted by the
Indenture.

11.      PERSONS DEEMED OWNERS

         The Holder of a Security may be treated as the owner of it for all
purposes.

12.      UNCLAIMED MONEY

         If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent will pay the money back to the Company at
its written request, subject to applicable unclaimed property law. After that,
Holders entitled to money must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person.

13.      AMENDMENT, SUPPLEMENT AND WAIVER

         Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the Securities then outstanding, and an
existing default or Event of Default and its consequence or compliance with any
provision of the Indenture or the Securities may be waived in a particular
instance with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. Without the consent of or notice to
any Holder, the Company and the Trustee may amend or supplement the Indenture or
the Securities to, among other things, cure any ambiguity, defect or
inconsistency or make any other change that does not adversely affect the rights
of any Holder.

                                      A-7

<PAGE>

14.      SUBORDINATION

         The payment of principal, or premium, if any, and interest on the
Securities will be subordinated in right of payment, as set forth in the
Indenture, to the prior payment in full in cash or cash equivalents (or
otherwise to the extent Holders accept satisfaction of amounts due by settlement
in other than cash or cash equivalents) of all senior indebtedness whether
outstanding on the date of the Indenture or thereafter incurred.

15.      SUCCESSOR ENTITY

         When a successor corporation assumes all the obligations of its
predecessor under the Securities and the Indenture in accordance with the terms
and conditions of the Indenture, the predecessor corporation (except in certain
circumstances specified in the Indenture) be released from those obligations.

16.      DEFAULTS AND REMEDIES

         Under the Indenture, an Event of Default includes: (i) a default for 30
days in payments of interest (including Liquidated Damages, if any) on any
Notes; (ii) a default in payment of any principal of, or premium, if any, on the
Notes when due; (iii) failure by the Company for 30 days after notice to comply
with any of its other terms, covenants or agreements contained in the Indenture
or the Notes; (iv) failure by the Company for 5 days after notice to provide a
notice of a Change in Control; (v) certain defaults in the payment of certain
indebtedness of the Company or any Significant Subsidiary or (vi) certain events
of bankruptcy, insolvency or reorganization of the Company or any Significant
Subsidiary.

         If an Event of Default (other than as a result of certain events of
bankruptcy, insolvency or reorganization of the Company) occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the Securities then outstanding may declare all unpaid principal to
the date of acceleration on the Securities then outstanding to be due and
payable immediately, all as and to the extent provided in the Indenture. If an
Event of Default occurs as a result of certain events of bankruptcy, insolvency
or reorganization of the Company, unpaid principal of the Securities then
outstanding shall become due and payable immediately without any declaration or
other act on the part of the Trustee or any Holder, all as and to the extent
provided in the Indenture. Holders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Securities.
Subject to certain limitations, Holders of a majority in aggregate principal
amount of the Securities then outstanding may direct the Trustee in its exercise
of any trust or power. The Trustee may withhold from Holders notice of any
continuing default (except a default in payment of principal or interest) if it
determines that withholding notice is in their interests. The Company is
required to file periodic reports with the Trustee as to the absence of default.

17.      TRUSTEE DEALINGS WITH THE COMPANY

         Wells Fargo Bank, National Association, the Trustee under the
Indenture, in its individual or any other capacity, may make loans to, accept
deposits from and perform services for the Company or an Affiliate of the
Company, and may otherwise deal with the Company or an Affiliate of the Company,
as if it were not the Trustee.

18.      NO RECOURSE AGAINST OTHERS

         A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture nor for any claim based on, in respect of

                                      A-8

<PAGE>

or by reason of such obligations or their creation. The Holder of this Security
by accepting this Security waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of this Security.

19.      AUTHENTICATION

         This Security shall not be valid until the Trustee or an authenticating
agent manually signs the certificate of authentication on the other side of this
Security.

20.      ABBREVIATIONS AND DEFINITIONS

         Customary abbreviations may be used in the name of the Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and UGMA (= Uniform Gifts to Minors Act).

         All terms defined in the Indenture and used in this Security but not
specifically defined herein are defined in the Indenture and are used herein as
so defined.

21.      INDENTURE TO CONTROL; GOVERNING LAW

         In the case of any conflict between the provisions of this Security and
the Indenture, the provisions of the Indenture shall control. This Security
shall be governed by, and construed in accordance with, the laws of the State of
New York.

         The Company will furnish to any Holder, upon written request and
without charge, a copy of the Indenture. Requests may be made to: Bell
Microproducts Inc., 1941 Ringwood Avenue, San Jose, California 95131, (408)
451-9400, Attention: Jim Illson.

                                      A-9

<PAGE>

                                 ASSIGNMENT FORM

         To assign this Security, fill in the form below:

         I or we assign and transfer this Security to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint

________________________________________________________________________________

agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him or her.

                                    Your Signature:

Date: ____________________          ____________________________________________
                                    (Sign exactly as your name appears on the
                                    other side of this Security)

*Signature guaranteed by:

By: ______________________

         *        The signature must be guaranteed by an institution which is a
                  member of one of the following recognized signature guaranty
                  programs: (i) the Securities Transfer Agent Medallion Program
                  (STAMP); (ii) the New York Stock Exchange Medallion Program
                  (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or
                  (iv) such other guaranty program acceptable to the Trustee.

                                      A-10

<PAGE>

                                CONVERSION NOTICE

         To convert this Security into Common Stock of the Company, check the
box: [ ]

         To convert only part of this Security, state the principal amount to be
converted (must be $1,000 or a integral multiple of $1,000): $____________.

         If you want the stock certificate made out in another person's name,
fill in the form below:

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

                                    Your Signature:

Date: ____________________          ____________________________________________
                                    (Sign exactly as your name appears on the
                                    other side of this Security)

*Signature guaranteed by:

By: ______________________

         *    The signature must be guaranteed by an institution which is a
              member of one of the following recognized signature guaranty
              programs: (i) the Securities Transfer Agent Medallion Program
              (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP);
              (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such
              other guaranty program acceptable to the Trustee.

                                      A-11

<PAGE>

                            OPTION TO ELECT PURCHASE
                            UPON A CHANGE IN CONTROL

To:      Bell Microproducts Inc.

         The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from Bell Microproducts Inc. (the "Company") as
to the occurrence of a Change in Control with respect to the Company and
requests and instructs the Company to purchase the entire principal amount of
this Security, or the portion thereof (which is $1,000 or an integral multiple
thereof) below designated, in accordance with the terms of the Indenture
referred to in this Security at the Change in Control Purchase Price, together
with accrued interest to, but excluding, such date, to the registered Holder
hereof.

Dated: ____________                 ____________________________________________

                                    ____________________________________________
                                    Signature(s)

                                    Signature(s) must be guaranteed by a
                                    qualified guarantor institution with
                                    membership in an approved signature
                                    guarantee program pursuant to Rule 17Ad-15
                                    under the Securities Exchange Act of 1934.

                                    ____________________________________________
                                    Signature Guaranty

Principal amount to be redeemed
(in an integral multiple of $1,000, if less than all):

________________________

NOTICE: The signature to the foregoing Election must correspond to the Name as
written upon the face of this Security in every particular, without alteration
or any change whatsoever.

                                      A-12

<PAGE>

                            OPTION TO ELECT PURCHASE
                               ON SPECIFIED DATES

To:      Bell Microproducts Inc.

         The undersigned hereby requests and instructs Bell Microproducts Inc.
to purchase the entire principal amount of this Security, or the portion thereof
(which is $1,000 or an integral multiple thereof) below designated, on
________________ in accordance with the terms of the Indenture referred to in
this Security at the Put Right Purchase Price to the registered Holder hereof.

Dated: _________________            ____________________________________________
                                    Signature(s) must be guaranteed by a
                                    qualified guarantor institution with
                                    membership in an approved signature
                                    guarantee program pursuant to Rule 17Ad-15
                                    under the Securities Exchange Act of 1934.

                                    ____________________________________________
                                    Signature Guaranty

Principal amount to be redeemed
(in an integral multiple of $1,000, if less than all):

________________________________

NOTICE: The signature to the foregoing Election must correspond to the Name as
written upon the face of this Security in every particular, without alteration
or any change whatsoever.

                                      A-13

<PAGE>

                     SCHEDULE OF EXCHANGES OF SECURITIES(3)

         The following exchanges, purchase, redemptions, purchases or
conversions of a part of this global Security have been made:

<TABLE>
<CAPTION>
    PRINCIPAL AMOUNT
   OF THIS GLOBAL NOTE                 AUTHORIZED                                                AMOUNT OF
      FOLLOWING SUCH                  SIGNATORY OF            AMOUNT OF DECREASE IN             INCREASE IN
      DECREASE DATE                    SECURITIES               PRINCIPAL AMOUNT              PRINCIPAL AMOUNT
OF EXCHANGE (OR INCREASE)              CUSTODIAN              OF THIS GLOBAL NOTE           OF THIS GLOBAL NOTE
-------------------------              ---------              -------------------           -------------------
<S>                                   <C>                     <C>                           <C>
</TABLE>

                                      A-14

<PAGE>

            CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION
                    OF TRANSFER OF RESTRICTED SECURITIES(3)

Re:      3-3/4% Convertible Subordinated Notes due 2024 (the "Securities") of
         Bell Microproducts Inc.

         This certificate relates to $_______ principal amount of Securities
         owned in (check applicable box) [ ] book-entry or [ ] definitive
         form by _______ (the "Transferor").

         The Transferor has requested a Registrar or the Trustee to exchange or
register the transfer of such Securities.

         In connection with such request and in respect of each such Security,
the Transferor does hereby certify that the Transferor is familiar with transfer
restrictions relating to the Securities as provided in Section 2.12 of the
Indenture dated as of March 5, 2004 between Bell Microproducts Inc. and Wells
Fargo Bank, National Association, as trustee (the "Indenture"), and the transfer
of such Security is being made pursuant to an effective registration statement
under the Securities Act of 1933, as amended (the "Securities Act") (check
applicable box) or the transfer or exchange, as the case may be, of such
Security does not require registration under the Securities Act because (check
applicable box):

         [ ]      Such Security is being transferred pursuant to an effective
                  registration statement under the Securities Act.

         [ ]      Such Security is being acquired for the Transferor's own
                  account, without transfer.

         [ ]      Such Security is being transferred to the Company or a
                  Subsidiary (as defined in the Indenture) of the Company.

         [ ]      Such Security is being transferred to a person the Transferor
                  reasonably believes is a "qualified institutional buyer" (as
                  defined in Rule 144A or any successor provision thereto ("Rule
                  144A") under the Securities Act) that is purchasing for its
                  own account or for the account of a "qualified institutional
                  buyer", in each case to whom notice has been given that the
                  transfer is being made in reliance on such Rule 144A, and in
                  each case in reliance on Rule 144A.

         [ ]      Such Security is being transferred pursuant to and in
                  compliance with an exemption from the registration
                  requirements under the Securities Act in accordance with Rule
                  144 (or any successor thereto) ("Rule 144") under the
                  Securities Act.

         [ ]      Such Security is being transferred to a non-U.S. Person in an
                  offshore transaction in compliance with Rule 904 of Regulation
                  S under the Securities Act (or any successor thereto).

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<PAGE>

         Such Security is being transferred pursuant to and in compliance with
an exemption from the registration requirements of the Securities Act (other
than an exemption referred to above) and as a result of which such Security
will, upon such transfer, cease to be a "restricted security" within the meaning
of Rule 144 under the Securities Act.

         The Transferor acknowledges and agrees that, if the transferee will
hold any such Securities in the form of beneficial interests in a global Note
which is a "restricted security" within the meaning of Rule 144 under the
Securities Act, then such transfer can only be made pursuant to (i) Rule 144A
under the Securities Act and such transferee must be a "qualified institutional
buyer" (as defined in Rule 144A) or (ii) Regulation S under the Securities Act.

Date: ________________________                   _______________________________
                                                 (Insert Name of Transferor)

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