<PAGE>

                                                                    EXHIBIT 4.19

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

                         TOREADOR RESOURCES CORPORATION

                                       and

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.

                                   as Trustee

                                   ----------

                                    INDENTURE

                         Dated as of September 27, 2005

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

                          $75,000,000 Principal Amount

                     5.00% CONVERTIBLE SENIOR NOTES DUE 2025

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

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
   TIA                                                                                   Indenture
Section                                                                                   Section
-------                                                                                  ---------
<S>                                                                                      <C>
310(a)(1)........................................................................           7.10
      (a)(2).....................................................................           7.10
      (a)(3).....................................................................           N.A.
      (a)(4).....................................................................           N.A.
      (a)(5).....................................................................           7.10
      (b)........................................................................           7.08; 7.10; 11.02
      (c)........................................................................           N.A.
311(a)...........................................................................           7.11
      (b)........................................................................           7.11
      (c)........................................................................           N.A.
312(a)...........................................................................           2.05
      (b)........................................................................          11.03
      (c)........................................................................          11.03
313(a)...........................................................................           7.06
      (b)(1).....................................................................           7.06
      (b)(2).....................................................................           7.06
      (c)........................................................................           7.06; 11.02
      (d)........................................................................           7.06
314(a)...........................................................................           4.03
      (b)........................................................................           N.A.
      (c)(1).....................................................................          11.04
      (c)(2).....................................................................          11.04
      (c)(3).....................................................................           N.A.
      (d)........................................................................           N.A.
      (e)........................................................................          11.05
      (f)........................................................................           N.A.
315(a)...........................................................................           7.01(b)
      (b)........................................................................           7.05; 11.02
      (c)........................................................................           7.01(a)
      (d)........................................................................           7.01(c)
      (e)........................................................................           6.11
316(a) (last sentence)...........................................................           2.09
      (a)(1)(A)..................................................................           6.05
      (a)(1)(B)..................................................................           6.04
      (a)(2).....................................................................           N.A.
      (b)........................................................................           6.07
      (c)........................................................................           9.04
317(a)(1)........................................................................           6.08
      (a)(2).....................................................................           6.09
      (b)........................................................................           2.04
318(a)...........................................................................          11.01
</TABLE>

                                       I

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>      <C>                                                                                                 <C>
I.       DEFINITIONS AND INCORPORATION BY REFERENCE                                                            1

         1.01 Definitions.................................................................................     1
         1.02 Other Definitions...........................................................................     8
         1.03 Incorporation by Reference of Trust Indenture Act...........................................     9
         1.04 Rules of Construction.......................................................................     9

II.      THE SECURITIES                                                                                       10

         2.01 Form and Dating.............................................................................    10
         2.02 Execution and Authentication................................................................    10
         2.03 Registrar, Paying Agent and Conversion Agent................................................    11
         2.04 Paying Agent to Hold Money in Trust.........................................................    12
         2.05 Securityholder Lists........................................................................    12
         2.06 Transfer and Exchange.......................................................................    12
         2.07 Replacement Securities......................................................................    13
         2.08 Outstanding Securities......................................................................    13
         2.09 Securities Held by the Company or an Affiliate..............................................    14
         2.10 Temporary Securities........................................................................    14
         2.11 Cancellation................................................................................    14
         2.12 Defaulted Interest..........................................................................    15
         2.13 CUSIP Numbers...............................................................................    15
         2.14 Deposit of Moneys and Property..............................................................    15
         2.15 Book-Entry Provisions for Global Securities.................................................    16
         2.16 Special Transfer Provisions.................................................................    17
         2.17 Ranking.....................................................................................    18

III.     REDEMPTION AND REPURCHASE                                                                            18

         3.01 Right of Redemption.........................................................................    18
         3.02 Notices to Trustee..........................................................................    19
         3.03 Selection of Securities to Be Redeemed......................................................    19
         3.04 Notice of Redemption........................................................................    20
         3.05 Effect of Notice of Redemption..............................................................    21
         3.06 Deposit of Redemption Price.................................................................    21
         3.07 Securities Redeemed in Part.................................................................    22
         3.08 Purchase of Securities at Option of the Holder..............................................    22
         3.09 Repurchase at Option of Holder Upon a Fundamental Change....................................    26
         3.10 Conversion Arrangement on Call for Redemption...............................................    30

IV.      COVENANTS                                                                                            31

         4.01 Payment of Securities.......................................................................    31
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<S>      <C>                                                                                                  <C>
         4.02 Maintenance of Office or Agency.............................................................    31
         4.03 Rule 144A Information and Annual Reports....................................................    32
         4.04 Compliance Certificate......................................................................    33
         4.05 Stay, Extension and Usury Laws..............................................................    33
         4.06 Corporate Existence.........................................................................    33
         4.07 Notice of Default...........................................................................    33
         4.08 Further Instruments and Acts................................................................    33

V.       SUCCESSORS                                                                                           34

         5.01 When Company May Merge, etc.................................................................    34
         5.02 Successor Substituted.......................................................................    34

VI.      DEFAULTS AND REMEDIES                                                                                35

         6.01 Events of Default...........................................................................    35
         6.02 Acceleration................................................................................    37
         6.03 Other Remedies..............................................................................    37
         6.04 Waiver of Past Defaults.....................................................................    37
         6.05 Control by Majority.........................................................................    38
         6.06 Limitation on Suits.........................................................................    38
         6.07 Rights of Holders to Receive Payment........................................................    39
         6.08 Collection Suit by Trustee..................................................................    39
         6.09 Trustee May File Proofs of Claim............................................................    39
         6.10 Priorities..................................................................................    39
         6.11 Undertaking for Costs.......................................................................    40

VII.     TRUSTEE                                                                                              40

         7.01 Duties of Trustee...........................................................................    40
         7.02 Rights of Trustee...........................................................................    41
         7.03 Individual Rights of Trustee................................................................    42
         7.04 Trustee's Disclaimer........................................................................    43
         7.05 Notice of Defaults..........................................................................    43
         7.06 Reports by Trustee to Holders...............................................................    43
         7.07 Compensation and Indemnity..................................................................    43
         7.08 Replacement of Trustee......................................................................    44
         7.09 Successor Trustee by Merger, etc............................................................    45
         7.10 Eligibility; Disqualification...............................................................    45
         7.11 Preferential Collection of Claims Against Company...........................................    45

VIII.    DISCHARGE OF INDENTURE                                                                               46

         8.01 Termination of the Obligations of the Company...............................................    46
         8.02 Application of Trust Money..................................................................    46
         8.03 Repayment to Company........................................................................    46
         8.04 Reinstatement...............................................................................    47
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>      <C>                                                                                                  <C>
IX.      AMENDMENTS                                                                                           47

         9.01 Without Consent of Holders..................................................................    47
         9.02 With Consent of Holders.....................................................................    48
         9.03 Compliance with Trust Indenture Act.........................................................    49
         9.04 Revocation and Effect of Consents...........................................................    50
         9.05 Notation on or Exchange of Securities........................................................    50
         9.06 Trustee Protected...........................................................................    51
         9.07 Effect of Supplemental Indentures............................................................    51

X.       CONVERSION                                                                                           51

         10.01 Conversion Privilege.......................................................................    51
         10.02 Conversion Procedure.......................................................................    51
         10.03 Fractional Shares..........................................................................    52
         10.04 Taxes on Conversion........................................................................    53
         10.05 Company to Provide Stock...................................................................    53
         10.06 Adjustment of Conversion Rate..............................................................    53
         10.07 No Adjustment..............................................................................    58
         10.08 Other Adjustments..........................................................................    60
         10.09 Adjustments for Tax Purposes...............................................................    60
         10.10 Notice of Adjustment.......................................................................    60
         10.11 Notice of Certain Transactions.............................................................    60
         10.12 Effect of Reclassifications, Consolidations, Mergers, Binding Share Exchanges or Sales on
                    Conversion Privilege..................................................................    61
         10.13 Trustee's Disclaimer.......................................................................    62
         10.14 Rights Distributions Pursuant to Stockholders' Rights Plans................................    63
         10.15 Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection With
                    Make-Whole Fundamental Changes........................................................    63

XI.      MISCELLANEOUS                                                                                        67

         11.01 Trust Indenture Act Controls...............................................................    67
         11.02 Notices....................................................................................    67
         11.03 Communication by Holders with Other Holders................................................    69
         11.04 Certificate and Opinion as to Conditions Precedent.........................................    69
         11.05 Statements Required in Certificate or Opinion..............................................    69
         11.06 Rules by Trustee and Agents................................................................    70
         11.07 Legal Holidays.............................................................................    70
         11.08 Duplicate Originals........................................................................    70
         11.09 Governing Law..............................................................................    70
         11.10 No Adverse Interpretation of Other Agreements..............................................    70
         11.11 Successors.................................................................................    70
         11.12 Separability...............................................................................    70
         11.13 Table of Contents, Headings, etc...........................................................    71
         11.14 Calculations in Respect of the Securities..................................................    71
         11.15 No Personal Liability of Directors, Employees or Stockholders..............................    71
</TABLE>

                                      -iii-

<PAGE>

Exhibit A   -  Form of Global Security

Exhibit B-1 -  Form of Restricted Securities & Common Stock Legend

Exhibit B-2 -  Form of Legend for Global Security

Exhibit C   -  Form of Notice of Transfer Pursuant to Registration Statement

                                      -iv-

<PAGE>

      INDENTURE, dated as of September 27, 2005, between Toreador Resources
Corporation, a Delaware corporation (the "COMPANY"), and The Bank of New York
Trust Company, N.A., as trustee (the "TRUSTEE").

      Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's 5.00% Convertible
Senior Notes due 2025 (the "SECURITIES").

                 I. DEFINITIONS AND INCORPORATION BY REFERENCE

1.01  DEFINITIONS.

      "AFFILIATE" means any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company. For
this purpose, "control" shall mean the power to direct the management and
policies of a person through the ownership of securities, by contract or
otherwise.

      "BOARD OF DIRECTORS" means the Board of Directors of the Company or any
committee thereof authorized to act for it hereunder.

      "BOARD RESOLUTION" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company, or an equivalent duly authorized
corporate officer of the Company, to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification,
and delivered to the Trustee.

      "BUSINESS DAY" means any day except a Saturday, Sunday or legal holiday on
which banking institutions in The City of New York are authorized or obligated
by law, regulation or executive order to close.

      "CAPITAL STOCK" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of capital stock of
such Person and all warrants or options to acquire such capital stock.

      "CHANGE IN CONTROL" will be deemed to occur at such time as:

      (a) any "person" or "group" (as these terms are used for purposes of
Sections 13(d) and 14(d) of the Exchange Act), other than the Company, any
Subsidiaries of the Company or any employee benefit plan of the Company, is or
becomes the "beneficial owner" (as that term is used in Rule 13d-3 under the
Exchange Act), directly or indirectly, of more than fifty percent (50%) of the
total voting power of all classes of the Company's Voting Stock; or

      (b) there occurs a sale, transfer, lease, conveyance or other disposition
of all or substantially all of the property or assets of the Company to any
"person" or "group" (as those terms are used in Sections 13(d) and 14(d) of the
Exchange Act), including any group acting for the purpose of acquiring, holding,
voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under
the Exchange Act, other than a sale, transfer, lease, conveyance or other

                                      -1-

<PAGE>

disposition of all or substantially all of the property or assets of the Company
that falls within the description in clause (c) of this definition; or

      (c) there occurs any transaction or event or any series of transactions or
events (whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification, recapitalization, asset
sale, lease of assets or otherwise) in connection with which all or
substantially all of the Common Stock is exchanged for, converted into, acquired
for or constitutes solely the right to receive stock, other securities, other
property, assets or cash; or

      (d) the following persons cease for any reason to constitute a majority of
the Board of Directors: (i) individuals who on the Issue Date constituted the
Board of Directors, and (ii) any new directors whose election to the Board of
Directors or whose nomination for election by the Company's stockholders was
approved by at least a majority of the directors then still in office either who
were directors on the Issue Date or whose election or nomination for election
was previously so approved; or

      (e) the Company is liquidated or dissolved or holders of the Company's
Capital Stock approve any plan or proposal for the liquidation or dissolution of
the Company.

Notwithstanding the foregoing, any transaction or event or any series of
transactions or events described in clause (c) of this definition in which:

(i)   the persons that "beneficially owned," directly or indirectly, the shares
      of the Company's Voting Stock immediately prior to such transaction,
      "beneficially own," directly or indirectly, immediately after such
      transaction, shares of the surviving or continuing corporation's Voting
      Stock representing at least a majority of the total voting power of all
      outstanding classes of Voting Stock of the surviving or continuing
      corporation, or

(ii)  (A) at least 95% of the consideration (other than cash payments for
      fractional shares or pursuant to statutory appraisal rights) in such
      transaction consists of common stock, ordinary shares or American
      Depository Shares, and any associated rights, traded on a U.S. national
      securities exchange or quoted on the Nasdaq National Market (or that will
      be so traded or quoted when issued or exchanged in connection with such
      transaction), and (B) as a result of such transaction, the consideration
      due upon conversion of the Securities shall be payable solely in shares of
      such common stock, ordinary shares or American Depository Shares, and any
      associated rights and cash for fractional shares,

shall not constitute a Change in Control.

      "CLOSING SALE PRICE" on any date means the price of a share of Common
Stock on the relevant date, determined (a) on the basis of the closing per share
sale price (or if no closing sale price is reported, the average of the bid and
ask prices or, if more than one in either case, the average of the average bid
and the average ask prices) on such date on the U.S. principal national or
regional securities exchange on which the Common Stock is listed; or (b) if the
Common Stock is not listed on a U.S. national or regional securities exchange,
as reported by the National Association of Securities Dealers Automated
Quotation System; or (c) if not so reported, as

                                      -2-

<PAGE>

reported by Pink Sheets LLC or a similar organization. In the absence of a
quotation, the Closing Sale Price shall be such price as the Company shall
reasonably determine on the basis of such quotations as most accurately
reflecting the price that a fully informed buyer, acting on his own accord,
would pay to a fully informed seller, acting on his own accord in an arms-length
transaction, for a share of Common Stock.

      "COMMON STOCK" means the common stock, $0.15625 par value per share, of
the Company, or such other Capital Stock of the Company into which the Company's
common stock is reclassified or changed.

      "COMPANY" means the party named as such above until a successor replaces
it pursuant to the applicable provision hereof and thereafter means the
successor. The foregoing sentence shall likewise apply to any such successor or
subsequent successor.

      Each of "COMPANY ORDER" and "COMPANY REQUEST" means a written request or
order signed on behalf of the Company by its Chairman of the Board, its Chief
Executive Officer, its President, its Chief Operating Officer, its Chief
Financial Officer, any Executive Vice President or any Senior Vice President and
by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant
Secretary, and delivered to the Trustee.

      "CONVERSION RATE" means the number of shares of Common Stock issuable upon
conversion of a Security per $1,000 principal amount, which Conversion Rate
shall initially be 23.3596 shares of Common Stock per $1,000 principal amount of
Securities, subject to adjustment as provided in ARTICLE X.

      "CONVERSION PRICE" means, as of any date of determination, the dollar
amount derived by dividing one thousand dollars ($1,000) by the Conversion Rate
in effect on such date.

      "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of the
Trustee specified in SECTION 11.02 or such other address as the Trustee may give
notice of to the Company and the Holders.

      "CURRENT MARKET PRICE" shall mean the average of the Closing Sale Prices
per share of Common Stock for the ten consecutive Trading Days ending on the
earlier of the date of determination and the day before the Ex Date with respect
to the distribution requiring such computation.

      "DEFAULT" means any event that is, or after notice or passage of time or
both would be, an Event of Default.

      "DEPOSITARY" means The Depository Trust Company, its nominees and
successors.

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC thereunder.

      "EX DATE," means (i) when used with respect to any issuance or
distribution, means the first date on which the Common Stock trades the regular
way on the relevant exchange or in the relevant market from which the Closing
Sale Price was obtained without the right to receive such

                                      -3-

<PAGE>

issuance or distribution, (ii) when used with respect to any subdivision or
combination of shares of Common Stock, means the first date on which the Common
Stock trades the regular way on such exchange or in such market after the time
at which such subdivision or combination becomes effective, and (iii) when used
with respect to any tender offer or exchange offer means the first date on which
the Common Stock trades the regular way on such exchange or in such market after
the expiration time of such tender offer or exchange offer (as it may be amended
or extended).

      "FAIR MARKET VALUE" shall mean the amount that a willing buyer would pay a
willing seller in an arm's-length transaction.

      "FUNDAMENTAL CHANGE" shall be deemed to occur upon the occurrence, on or
after the Issue Date, of either a "Change in Control" or a "Termination of
Trading."

      "HOLDER" or "SECURITYHOLDER" means a person in whose name a Security is
registered on the Registrar's books.

      "INDEBTEDNESS" of a person means the principal of, premium, if any, and
interest on, and all other obligations in respect of (a) all indebtedness of
such person for borrowed money (including all indebtedness evidenced by notes,
bonds, debentures or other securities), (b) all obligations (other than trade
payables) incurred by such person in the acquisition (whether by way of
purchase, merger, consolidation or otherwise and whether by such person or
another person) of any business, real property or other assets, (c) all
reimbursement obligations of such person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
person, (d) all capital lease obligations of such person, (e) all net
obligations of such person under interest rate swap, currency exchange or
similar agreements of such person, (f) all obligations and other liabilities,
contingent or otherwise, under any lease or related document, including a
purchase agreement, conditional sale or other title retention agreement, in
connection with the lease of real property or improvements thereon (or any
personal property included as part of any such lease) that provide that such
person is contractually obligated to purchase or cause a third party to purchase
the leased property or pay an agreed-upon residual value of the leased property,
including such person's obligations under such lease or related document to
purchase or cause a third party to purchase such leased property or pay an
agreed-upon residual value of the leased property to the lessor, (g) guarantees
by such person of indebtedness described in CLAUSES (a) THROUGH (f) of another
person, and (h) all renewals, extensions, refundings, deferrals, restructurings,
amendments and modifications of any indebtedness, obligation, guarantee or
liability of the kind described in CLAUSES (a) THROUGH (g).

      "INDENTURE" means this Indenture as amended or supplemented from time to
time.

      "INITIAL PURCHASERS" means UBS Securities LLC, Morgan Keegan & Company,
Inc., First Albany Capital, Inc., Stanford Group Company and The Shemano Group,
Inc.

      "ISSUE DATE" means September 27, 2005.

      "LIQUIDATED DAMAGES AMOUNT" has the meaning ascribed to such term in the
Registration Rights Agreement.

                                      -4-

<PAGE>

      "MAKE-WHOLE FUNDAMENTAL CHANGE" means:

      (a) a sale, transfer, lease, conveyance or other disposition of all or
substantially all of the property or assets of the Company to any "person" or
"group" (as those terms are used in Sections 13(d) and 14(d) of the Exchange
Act), including any group acting for the purpose of acquiring, holding, voting
or disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act, other than a sale, transfer, lease, conveyance or other
disposition of all or substantially all of the property or assets of the Company
that falls within the description contained in clause (b) of this definition; or

      (b) any transaction or event or any series of transactions or events
(whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification, recapitalization, asset
sale, lease of assets or otherwise) in connection with which all or
substantially all of the Company's Common Stock is exchanged for, converted
into, acquired for or constitutes solely the right to receive stock, other
securities, other property, assets or cash.

Notwithstanding the foregoing, any transaction or event or any series of
transactions or events described in clause (b) of this definition in which:

(i)   at least 95% of the consideration (other than cash payments for fractional
      shares or pursuant to statutory appraisal rights) in such transaction
      consists of common stock, ordinary shares or American Depository Shares,
      and any associated rights, traded on a U.S. national securities exchange
      or quoted on the Nasdaq National Market (or that will be so traded or
      quoted when issued or exchanged in connection with such transaction), and

(ii)  as a result of such transaction, the consideration due upon conversion of
      the Securities shall be payable solely in shares of such common stock,
      ordinary shares or American Depository Shares, and any associated rights
      and cash for fractional shares,

shall not constitute a Make-Whole Fundamental Change.

      "MATURITY DATE" means October 1, 2025.

      "OFFERING MEMORANDUM" the final offering memorandum of the Company, dated
September 22, 2005, prepared in connection with the offering of the Securities.

      "OFFICER" means the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Operating Officer, the Chief Financial Officer, any
Executive Vice President or any Senior Vice President of the Company.

      "OFFICER'S CERTIFICATE" means a certificate signed by an Officer of the
Company.

      "OPINION OF COUNSEL" means a written opinion from legal counsel selected
by the Company who may be an employee of or counsel for the Company, or other
counsel reasonably acceptable to the Trustee.

                                      -5-

<PAGE>

      "OPTION" means the Initial Purchasers' option to acquire up to $11,250,000
aggregate principal amount of additional Securities ("ADDITIONAL SECURITIES") as
provided for in the Purchase Agreement.

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

      "PUBLIC ACQUIRER COMMON STOCK" means common stock that is traded on a
national securities exchange or quoted on the Nasdaq National Market or that
will be so traded or quoted when issued or exchanged in connection with an event
described in clause (b) of the definition of "Make-Whole Fundamental Change" (as
such clause (b) is modified by the last paragraph of such definition).

      "PUBLIC ACQUIRER FUNDAMENTAL CHANGE" shall mean an acquisition of the
Company pursuant to an event described in clause (b) of the definition of
"Make-Whole Fundamental Change" (as such clause (b) is modified by the last
paragraph of such definition), where the acquirer (or any entity that is a
direct or indirect wholly owned Subsidiary of the acquirer or of which the
acquirer is a direct or indirect wholly owned Subsidiary) has a class of Public
Acquirer Common Stock.

      "PURCHASE AGREEMENT" means the Purchase Agreement dated September 21, 2005
among the Company and the Initial Purchasers.

      "PURCHASE NOTICE" means a Purchase Notice in the form set forth in the
Securities.

      "QIB" means a "qualified institutional buyer" within the meaning of Rule
144A promulgated under the Securities Act.

      "REDEMPTION DATE" means the date specified for Redemption of the
Securities in accordance with the terms of the Securities and this Indenture.

      "REDEMPTION PRICE" means, with respect to a Security to be redeemed by the
Company in accordance with ARTICLE III, one hundred percent (100%) of the
outstanding principal amount of such Security to be redeemed, plus accrued and
unpaid interest, if any, to, but excluding, the Redemption Date.

      "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
dated as of the date hereof among the Company and the Initial Purchasers.

      "RESPONSIBLE OFFICER" shall mean, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

                                      -6-

<PAGE>

      "RULE 144A" means Rule 144A promulgated under the Securities Act, as such
rule may be amended and in effect from time to time.

      "SEC" means the Securities and Exchange Commission.

      "SECURITIES" means the 5.00% Convertible Senior Notes due 2025 issued by
the Company pursuant to this Indenture.

      "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC thereunder.

      "SIGNIFICANT SUBSIDIARY" with respect to any person means any Subsidiary
of such person that constitutes a "significant subsidiary" within the meaning of
Rule 1-02(w) of Regulation S-X promulgated under the Securities Act, as such
regulation is in effect on the date of this Indenture.

      "SUBSIDIARY" means (i) a corporation a majority of whose Capital Stock
with voting power, under ordinary circumstances, to elect directors is at the
time, directly or indirectly, owned by the Company, by one or more subsidiaries
of the Company or by the Company and one or more of its subsidiaries or (ii) any
other person (other than a corporation), including, without limitation, a
partnership or joint venture, in which the Company, one or more of its
subsidiaries, or the Company and one or more of its subsidiaries, directly or
indirectly, at the date of determination thereof, own at least a majority
ownership interest entitled to vote in the election of directors, managers or
trustees (or members of any other equivalent governing body) thereof.

      "TERMINATION OF TRADING" shall be deemed to occur if the Common Stock (or
other common stock into which the Securities are then convertible) is neither
listed for trading on a U.S. national securities exchange nor quoted on the
Nasdaq National Market.

      "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as amended and in effect from time to time.

      "TRADING DAY" for any security means (x) if the applicable security is
listed or admitted for trading on the New York Stock Exchange or another
national or regional securities exchange, a day on which the New York Stock
Exchange or such other national or regional securities exchange is open for
business, or (y) if the applicable security is quoted on The National
Association of Securities Dealers Automated Quotation System, a day on which
trades may be made thereon, or (z) if the applicable security is not so listed,
admitted for trading or quoted, any day other than a Saturday or Sunday or a day
on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.

      "TRUSTEE" means the party named as such in this Indenture until a
successor replaces it in accordance with the provisions hereof and thereafter
means the successor.

      "VOTING STOCK" of any Person means the total voting power of all classes
of the Capital Stock of such Person entitled to vote generally in the election
of directors of such Person.

                                      -7-

<PAGE>

1.02  OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                   Term                                          Defined in Section
                   ----                                          ------------------
<S>                                                              <C>
"ACQUIRER STOCK CONVERSION RIGHT ADJUSTMENT" .................         10.15
"ACQUISITION OF VOTING CONTROL" ..............................          3.09
"ADDITIONAL SECURITIES" ......................................          1.01
"AGGREGATE AMOUNT" ...........................................         10.06
"APPLICABLE INCREASE" ........................................         10.15
"APPLICABLE PRICE" ...........................................         10.15
"BANKRUPTCY LAW" .............................................          6.01
"CONVERSION AGENT" ...........................................          2.03
"CONVERSION DATE" ............................................         10.02
"CUSTODIAN" ..................................................          6.01
"EFFECTIVE DATE" .............................................         10.15
"EVENT OF DEFAULT" ...........................................          6.01
"EX DATE" ....................................................         10.06
"EXPIRATION DATE" ............................................         10.06
"EXPIRATION TIME" ............................................         10.06
"FUNDAMENTAL CHANGE NOTICE" ..................................          3.09
"FUNDAMENTAL CHANGE REPURCHASE DATE" .........................          3.09
"FUNDAMENTAL CHANGE REPURCHASE PRICE" ........................          3.09
"FUNDAMENTAL CHANGE REPURCHASE RIGHT" ........................          3.09
"GLOBAL SECURITY" ............................................          2.01
"LEGAL HOLIDAY" ..............................................         11.07
"MAKE-WHOLE CONSIDERATION" ...................................         10.15
"MAKE-WHOLE CONVERSION RATE ADJUSTMENT".......................         10.15
"NOTICE OF DEFAULT" ..........................................          6.01
"OPTION PURCHASE DATE" .......................................          3.08
"OPTION PURCHASE NOTICE" .....................................          3.08
"OPTION PURCHASE PRICE" ......................................          3.08
"PARTICIPANTS" ...............................................          2.15
"PAYING AGENT" ...............................................          2.03
"PERMITTED STRATEGIC TRANSACTION" ............................          3.09
"PHYSICAL SECURITIES" ........................................          2.01
"PURCHASE AT HOLDER'S OPTION" ................................          3.01
"PURCHASED SHARES" ...........................................         10.06
"REDEMPTION" .................................................          3.01
"REGISTRAR" ..................................................          2.03
"REPURCHASE UPON FUNDAMENTAL CHANGE" .........................          3.01
"RESALE RESTRICTION TERMINATION DATE" ........................          2.17
"RESTRICTED SECURITY" ........................................          2.16
"RIGHTS" .....................................................         10.06
"SPIN-OFF EX-DIVIDEND DATE" ..................................         10.06
"TRIGGER EVENT" ..............................................         10.07
</TABLE>

                                      -8-

<PAGE>

1.03  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

      Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

      The following TIA terms used in this Indenture have the following
meanings:

      "COMMISSION" means the SEC;
      "INDENTURE SECURITIES" means the Securities;
      "INDENTURE SECURITY HOLDER" means a Securityholder or a Holder;
      "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 successor
      thereof.

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

1.04  RULES OF CONSTRUCTION.

      Unless the context otherwise requires:

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

            (ii) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with U.S. generally accepted accounting
      principles in effect from time to time;

            (iii) "or" is not exclusive;

            (iv) words in the singular include the plural and in the plural
      include the singular;

            (v) provisions apply to successive events and transactions;

            (vi) "close of business" on a date shall refer to 5:00 pm, New York
      City time, on such date;

            (vii) the term "INTEREST" includes Liquidated Damages Amounts,
      unless the context otherwise requires or unless the terms of the
      Registration Rights Agreement provide otherwise;

            (viii) "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 of this Indenture; and

            (ix) references to currency shall mean the lawful currency of the
      United States of America, unless the context requires otherwise.

                                      -9-

<PAGE>

                               II. THE SECURITIES

2.01  FORM AND DATING.

      The Securities and the Trustee's certificate of authentication shall be
substantially in the form set forth in EXHIBIT A, which is incorporated in and
forms a part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage; provided such
notations, legends or endorsements are in form reasonably acceptable to the
Company. 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.

      Securities offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more Global Securities, in registered form,
substantially in the form set forth in EXHIBIT A (the "GLOBAL SECURITY"),
deposited with the Trustee, as custodian for the Depositary, and registered in
the name of the Depositary or a nominee thereof, duly executed by the Company
and authenticated by the Trustee as hereinafter provided and bearing the
Restricted Securities Legend set forth in EXHIBITS B-1 and the legend set forth
in B-2. The aggregate principal amount of the Global Security may from time to
time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary, as hereinafter provided; provided that
in no event shall the aggregate principal amount of the Global Security or
Securities exceed $75,000,000 (or $86,250,000 if the Initial Purchasers elect to
purchase all of the Additional Securities pursuant to the Option).

      Securities issued in exchange for interests in a Global Security pursuant
to SECTION 2.15 may be issued in the form of permanent certificated Securities
in registered form in substantially the form set forth in EXHIBIT A (the
"PHYSICAL SECURITIES") and, if applicable, bearing any legends required by
SECTION 2.17.

2.02  EXECUTION AND AUTHENTICATION.

      One duly authorized Officer shall sign the Securities for the Company by
manual or facsimile signature.

      A Security's validity shall not be affected by the failure of an Officer
whose signature is on such Security to hold, at the time the Security is
authenticated, the same office at the Company.

      A Security shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Security has
been authenticated under this Indenture.

      Upon a written order of the Company signed by one Officer of the Company,
the Trustee shall authenticate Securities for original issue in the aggregate
principal amount of $75,000,000 and such additional principal amount, if any, as
shall be determined pursuant to the next sentence of this SECTION 2.02. Upon
receipt by the Trustee of an Officer's Certificate stating that the Initial
Purchasers have elected to purchase from the Company a specified principal
amount of Additional Securities, not to exceed $11,250,000, pursuant to the
Option, the Trustee shall authenticate and deliver such specified principal
amount of Additional Securities to or upon the

                                      -10-

<PAGE>

written order of the Company signed as provided in the immediately preceding
sentence. Such Officer's Certificate must be received by the Trustee not later
than the proposed date for delivering of such Additional Securities. The
aggregate principal amount of Securities outstanding at any time may not exceed
$75,000,000 except as provided in this SECTION 2.02.

      Upon a written order of the Company signed by one Officer of the Company,
the Trustee shall authenticate Securities not bearing the Restricted Securities
Legend to be issued to the transferee when sold pursuant to an effective
registration statement under the Securities Act as set forth in SECTION 2.16(b).

      The Trustee shall act as the initial authenticating agent. Thereafter, the
Trustee may appoint an authenticating agent reasonably 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 authenticating
agent. An authenticating agent has the same rights as the Registrar, Paying
Agent, Conversion Agent or any co-Registrar to deal with the Company and its
Affiliates.

      If a written order of the Company pursuant to this SECTION 2.02 has been,
or simultaneously is, delivered, any instructions by the Company to the Trustee
with respect to endorsement, delivery or redelivery of a Security issued in
global form shall be in writing but need not comply with SECTION 11.04 hereof
and need not be accompanied by an Opinion of Counsel.

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

2.03  REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

      The Company shall maintain, or cause to be maintained, (i) an office or
agency in the Borough of Manhattan, The City of New York, where Securities may
be presented for registration of transfer or for exchange ("REGISTRAR"); (ii) an
office or agency in the Borough of Manhattan, The City of New York, where
Securities may be presented for payment ("PAYING AGENT"); and (iii) an office or
agency in the Borough of Manhattan, The City of New York, where Securities may
be presented for conversion ("CONVERSION AGENT"). The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Company may
appoint or change one or more co-Registrars, one or more additional paying
agents and one or more additional conversion agents without notice and may act
in any such capacity on its own behalf. The term "REGISTRAR" includes any
co-Registrar; the term "PAYING AGENT" includes any additional paying agent; and
the term "CONVERSION AGENT" includes any additional conversion agent.

      If the Company fails to maintain a Registrar, Paying Agent or Conversion
Agent, the Trustee shall act as such and shall be entitled to reasonable
compensation therefor pursuant to SECTION 7.07.

      The Company initially appoints the Trustee as Paying Agent, Registrar and
Conversion Agent and designates the Corporate Trust Office of the Trustee for
the purposes enumerated in the first paragraph of this SECTION 2.03.

                                      -11-

<PAGE>

2.04  PAYING AGENT TO HOLD MONEY IN TRUST.

      Each Paying Agent shall hold in trust for the benefit of the
Securityholders or the Trustee all moneys and, if applicable, other property
held by the Paying Agent for the payment of the Securities, and shall notify the
Trustee of any Default by the Company in making any such payment. While any such
Default continues, the Trustee may require a Paying Agent to pay all money and,
if applicable, other property held by it to the Trustee. The Company at any time
may require a Paying Agent to pay all money and, if applicable, other property
held by it to the Trustee and account for any funds so paid by it. Upon payment
over to the Trustee, the Paying Agent shall have no further liability for such
money and, if applicable, other property. If the Company acts as Paying Agent,
it shall segregate and hold as a separate trust fund all money and, if
applicable, other property held by it as Paying Agent.

2.05  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 Registrar, the Company shall (i)
furnish to the Trustee on or before each interest payment date, a list of the
names and addresses of Securityholders appearing on the security register of the
Registrar; and (ii) furnish, within thirty (30) days after the receipt by the
Company of such request, to the Trustee, at such other times as the Trustee
reasonably may request in writing, a list of similar form and content, which
list shall be as of a date not more than fifteen (15) days before the date such
list is furnished.

2.06  TRANSFER AND EXCHANGE.

      Subject to SECTIONS 2.15 and 2.16 hereof, where Securities are presented
to the Registrar with a request to register their transfer or to exchange them
for an equal principal amount of Securities of other authorized denominations,
the Registrar shall register the transfer or make the exchange if its
requirements for such transaction are met. To permit registrations of transfer
and exchanges, the Trustee shall authenticate Securities at the Registrar's
request or upon the Trustee's receipt of a Company Order therefor. The Company
or the Trustee, as the case may be, shall not be required to register the
transfer of or exchange any Security (i) for a period of fifteen (15) days
before selecting, pursuant to SECTION 3.03, Securities to be redeemed or (ii)
during a period beginning at the opening of business fifteen (15) days before
the mailing of a notice of redemption of the Securities selected for Redemption
under SECTION 3.04 and ending at the close of business on the day of such
mailing or (iii) that has been selected for Redemption or for which a Purchase
Notice has been delivered, and not withdrawn, in accordance with this Indenture,
except the unredeemed or unrepurchased portion of Securities being redeemed or
repurchased in part.

      No service charge shall be made for any transfer, exchange or conversion
of Securities, but the Company may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge that may be imposed in
connection with any transfer, exchange or conversion of Securities, other than
exchanges pursuant to SECTIONS 2.10, 9.05 or 10.02, or ARTICLE III, not
involving any transfer.

                                      -12-

<PAGE>

2.07  REPLACEMENT SECURITIES.

      If the Holder of a Security claims that the Security has been mutilated,
lost, destroyed or wrongfully taken, the Company shall, in the absence of notice
to the Company or the Trustee that such Security has been acquired by a bona
fide purchaser, issue and the Trustee, upon receipt of a Company Order therefor,
shall authenticate a replacement Security upon surrender to the Trustee of the
mutilated Security, or upon delivery to the Trustee of evidence of the loss,
destruction or theft of the Security satisfactory to the Trustee and the
Company. In the case of a lost, destroyed or wrongfully taken Security, the
Trustee or the Company may require the Holder of such Security to deliver, prior
to the issuance and authentication of a replacement Security, an indemnity bond
that is reasonably satisfactory to the Trustee and the Company to indemnify and
hold harmless the Company, the Trustee and any Registrar, Paying Agent,
Conversion Agent or co-Registrar (if different than the Trustee) from any loss
that any of them may suffer if such Security is replaced. The Company and the
Trustee may charge such Holder for their expenses (including taxes or
governmental charges incurred) in replacing a Security.

      In case any such mutilated, lost, destroyed or wrongfully taken Security
has become or is about to become due and payable (whether at maturity, upon
Redemption, on an Option Purchase Date with respect to a Purchase at Holder's
Option or on a Fundamental Change Repurchase Date with respect to a Repurchase
Upon Fundamental Change), the Company in its discretion may, instead of issuing
a new Security, pay such Security when due.

      Every replacement Security is an additional obligation of the Company only
as provided in SECTION 2.08.

2.08  OUTSTANDING SECURITIES.

      Securities outstanding at any time are all the Securities authenticated by
the Trustee except for those converted, those cancelled by it, those delivered
to it for cancellation and those described in this SECTION 2.08 as not
outstanding.

      If a Security is replaced pursuant to SECTION 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it, or a court
holds, that the replaced Security is held by a bona fide purchaser.

      If the Paying Agent (other than the Company) holds on an Option Purchase
Date, Redemption Date, Fundamental Change Repurchase Date or Maturity Date,
money sufficient to pay the aggregate Option Purchase Price, Redemption Price,
Fundamental Change Repurchase Price or principal amount, as the case may be,
with respect to all Securities to be redeemed, purchased or paid upon Purchase
at Holder's Option, Redemption, Repurchase Upon Fundamental Change or maturity,
as the case may be, payable as herein provided upon Purchase at Holder's Option,
Redemption, Repurchase Upon Fundamental Change or maturity, then (unless there
shall be a Default in the payment of such aggregate Option Purchase Price,
Redemption Price, Fundamental Change Repurchase Price or principal amount) on
and after such date such Securities shall be deemed to be no longer outstanding,
interest on such Securities shall cease to accrue, and such Securities shall be
deemed paid whether or not such Securities are delivered to the Paying Agent.
Thereafter, all rights of the Holders of such Securities shall

                                      -13-

<PAGE>

terminate with respect to such Securities, other than the right to receive the
Option Purchase Price, Redemption Price, Fundamental Change Repurchase Price or
principal amount, as the case may be, in accordance with this Indenture.

      If a Security is converted in accordance with ARTICLE X, then, from and
after the time of such conversion on the Conversion Date, such Security shall
cease to be outstanding, and interest, if any, shall cease to accrue on such
Security.

2.09  SECURITIES HELD BY THE COMPANY OR AN AFFILIATE.

      (a) In determining whether the Holders of the required aggregate principal
amount of Securities have concurred in any request, demand, direction, waiver or
consent, Securities owned by the Company or any of its Subsidiaries or
Affiliates shall be considered as though not outstanding, except that, for the
purposes of determining whether a Responsible Officer of the Trustee shall be
protected in relying on any such request, demand, direction, waiver or consent,
only Securities that the Trustee knows are so owned shall be so disregarded.
Securities so owned that have been pledged in good faith may be considered to be
outstanding for purposes of this SECTION 2.09 if the pledgee establishes, to the
reasonable satisfaction of the Trustee, the pledgee's right so to concur with
respect to such Securities and that the pledgee is not, and is not acting at the
direction or on behalf of, the Company, any other obligor on the Securities, an
Affiliate of the Company or an affiliate of any such other obligor. The Trustee
may rely on the advice of counsel or on an Officer's Certificate in order to be
reasonably satisfied that the pledgee has established the foregoing.

      (b) Any Securities or shares of Common Stock issued upon the conversion of
Securities that is purchased or owned by the Company or any Affiliate thereof
may not be resold by the Company or such Affiliate unless registered under the
Securities Act or resold pursuant to an exemption from the registration
requirements of the Securities Act in a transaction that results in such
Securities or shares of Common Stock, as the case may be, no longer being
"restricted securities" (as defined under Rule 144 under the Securities Act).

2.10  TEMPORARY SECURITIES.

      Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall, upon its receipt of a Company Order therefor,
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Securities
in exchange for temporary Securities. Until so exchanged, each temporary
Security shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities, and such temporary Security shall be
exchangeable for definitive Securities in accordance with the terms of this
Indenture.

2.11  CANCELLATION.

      The Company at any time may deliver Securities (which the Company may have
duly acquired in any manner whatsoever) to the Trustee for cancellation. The
Registrar, Paying Agent and Conversion Agent shall forward to the Trustee any
Securities surrendered to them for

                                      -14-

<PAGE>

Redemption, Purchase at Holder's Option, Repurchase Upon Fundamental Change,
transfer, exchange, payment or conversion. The Trustee shall promptly cancel all
Securities surrendered for transfer, exchange, payment (whether at maturity,
upon Redemption, upon a Purchase at Holder's Option, or upon a Repurchase Upon
Fundamental Change), conversion or cancellation in accordance with its customary
procedures. The Company may not issue new Securities to replace Securities that
it has paid or delivered to the Trustee for cancellation or that any
Securityholder has converted pursuant to ARTICLE X. All cancelled Securities
held by the Trustee shall be destroyed, and certification of their destruction
shall be delivered by the Trustee to the Company unless the Company shall, by a
Company Order, direct that cancelled Securities be returned to it.

2.12  DEFAULTED INTEREST.

      If and to the extent the Company defaults in a payment of interest on the
Securities, the Company shall pay in cash the defaulted interest in any lawful
manner plus, to the extent not prohibited by applicable statute or case law,
interest on such defaulted interest at the rate provided in the Securities. The
Company may pay the defaulted interest (plus interest on such defaulted
interest) to the persons who are Securityholders on a subsequent special record
date. The Company shall fix such record date and payment date. At least fifteen
(15) calendar days before such record date, the Company shall mail to
Securityholders a notice that states the record date, payment date and amount of
interest to be paid, and the Company shall cause any such defaulted interest
(plus interest on such defaulted interest) to be paid to Holders of record of
each applicable Security at 5:00 p.m., New York City time, on such record date.
Upon such due payment in full, such defaulted interest (plus interest on such
defaulted interest) shall no longer be payable pursuant to this SECTION 2.12.

2.13  CUSIP NUMBERS.

      The Company in issuing the Securities may use one or more "CUSIP" numbers,
and, if so, the Trustee shall use the CUSIP numbers in notices of redemption or
exchange as a convenience to Holders; provided, however, that no representation
is hereby deemed to be made by the Trustee as to the correctness or accuracy of
the CUSIP numbers printed on the notice or on the Securities; provided further,
that reliance may be placed only on the other identification numbers printed on
the Securities, and the effectiveness of any such notice shall not be affected
by any defect in, or omission of, such CUSIP numbers. The Company shall promptly
notify the Trustee of any change in the CUSIP numbers.

2.14  DEPOSIT OF MONEYS AND PROPERTY.

      Prior to 11:00 A.M., New York City time, on each interest payment date,
Maturity Date, Redemption Date, Option Purchase Date or Fundamental Change
Repurchase Date, the Company shall have deposited with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust in
accordance with SECTION 2.04) money, in funds immediately available on such
date, and, if applicable as provided herein, such other consideration,
sufficient to make cash payments and deliver such other consideration, if any,
due on such interest payment date, Maturity Date, Redemption Date, Option
Purchase Date or Fundamental Change Repurchase Date, as the case may be. The
Paying Agent shall remit

                                      -15-

<PAGE>

payment to the Holders on such interest payment date, Maturity Date, Redemption
Date, Option Purchase Date or Fundamental Change Repurchase Date, as the case
may be. If, pursuant to SECTION 4.01 hereof and PARAGRAPH 3 of the Securities,
payment shall be made to Holders by check, then such deposit shall be made in
such manner as will permit such remittance to be made by check drawn upon a bank
in the city in which the Paying Agent's principal office, or the Corporate Trust
Office of the Trustee, shall be located.

2.15  BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES.

      (a) The Global Securities initially shall (i) be registered in the name of
the Depositary or the nominee of the Depositary, (ii) be delivered to the
Trustee as custodian for the Depositary and (iii) bear legends as set forth in
SECTION 2.16(a).

      Members of, or participants in, the Depositary ("PARTICIPANTS") shall have
no rights under this Indenture with respect to any Global Security held on their
behalf by the Depositary, or the Trustee as its custodian, or under the Global
Security, and the Depositary may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of the 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 impair, as between the Depositary and
Participants, the operation of customary practices governing the exercise of the
rights of a Holder of any Security.

      (b) Transfers of Global Securities shall be limited to transfers in whole,
but not in part, to the Depositary, its successors or their respective nominees.
In addition, Physical Securities shall be transferred to all beneficial owners,
as identified by the Depositary, in exchange for their beneficial interests in
Global Securities only if (i) the Depositary notifies the Company that the
Depositary is unwilling or unable to continue as depositary for any Global
Security (or the Depositary ceases to be a "clearing agency" registered under
Section 17A of the Exchange Act) and a successor Depositary is not appointed by
the Company within ninety (90) days of such notice or cessation or (ii) an Event
of Default has occurred and is continuing and the Registrar has received a
written request from the Depositary to issue Physical Securities.

      (c) In connection with the transfer of a Global Security in its entirety
to beneficial owners pursuant to SECTION 2.15(b), such Global Security shall be
deemed to be surrendered to the Trustee for cancellation, and the Company shall
execute, and the Trustee shall upon written instructions from the Company
authenticate and deliver, to each beneficial owner identified by the Depositary
in exchange for its beneficial interest in such Global Security, an equal
aggregate principal amount of Physical Securities of authorized denominations.

      (d) Any Physical Security constituting a Restricted Security delivered in
exchange for an interest in a Global Security pursuant to SECTION 2.15(b) shall,
except as otherwise provided by SECTION 2.16, bear the Restricted Securities
Legend.

      (e) The Holder of any Global Security may grant proxies and otherwise
authorize any Person, including Participants and Persons that may hold interests
through Participants, to take any action that a Holder is entitled to take under
this Indenture or the Securities.

                                      -16-

<PAGE>

2.16  SPECIAL TRANSFER PROVISIONS.

      (a) Notwithstanding any other provisions of this Indenture, but except as
provided in SECTION 2.15(b), a Global 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. Each Global Security shall bear the legend set forth in
Exhibit B-2.

      (b) Every Security that bears or is required under this SECTION 2.16(b) to
bear the restricted securities legend set forth in Exhibit B-1 (the "RESTRICTED
SECURITIES LEGEND"), and any Common Stock that bears or is required under this
SECTION 2.16(b) to bear the common stock legend set forth in Exhibit B-1 (the
"COMMON STOCK LEGEND") (collectively, the "RESTRICTED SECURITIES") shall be
subject to the restrictions on transfer set forth in the Restricted Securities
Legend or the Common Stock Legend, as the case may be, unless such restrictions
on transfer shall be waived by written consent of the Company, and the holder of
each such Restricted Security, by such Securities holder's acceptance thereof,
agrees to be bound by all such restrictions on transfer. As used in this SECTION
2.16(b), the term "TRANSFER" encompasses any sale, pledge, loan, transfer or
other disposition whatsoever of any Restricted Security or any interest therein.

      Until the expiration of the holding period applicable to sales thereof
under Rule 144(k) under the Securities Act (or any successor provision), any
certificate evidencing such Security (and all securities issued in exchange
therefor or substitution thereof), and any stock certificate representing shares
of Common Stock issued upon conversion of any Security, shall bear a Restricted
Securities Legend or a Common Stock Legend, as the case may be, unless such
Security or such shares of Common Stock have been sold pursuant to a
registration statement that has been declared effective under the Securities Act
(and which continues to be effective at the time of such transfer) or pursuant
to Rule 144 under the Securities Act or any similar provision then in force, or
such shares of Common Stock have been issued upon conversion of Securities that
have been transferred pursuant to a registration statement that has been
declared effective under the Securities Act or pursuant to Rule 144 under the
Securities Act, or unless otherwise agreed by the Company in writing, with
written notice thereof to the Trustee.

      Any Security (or security issued in exchange or substitution therefor) as
to which such restrictions on transfer shall have expired in accordance with
their terms or as to conditions for removal of the Restricted Security Legend
set forth therein have been satisfied may, upon surrender of such Security for
exchange to the Registrar in accordance with the provisions of Section 2.06, be
exchanged for a new Security or Securities, of like tenor and aggregate
principal amount, which shall not bear the Restricted Security Legend. If the
Restricted Security surrendered for exchange is represented by a Global Security
bearing the Restricted Security Legend, the principal amount of the legended
Global Security shall be reduced by the appropriate principal amount and the
principal amount of a Global Security without the Restricted Security Legend
shall be increased by an equal principal amount. If a Global Security without
the Restricted Security Legend is not then outstanding, the Company shall
execute and the Trustee shall authenticate and deliver an unlegended Global
Security to the Depositary.

                                      -17-

<PAGE>

      Any such shares of Common Stock as to which such restrictions on transfer
shall have expired in accordance with their terms or as to which the conditions
for removal of the Common Stock Legend set forth therein have been satisfied
may, upon surrender of the certificates representing such shares of Common Stock
for exchange in accordance with the procedures of the transfer agent for the
Common Stock, be exchanged for a new certificate or certificates for a like
number of shares of Common Stock, which shall not bear the Common Stock Legend
required by this SECTION 2.16.

      (c) By its acceptance of any Security bearing the Restricted Securities
Legend, each Holder of such a Security acknowledges the restrictions on transfer
of such Security set forth in this Indenture and in the Restricted Securities
Legend and agrees that it will transfer such Security only as provided in this
Indenture and as permitted by applicable law.

      The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to SECTION 2.15 or this SECTION 2.16.
The Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time during normal
hours of operation of the Registrar upon the giving of reasonable notice to the
Registrar.

2.17  RANKING

      The indebtedness of the Company arising under or in connection with this
Indenture and every outstanding Security issued under this Indenture from time
to time constitutes and will constitute a senior unsecured obligation of the
Company, ranking equally with other existing and future senior unsecured
indebtedness of the Company and ranking senior to any existing or future
indebtedness of the Company that, by its terms, is made subordinate to senior
indebtedness of the Company.

                         III. REDEMPTION AND REPURCHASE

3.01  RIGHT OF REDEMPTION.

      (a) Redemption of the Securities, as permitted by any provision of this
Indenture, shall be made:

            (i) with respect to a repurchase at the Company's option, in
      accordance with PARAGRAPHS 6 AND 7 of the Securities (a "REDEMPTION"),

            (ii) with respect to a repurchase at the Holder's option, in
      accordance with PARAGRAPH 8 of the Securities (a "PURCHASE AT HOLDER'S
      OPTION") and

            (iii) with respect to any repurchase upon a Fundamental Change, in
      accordance with PARAGRAPH 9 of the Securities (a "REPURCHASE UPON
      FUNDAMENTAL CHANGE"),

      in each case in accordance with the applicable provisions of this ARTICLE
      III.

                                      -18-

<PAGE>

      (b) The Company will comply with all applicable federal and state
securities laws, and any applicable laws of any foreign jurisdiction, in
connection with any offer to sell or solicitations of offers to buy Securities
pursuant to this ARTICLE III.

      (c) (i) The Company shall not have the right to redeem any Securities
prior to October 6, 2008.

            (ii) The Company shall have the right, at the Company's option, at
any time, and from time to time, on or after October 6, 2008, and prior to
October 1, 2010, to redeem all or any part of the Securities at a price payable
in cash equal to the Redemption Price, if the Closing Sale Price of the Common
Stock has exceeded 130% of the Conversion Price for at least twenty (20) Trading
Days in any consecutive thirty (30) Trading Day period ending on the Trading Day
prior to the date of mailing of the relevant notice of Redemption.

            (iii) The Company shall have the right, at the Company's option, at
any time, and from time to time, on or after October 1, 2010, to redeem all or
any part of the Securities at a price payable in cash equal to the Redemption
Price, irrespective of the Closing Sale Price of the Common Stock.

      (d) Securities in denominations larger than $1,000 principal amount may be
redeemed in part but only in integral multiples of $1,000 principal amount.

3.02  NOTICES TO TRUSTEE.

      If the Company elects to redeem Securities pursuant to PARAGRAPH 6 of the
Securities, it shall notify the Trustee in writing of the Redemption Date, the
applicable provision of this Indenture pursuant to which the Redemption is to be
made and the aggregate principal amount of Securities to be redeemed, which
notice shall be provided to the Trustee by the Company at least fifteen (15)
days prior to the mailing, in accordance with SECTION 3.04, of the notice of
Redemption (unless a shorter notice period shall be satisfactory to the
Trustee).

3.03  SELECTION OF SECURITIES TO BE REDEEMED.

      If the Company has elected to redeem less than all the Securities pursuant
to PARAGRAPH 6 of the Securities, the Trustee shall, within five (5) Business
Days after receiving the notice specified in SECTION 3.02, select the Securities
to be redeemed by lot, on a pro rata basis or in accordance with any other
method the Trustee considers reasonably fair and appropriate. The Trustee shall
make such selection from Securities then outstanding and not already to be
redeemed by virtue of having been previously called for Redemption. The Trustee
may select for Redemption portions of the principal amount of Securities that
have denominations larger than $1,000 principal amount. Securities and portions
of them the Trustee selects for Redemption shall be in amounts of $1,000
principal amount or integral multiples of $1,000 principal amount. The Trustee
shall promptly notify the Company in writing of the Securities selected for
Redemption and the principal amount thereof to be redeemed.

      The Registrar need not register the transfer of or exchange any Securities
that have been selected for Redemption, except the unredeemed portion of the
Securities being redeemed in part. The Registrar need not issue, authenticate,
register the transfer of or exchange any Security

                                      -19-

<PAGE>

for a period of fifteen (15) days before selecting, pursuant to this SECTION
3.03, Securities to be redeemed.

3.04  NOTICE OF REDEMPTION.

      At least thirty (30) days but not more than sixty (60) days before a
Redemption Date, the Company shall mail, or cause to be mailed, by first-class
mail a notice of Redemption to each Holder whose Securities are to be redeemed,
at the address of such Holder appearing in the security register.

      The notice of Redemption shall identify the Securities and the aggregate
principal amount thereof to be redeemed pursuant to the Redemption and shall
state:

            (i) the Redemption Date;

            (ii) the Redemption Price;

            (iii) the Conversion Rate and the Conversion Price;

            (iv) the names and addresses of the Paying Agent and the Conversion
      Agent;

            (v) that the right to convert the Securities called for Redemption
      will terminate at the close of business on the Business Day immediately
      preceding the Redemption Date, unless there shall be a Default in the
      payment of the Redemption Price payable as herein provided upon
      Redemption;

            (vi) that Holders who want to convert Securities must satisfy the
      requirements of ARTICLE X;

            (vii) the paragraph of the Securities pursuant to which the
      Securities are to be redeemed;

            (viii) that Securities called for Redemption must be surrendered to
      the Paying Agent to collect the Redemption Price payable as herein
      provided upon Redemption;

            (ix) that, unless there shall be a Default in the payment of the
      Redemption Price payable as herein provided upon Redemption, interest on
      Securities called for Redemption ceases to accrue on and after the
      Redemption Date, such Securities will cease to be convertible after the
      close of business on the Business Day immediately preceding the Redemption
      Date, and all rights of the Holders of such Securities shall terminate on
      and after the Redemption Date, other than the right to receive, upon
      surrender of such Securities and in accordance with this Indenture, the
      Redemption Price; and

            (x) the CUSIP number or numbers, as the case may be, of the
      Securities.

                                      -20-

<PAGE>

      The right, pursuant to ARTICLE X, to convert Securities called for
Redemption shall terminate at the close of business on the Business Day
immediately preceding the Redemption Date, unless there shall be a Default in
the payment of the Redemption Price payable as herein provided upon Redemption.

      At the Company's request, upon reasonable prior notice, the Trustee shall
mail the notice of Redemption to each Holder whose Securities are to be redeemed
in the Company's name and at the Company's expense; provided, however, that the
form and content of such notice shall be approved in advance by the Company.

3.05  EFFECT OF NOTICE OF REDEMPTION.

      Once notice of Redemption is mailed, Securities called for Redemption
become due and payable on the Redemption Date at the Redemption Price and, on
and after such Redemption Date (unless there shall be a Default in the payment
of the Redemption Price), such Securities shall cease to bear interest, and all
rights of the Holders of such Securities shall terminate, other than the right
to receive, upon surrender of such Securities and in accordance with the next
sentence, the Redemption Price. Upon surrender to the Paying Agent of a Security
subject to Redemption, such Security shall be paid, to the Holder surrendering
such Security, at the Redemption Price.

      Notwithstanding the foregoing, if a Redemption Date falls after a record
date and on or prior to the corresponding interest payment date, the Company
shall pay the full amount of accrued and unpaid interest, if any, on such
interest payment date to the Holder of record at the close of business on the
corresponding record date, and the Redemption Price will be 100% of the
principal amount of the Securities to be redeemed in connection with such
Redemption.

      If any Security shall not be fully and duly paid upon surrender thereof
for Redemption, the principal of, and accrued and unpaid interest on, such
Security shall, until paid, bear interest from, and including, the Redemption
Date at the rate borne by such Security on the principal amount of such
Security, and such Security shall continue to be convertible pursuant to ARTICLE
X.

      Notwithstanding anything herein to the contrary, there shall be no
purchase of any Securities pursuant to a Redemption if the principal amount of
the Securities has been accelerated, and such acceleration has not been
rescinded, on or prior to the relevant Redemption Date. The Paying Agent will
promptly return to the respective Holders thereof any Securities held by it
during the continuance of any such acceleration.

3.06  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 is acting as its
own Paying Agent, segregate and hold in trust in accordance with SECTION 2.04)
money, in funds immediately available on the Redemption Date, sufficient to pay
the Redemption Price of all Securities to be redeemed on that date. The Paying
Agent shall return to the Company, as soon as practicable, any money not
required for that purpose.

                                      -21-

<PAGE>

3.07  SECURITIES REDEEMED IN PART.

      Any Security to be submitted for Redemption only in part shall be
delivered pursuant to SECTION 3.05 (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or its attorney duly authorized in writing). Upon receipt of such Security
together with any such required endorsements or transfer instruments, the
Company shall execute, and the Trustee shall, upon its receipt of a Company
Order therefor, authenticate and make available for delivery to the Holder of
such Security without service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder, of the same tenor and in
aggregate principal amount equal to the portion of such Security not submitted
for Redemption.

      If any Security selected for partial Redemption is converted in part, the
principal of such Security subject to Redemption shall be reduced by the
principal amount of such Security that is converted.

3.08  PURCHASE OF SECURITIES AT OPTION OF THE HOLDER.

      (a) At the option of the Holder thereof, Securities (or portions thereof
that are integral multiples of $1,000 in principal amount) shall be purchased by
the Company pursuant to PARAGRAPH 8 of the Securities on October 1, 2010,
October 1, 2015 and October 1, 2020 (each, an "OPTION PURCHASE DATE"), at a
purchase price, payable in cash, equal to one hundred percent (100%) of the
principal amount of the Securities (or such portions thereof) to be so
purchased, plus accrued and unpaid interest, if any, to, but excluding, the
applicable Option Purchase Date (the "OPTION PURCHASE PRICE") (provided,
however, that any such accrued and unpaid interest shall be paid not to the
Holder submitting the relevant Security for purchase on the Option Purchase Date
but instead to the Holder of record at the close of business on the
corresponding record date), upon:

            (i) delivery to the Company (if it is acting as its own Paying
      Agent), or to a Paying Agent designated by the Company for such purpose in
      the Option Purchase Notice (as defined below), by such Holder, at any time
      from 9:00 a.m., New York City time, on the date that is twenty (20)
      Business Days prior to the applicable Option Purchase Date until 5:00
      p.m., New York City time, on the Business Day immediately preceding the
      applicable Option Purchase Date, of a Purchase Notice, in the form set
      forth in the Securities, duly completed and signed, with appropriate
      signature guarantee, stating:

                  (a) the certificate number(s) of the Securities that the
            Holder will deliver to be purchased, if such Securities are in the
            form of Physical Securities;

                  (b) the principal amount of Securities to be purchased, which
            must be $1,000 or an integral multiple thereof; and

                  (c) that such principal amount of Securities are to be
            purchased as of the applicable Option Purchase Date pursuant to the
            terms and conditions specified in PARAGRAPH 8 of the Securities and
            in this Indenture; and

                                      -22-

<PAGE>

            (ii) delivery to the Company (if it is acting as its own Paying
      Agent), or to a Paying Agent designated by the Company for such purpose in
      the Option Purchase Notice (as defined below), at any time after delivery
      of such Purchase Notice, of such Securities (such Securities to conform in
      all material respects to the description thereof in the related Option
      Purchase Notice(as defined below)), together with all necessary
      endorsements, such delivery being a condition to receipt by the Holder of
      the Option Purchase Price therefor payable as herein provided upon
      Purchase at Holder's Option.

      If such Securities are held in book-entry form through the Depositary, the
Purchase Notice shall comply with applicable procedures of the Depositary.

      Upon such delivery of Securities to the Company (if it is acting as its
own Paying Agent) or such Paying Agent, such Holder shall be entitled, upon
reasonable request, to receive from the Company or such Paying Agent, as the
case may be, a nontransferable receipt of deposit evidencing such delivery.

      Notwithstanding anything herein to the contrary, any Holder that has
delivered the Purchase Notice contemplated by this SECTION 3.08(a) to the
Company (if it is acting as its own Paying Agent) or to a Paying Agent
designated by the Company for such purpose in the Option Purchase Notice (as
defined below) shall have the right to withdraw such Purchase Notice by
delivery, at any time prior to 5:00 p.m., New York City time, on the Business
Day immediately preceding the applicable Option Purchase Date, of a written
notice of withdrawal to the Company (if acting as its own Paying Agent) or the
Paying Agent, which notice shall contain the information specified in SECTION
3.08(b)(vii).

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

      (b) The Company shall give notice (the "OPTION PURCHASE NOTICE") on a date
not less than twenty (20) Business Days prior to each Option Purchase Date to
all Holders at their addresses shown in the register of the Registrar and to
beneficial owners as required by applicable law. Such notice shall state:

            (i) the Option Purchase Price and the Conversion Rate;

            (ii) the names and addresses of the Paying Agent and the Conversion
      Agent;

            (iii) that Securities with respect to which a Purchase Notice is
      given by a Holder may be converted pursuant to ARTICLE X only if such
      Purchase Notice has been withdrawn in accordance with this SECTION 3.08 or
      if there shall be a Default in the payment of such Option Purchase Price
      payable as herein provided upon Purchase at Holder's Option;

            (iv) that Securities must be surrendered (together with any
      necessary endorsements) to the Paying Agent to collect payment of the
      Option Purchase Price payable as herein provided upon Purchase at Holder's
      Option;

                                      -23-

<PAGE>

            (v) that the Option Purchase Price for any Security as to which a
      Purchase Notice has been given and not withdrawn will be paid no more than
      three (3) Business Days, following the later of such Option Purchase Date
      or the time of delivery of the Security as described in CLAUSE (iv) above;

            (vi) the procedures the Holder must follow to exercise rights under
      this SECTION 3.08 (including the name and address of the Paying Agent) and
      a brief description of those rights;

            (vii) that a Holder will be entitled to withdraw its election in the
      Purchase Notice if the Company (if acting as its own Paying Agent) or the
      Paying Agent receives, at any time prior to 5:00 p.m., New York City time,
      on the Business Day immediately preceding the applicable Option Purchase
      Date, or such longer period as may be required by law, a letter or
      telegram, telex or facsimile transmission (receipt of which is confirmed
      and promptly followed by a letter) setting forth (I) the name of such
      Holder, (II) a statement that such Holder is withdrawing its election to
      have Securities purchased by the Company on such Option Purchase Date
      pursuant to a Purchase at Holder's Option, (III) the certificate number of
      such Securities to be so withdrawn (if such Securities are in the form of
      Physical Securities), (IV) the principal amount of the Securities of such
      Holder to be so withdrawn, which amount must be $1,000 or an integral
      multiple thereof and (V) the principal amount, if any, of the Securities
      of such Holder that remain subject to the Purchase Notice delivered by
      such Holder in accordance with this SECTION 3.08, which amount must be
      $1,000 or an integral multiple thereof;

            (viii) that, on and after the applicable Option Purchase Date
      (unless there shall be a Default in the payment of such Option Purchase
      Price), interest on Securities subject to Purchase at Holder's Option will
      cease to accrue, and all rights of the Holders of such Securities shall
      terminate, other than the right to receive, upon surrender of such
      Securities and in accordance with this SECTION 3.08, the Option Purchase
      Price; and

            (ix) the CUSIP number or numbers, as the case may be, of the
      Securities.

      At the Company's request, upon reasonable prior notice, the Trustee shall
mail such Option Purchase Notice in the Company's name and at the Company's
expense; provided, however, that the form and content of such Option Purchase
Notice shall be approved in advance by the Company.

      No failure of the Company to give an Option Purchase Notice shall limit
any Holder's right pursuant hereto to exercise its rights to require the Company
to purchase such Holder's Securities pursuant to a Purchase at Holder's Option.

      (c) Subject to the provisions of this SECTION 3.08, the Company shall pay,
or cause to be paid, the Option Purchase Price with respect to each Security
subject to Purchase at Holder's Option to the Holder of record thereof no more
than three (3) Business Days, following the later

                                      -24-

<PAGE>

of the applicable Option Purchase Date and the time such Security (together with
all necessary endorsements) is surrendered to the Paying Agent.

      (d) Prior to 11:00 A.M., New York City time on the applicable Option
Purchase Date, the Company shall deposit with a Paying Agent (or, if the Company
is acting as its own Paying Agent, segregate and hold in trust in accordance
with SECTION 2.04) money, in funds immediately available on the applicable
Option Purchase Date, sufficient to pay the Option Purchase Price of all of the
Securities that are to be purchased by the Company on such Option Purchase Date
pursuant to a Purchase at Holder's Option. The Paying Agent shall return to the
Company, as soon as practicable, any money not required for that purpose.

      (e) Once the Purchase Notice has been duly delivered in accordance with
this SECTION 3.08, the Securities to be purchased pursuant to the Purchase at
Holder's Option shall, on the applicable Option Purchase Date, become due and
payable at the Option Purchase Price applicable thereto, and, on and after such
date (unless there shall be a Default in the payment of the Option Purchase
Price), such Securities shall cease to bear interest, and all rights of the
Holders of such Securities shall terminate, other than the right to receive, in
accordance with this SECTION 3.08, the Option Purchase Price.

      (f) Securities with respect to which a Purchase Notice has been duly
delivered in accordance with this SECTION 3.08 may be converted pursuant to
ARTICLE X, if otherwise convertible in accordance with ARTICLE X, only if such
Purchase Notice has been withdrawn in accordance with this SECTION 3.08 or if
there shall be a Default in the payment of the Option Purchase Price payable as
herein provided upon Purchase at Holder's Option.

      (g) If any Security shall not be paid upon surrender thereof for Purchase
at Holder's Option, the principal of, and accrued and unpaid interest on, such
Security shall, until paid, bear interest from, and including, the applicable
Option Purchase Date at the rate borne by such Security on the principal amount
of such Security, and such Security shall continue to be convertible pursuant to
ARTICLE X.

      (h) Any Security that is to be submitted for Purchase at Holder's Option
only in part shall be delivered pursuant to this SECTION 3.08 (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or its attorney duly authorized in writing), and the
Company shall execute, and the Trustee shall authenticate and make available for
delivery to the Holder of such Security without service charge, a new Security
or Securities, of any authorized denomination as requested by such Holder, of
the same tenor and in aggregate principal amount equal to the portion of such
Security not submitted for Purchase at Holder's Option.

      (i) Notwithstanding anything herein to the contrary, there shall be no
purchase of any Securities pursuant to this SECTION 3.08 if the principal amount
of the Securities has been accelerated, and such acceleration has not been
rescinded, on or prior to the relevant Option Purchase Date. The Paying Agent
will promptly return to the respective Holders thereof any Securities held by it
during the continuance of any such acceleration.

                                      -25-

<PAGE>

      (j) Notwithstanding anything herein to the contrary, if the option granted
to Holders to require the purchase of the Securities on the applicable Option
Purchase Date is determined to constitute a tender offer, the Company shall
comply with all applicable tender offer rules under the Exchange Act, including
Rule 13e-4 and Regulation 14E, and with all other applicable laws, and will file
a Schedule TO or any other schedules required under the Exchange Act or any
other applicable laws.

3.09  REPURCHASE AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE.

      (a) In the event any Fundamental Change shall occur, each Holder of
Securities shall have the right (the "FUNDAMENTAL CHANGE REPURCHASE RIGHT"), at
such Holder's option, to require the Company to repurchase all of such Holder's
Securities (or portions thereof that are integral multiples of $1,000 in
principal amount), on a date selected by the Company (the "FUNDAMENTAL CHANGE
REPURCHASE DATE"), which Fundamental Change Repurchase Date shall be not less
than twenty (20) nor more than thirty-five (35) Business Days after the date the
Fundamental Change Notice (as defined below) is mailed in accordance with
SECTION 3.09(b), at a price, payable in cash, equal to one hundred percent
(100%) of the principal amount of the Securities (or portions thereof) to be so
repurchased, plus accrued and unpaid interest, if any, to, but excluding, the
Fundamental Change Repurchase Date (the "FUNDAMENTAL CHANGE REPURCHASE PRICE"),
upon:

            (i) delivery to the Company (if it is acting as its own Paying
      Agent), or to a Paying Agent designated by the Company for such purpose in
      the Fundamental Change Notice, no later than 5:00 p.m., New York City
      time, on the Business Day immediately preceding the Fundamental Change
      Repurchase Date, of a Purchase Notice, in the form set forth in the
      Securities, duly completed and signed, with appropriate signature
      guarantee, stating:

                  (a) the certificate number(s) of the Securities that the
            Holder will deliver to be repurchased, if such Securities are in the
            form of Physical Securities;

                  (b) the principal amount of Securities to be repurchased,
            which must be $1,000 or an integral multiple thereof; and

                  (c) that such principal amount of Securities are to be
            repurchased pursuant to the terms and conditions specified in
            PARAGRAPH 9 of the Securities and in this Indenture; and

            (ii) delivery to the Company (if it is acting as its own Paying
      Agent), or to a Paying Agent designated by the Company for such purpose in
      the Fundamental Change Notice, at any time after the delivery of such
      Purchase Notice, of such Securities (such Securities to conform in all
      material respects to the description thereof in the related Purchase
      Notice), together with all necessary endorsements, with respect to which
      the Fundamental Change Repurchase Right is being exercised, such delivery
      being a condition to receipt by the Holder of the Fundamental Change
      Repurchase Price therefor payable as herein provided upon Repurchase Upon
      Fundamental Change.

                                      -26-

<PAGE>

      Notwithstanding the foregoing, if a Fundamental Change Repurchase Date
falls after a record date and on or prior to the corresponding interest payment
date, the Company shall pay the full amount of accrued and unpaid interest, if
any, on such interest payment date to the Holder of record at the close of
business on the corresponding record date, and the Fundamental Change Repurchase
Price will be 100% of the principal amount of the Securities repurchased in
connection with such Fundamental Change.

      If such Securities are held in book-entry form through the Depositary, the
Purchase Notice shall comply with applicable procedures of the Depositary.

      Upon such delivery of Securities to the Company (if it is acting as its
own Paying Agent) or such Paying Agent, such Holder shall be entitled, upon
request, to receive from the Company or such Paying Agent, as the case may be, a
nontransferable receipt of deposit evidencing such delivery.

      Notwithstanding anything herein to the contrary, any Holder that has
delivered the Purchase Notice contemplated by this SECTION 3.09(a) to the
Company (if it is acting as its own Paying Agent) or to a Paying Agent
designated by the Company for such purpose in the Fundamental Change Notice
shall have the right to withdraw such Purchase Notice by delivery, at any time
prior to 5:00 p.m., New York City time, on the Business Day immediately
preceding the Fundamental Change Repurchase Date, of a written notice of
withdrawal to the Company (if acting as its own Paying Agent) or the Paying
Agent, which notice shall contain the information specified in SECTION
3.09(b)(xi).

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

      (b) Within fifteen (15) days after the occurrence of a Fundamental Change,
the Company shall mail, or cause to be mailed, to all Holders of record of the
Securities at their addresses shown in the register of the Registrar, and to
beneficial owners as required by applicable law, a notice (the "FUNDAMENTAL
CHANGE NOTICE") of the occurrence of such Fundamental Change and the Fundamental
Change Repurchase Right arising as a result thereof. The Company shall deliver a
copy of the Fundamental Change Notice to the Trustee and shall issue the
Fundamental Change Notice in a press release through a public medium that is
customary for such press releases and publish the Fundamental Change Notice on
the Company's website, or another comparable public medium that the Company uses
at that time.

      Each Fundamental Change Notice shall state:

            (i) the events causing the Fundamental Change;

            (ii) the date of such Fundamental Change;

            (iii) the Fundamental Change Repurchase Date;

            (iv) the date by which the Fundamental Change Repurchase Right must
      be exercised;

                                      -27-

<PAGE>

            (v) the Fundamental Change Repurchase Price;

            (vi) the names and addresses of the Paying Agent and the Conversion
      Agent;

            (vii) a description of the procedures that a Holder must follow to
      exercise the Fundamental Change Repurchase Right;

            (viii) that, in order to exercise the Fundamental Change Repurchase
      Right, the Securities (together with all necessary endorsements) must be
      surrendered for payment of the Fundamental Change Repurchase Price payable
      as herein provided upon Repurchase Upon Fundamental Change;

            (ix) that the Fundamental Change Repurchase Price for any Security
      as to which a Purchase Notice has been given and not withdrawn will be
      paid no more than three (3) Business Days, following the later of such
      Fundamental Change Repurchase Date and the time of delivery of the
      Security (together with all necessary endorsements) as described in CLAUSE
      (viii) above;

            (x) that, on and after such Fundamental Change Repurchase Date
      (unless there shall be a Default in the payment of such Fundamental Change
      Repurchase Price), interest on Securities subject to Repurchase Upon
      Fundamental Change will cease to accrue, and all rights of the Holders of
      such Securities shall terminate, other than the right to receive, upon
      surrender of such Securities (together with all necessary endorsements),
      the Fundamental Change Repurchase Price;

            (xi) that a Holder will be entitled to withdraw its election in the
      Purchase Notice if the Company (if acting as its own Paying Agent), or the
      Paying Agent receives, prior to 5:00 p.m., New York City time, on the
      Business Day immediately preceding the Fundamental Change Repurchase Date,
      or such longer period as may be required by law, a letter or telegram,
      telex or facsimile transmission (receipt of which is confirmed and
      promptly followed by a letter) setting forth (I) the name of such Holder,
      (II) a statement that such Holder is withdrawing its election to have
      Securities purchased by the Company on such Fundamental Change Repurchase
      Date pursuant to a Repurchase Upon Fundamental Change, (III) the
      certificate number of such Securities to be so withdrawn (if such
      Securities are in the form of Physical Securities), (IV) the principal
      amount of the Securities of such Holder to be so withdrawn, which amount
      must be $1,000 or an integral multiple thereof and (V) the principal
      amount, if any, of the Securities of such Holder that remain subject to
      the Purchase Notice delivered by such Holder in accordance with this
      SECTION 3.09, which amount must be $1,000 or an integral multiple thereof;

            (xii) the Conversion Rate and any adjustments to the Conversion Rate
      that will result from such Fundamental Change;

            (xiii) that Securities with respect to which a Purchase Notice is
      given by a Holder may be converted pursuant to ARTICLE X only if such
      Purchase Notice has been withdrawn in accordance with this SECTION 3.09 or
      if there shall be a Default in the

                                      -28-

<PAGE>

      payment of the Fundamental Change Repurchase Price payable as herein
      provided upon Repurchase Upon Fundamental Change; and

            (xiv) the CUSIP number or numbers, as the case may be, of the
      Securities.

      At the Company's request, upon reasonable prior notice, the Trustee shall
mail such Fundamental Change Notice in the Company's name and at the Company's
expense; provided, however, that the form and content of such Fundamental Change
Notice shall be approved in advance by the Company.

      No failure of the Company to give a Fundamental Change Notice shall limit
any Holder's right pursuant hereto to exercise a Fundamental Change Repurchase
Right.

      (c) Subject to the provisions of this SECTION 3.09, the Company shall pay,
or cause to be paid, the Fundamental Change Repurchase Price with respect to
each Security as to which the Fundamental Change Repurchase Right shall have
been exercised to the Holder thereof no more than three (3) Business Days,
following the later of the Fundamental Change Repurchase Date and the time such
Security is surrendered to the Paying Agent.

      (d) Prior to 11:00 A.M., New York City time on a Fundamental Change
Repurchase Date, the Company shall deposit with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust in
accordance with SECTION 2.04) money, in funds immediately available on the
Fundamental Change Repurchase Date, sufficient to pay the Fundamental Change
Repurchase Price of all of the Securities that are to be repurchased by the
Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon
Fundamental Change. The Paying Agent shall return to the Company, as soon as
practicable, any money not required for that purpose.

      (e) Once the Fundamental Change Notice and the Purchase Notice have been
duly given in accordance with this SECTION 3.09, the Securities to be
repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the
Fundamental Change Repurchase Date, become due and payable at the Fundamental
Change Repurchase Price applicable thereto, and, on and after such date (unless
there shall be a Default in the payment of the Fundamental Change Repurchase
Price), such Securities shall cease to bear interest, and all rights of the
Holders of such Securities shall terminate, other than the right to receive, in
accordance with this SECTION 3.09, the Fundamental Change Repurchase Price.

      (f) Securities with respect to which a Purchase Notice has been duly
delivered in accordance with this SECTION 3.09 may be converted pursuant to
ARTICLE X, if otherwise convertible in accordance with ARTICLE X, only if such
Purchase Notice has been withdrawn in accordance with this SECTION 3.09 or if
there shall be a Default in the payment of the Fundamental Change Repurchase
Price payable as herein provided upon Repurchase Upon Fundamental Change.

      (g) If any Security shall not be paid upon surrender thereof for
Repurchase Upon Fundamental Change, the principal of, and accrued and unpaid
interest on, such Security shall, until paid, bear interest, payable in cash,
from, and including, the Fundamental Change

                                      -29-

<PAGE>

Repurchase Date at the rate borne by such Security on the principal amount of
such Security, and such Security shall continue to be convertible pursuant to
ARTICLE X.

      (h) Any Security that is to be submitted for Repurchase Upon Fundamental
Change only in part shall be delivered pursuant to this SECTION 3.09 (with, if
the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or its attorney duly authorized in writing), and
the Company shall execute, and the Trustee shall authenticate and make available
for delivery to the Holder of such Security without service charge, a new
Security or Securities, of any authorized denomination as requested by such
Holder, of the same tenor and in aggregate principal amount equal to the portion
of such Security not duly submitted for Repurchase Upon Fundamental Change.

      (i) Notwithstanding anything herein to the contrary, there shall be no
purchase of any Securities pursuant to this SECTION 3.09 if the principal amount
of the Securities has been accelerated, and such acceleration has not been
rescinded, on or prior to the relevant Fundamental Change Repurchase Date. The
Paying Agent will promptly return to the respective Holders thereof any
Securities held by it during the continuance of any such acceleration.

      (j) Notwithstanding anything herein to the contrary, if the option granted
to Holders to require the repurchase of the Securities upon the occurrence of a
Fundamental Change is determined to constitute a tender offer, the Company shall
comply with all applicable tender offer rules under the Exchange Act, including
Rule 13e-4 and Regulation 14E, and with all other applicable laws, and will file
a Schedule TO or any other schedules required under the Exchange Act or any
other applicable laws.

3.10  CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.

      In connection with a Redemption of Securities, the Company may arrange, in
lieu of Redemption, 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 all or a portion of such Securities by paying, on or before 11:00
A.M., New York City time on the Redemption Date, to the Paying Agent in trust
for the Holders whose Securities are to be so purchased, an amount of money, in
funds immediately available on the Redemption Date, that, together with any
amounts deposited with the Paying Agent by the Company for Redemption of such
Securities, is not less than the aggregate Redemption Price of such Securities.
Notwithstanding anything to the contrary contained in this ARTICLE III, the
obligation of the Company to pay the Redemption Price of such Securities shall
be deemed to be satisfied and discharged to the extent such amount is so paid by
such purchasers, but no such agreement shall relieve the Company of its
obligation to pay such Redemption Price. If such an agreement is entered into,
any Securities not duly surrendered for conversion by the Holders thereof may,
at the option of the Company, 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 X) surrendered by such purchasers for
conversion, all as of immediately prior to the close of business 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 and conversion in the same
manner as it would moneys deposited with it by the

                                      -30-

<PAGE>

Company for the Redemption of Securities. Without the prior written consent of
the Trustee and the Paying Agent, 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, rights, immunities, responsibilities
or obligations of the Trustee or Paying Agent as set forth in this Indenture,
and the Company agrees to indemnify the Trustee and Paying Agent from, and hold
them harmless against, any and all 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 incurred costs
and expenses (including reasonable counsel fees and expenses) incurred by the
Trustee or Paying Agent in the defense of any claim or liability arising out of
or in connection with the exercise or performance of any of their powers,
duties, responsibilities or obligations under this Indenture except to the
extent arising from their bad faith, willful misconduct or negligence.

                                 IV. COVENANTS

4.01  PAYMENT OF SECURITIES.

      The Company shall pay all amounts due with respect to the Securities on
the dates and in the manner provided in the Securities and this Indenture, which
amounts, if payable hereunder in cash, shall be paid (A) in the case of a Global
Security, by wire transfer of immediately available funds to the account
specified by the Holder hereof; or (B) in the case a Physical Security held by a
Holder who is the record holder of more than five million dollars ($5,000,000)
aggregate principal amount of Securities, by wire transfer of immediately
available funds to the account specified by such Holder or, if no such account
is specified, or if such Security is not a Global Security held by a Holder who
is the record holder of five million dollars ($5,000,000) or less in aggregate
principal amount of Securities, by mailing a check to such Holder's address
shown in the register of the Registrar. All such amounts shall be considered
paid on the date due if the Paying Agent holds (or, if the Company is acting as
Paying Agent, the Company has segregated and holds in trust in accordance with
SECTION 2.04) on that date money sufficient to pay the amount then due with
respect to the Securities (unless there shall be a Default in the payment of
such amounts to the respective Holder(s)).

      The Company shall pay interest on any overdue amount (including, to the
extent permitted by applicable law, overdue interest) at the rate borne by the
Securities.

4.02  MAINTENANCE OF OFFICE OR AGENCY.

      The Company will maintain, or cause to be maintained, in the Borough of
Manhattan, the City of New York, an office or agency (which may be an office of
the Trustee or an affiliate of the Trustee, Registrar or co-Registrar) where
Securities may be surrendered for registration of transfer or exchange, payment
or conversion and where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee.

                                      -31-

<PAGE>

      The Company may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain, or cause to be maintained, an office or
agency in the Borough of Manhattan, the City of New York for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

      The Company hereby designates the Corporate Trust Office of the Trustee as
an agency of the Company in accordance with SECTION 2.03.

4.03  RULE 144A INFORMATION AND ANNUAL REPORTS.

      (a) At any time the Company is not subject to Sections 13 or 15(d) of the
Exchange Act, the Company shall, so long as any of the Securities or shares of
Common Stock issuable upon conversion thereof shall, at such time, constitute
"restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, promptly provide to the Trustee and shall, upon written request,
provide to any Holder, beneficial owner or prospective purchaser of Securities
or shares of Common Stock issued upon conversion of any Securities, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act to facilitate the resale of such Securities or shares of Common
Stock pursuant to Rule 144A under the Securities Act. The Company shall take
such further action to the extent required from time to time to enable such
Holder or beneficial holder to sell its Securities or shares of Common Stock in
accordance with Rule 144A under the Securities Act, as such rule may be amended
from time to time.

      (b) The Company shall, in accordance with TIA Section 314(a), deliver to
the Trustee, such annual reports, information, documents and other reports
required to be filed with the SEC, copies of the Company's annual reports (which
shall contain audited financial statements of the Company) and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) that the
Company is required to file with the SEC pursuant to Section 13 or Section 15(d)
of the Exchange Act; provided that any such information, documents or reports
required to be filed with the SEC shall be delivered to the Trustee within
thirty (30) days after the same is so required to be filed with the SEC. In the
event the Company is at any time no longer subject to the reporting requirements
of Section 13 or Section 15(d) of the Exchange Act, the Company shall continue
to provide the Trustee and, upon written request, to each Holder, within thirty
(30) calendar days after the date the Company would have been required to file
such reports with the SEC, annual and quarterly consolidated financial
statements substantially equivalent to financial statements that would have been
included in reports filed with the SEC if the Company were subject to the
reporting requirements of Section 13 or Section 15(d) of the Exchange Act,
including, with respect to annual information only, a report thereon by the
Company's certified independent public accountants as such would be required in
such reports filed with the SEC and, in each case, together with a management's
discussion and analysis of financial condition and results of operations that
would be so required. The Company also shall comply with the other provisions of
TIA Section 314(a).

                                      -32-

<PAGE>

4.04  COMPLIANCE CERTIFICATE.

      The Company shall deliver to the Trustee, within one hundred and twenty
(120) calendar days after the end of each fiscal year of the Company, an
Officer's Certificate stating whether or not the signatory to such Officer's
Certificate has actual knowledge of any Default or Event of Default by the
Company in performing any of its obligations under this Indenture or the
Securities. If such signatory does know of any such Default or Event of Default,
then such certificate shall describe such Default or Event of Default and its
status.

4.05  STAY, EXTENSION AND USURY LAWS.

      The Company covenants (to the extent that it may lawfully do so) that it
will 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 wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (in each case, to the
extent that it may lawfully do so) hereby covenants that it will not, by resort
to any such law to the extent it would 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.

4.06  CORPORATE EXISTENCE.

      Subject to ARTICLE V, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and the corporate existence of each of its Subsidiaries, in accordance with the
respective organizational documents of the Company and of each Subsidiary of the
Company, and the rights (charter and statutory), licenses and franchises of the
Company and its Subsidiaries; provided, however, that the Company shall not be
required to preserve any such right, license or franchise, or the corporate
existence of any Subsidiary of the Company, if in the good faith judgment of the
Board of Directors the loss of such right, license or franchise or the
dissolution of such Subsidiary does not have a material adverse impact on the
Holders.

4.07  NOTICE OF DEFAULT.

      Upon the Company's becoming aware of the occurrence of any Default or
Event of Default, the Company shall give prompt written notice of such Default
or Event of Default, and any remedial action proposed to be taken, to the
Trustee.

4.08  FURTHER INSTRUMENTS AND ACTS.

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

                                      -33-

<PAGE>

                                 V. SUCCESSORS

5.01  WHEN COMPANY MAY MERGE, ETC.

      The Company shall not consolidate with, or merge with or into, or sell,
transfer, lease, convey or otherwise dispose of all or substantially all of the
property or assets of the Company to, another person, whether in a single
transaction or series of related transactions, unless:

      (a) either:

            (i) such transaction or series of related transactions shall be a
      merger or consolidation where the Company shall be the surviving
      corporation; or

            (ii) the surviving, resulting or transferee person both (A) is a
      corporation organized and existing under the laws of the United States,
      any State thereof or the District of Columbia; and (B) assumes by
      supplemental indenture all the obligations of the Company under the
      Securities and this Indenture; and

      (b) immediately after giving effect to such transaction or series of
related transactions, no Default or Event of Default shall exist.

      The Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officer's Certificate to the foregoing effect and an
Opinion of Counsel (which may rely upon (i) such Officer's Certificate as to the
absence of Defaults and Events of Default and (ii) a certificate of the
appropriate official of the jurisdiction in which any such surviving, resulting
or transferee person is organized certifying that such person is a corporation
organized in such jurisdiction) stating that the proposed transaction and such
supplemental indenture will, upon consummation of the proposed transaction,
comply with this ARTICLE V and with ARTICLES IX AND X and that all conditions
precedent herein provided to such transaction have been satisfied.

5.02  SUCCESSOR SUBSTITUTED.

      Upon any consolidation, merger or any sale, transfer, lease, conveyance or
other disposition of all or substantially all of the property or assets of the
Company, the successor person formed by such consolidation or into which the
Company is merged or to which such sale, transfer, lease, conveyance or other
disposition is made shall, except in the case of a lease, be substituted for,
may exercise every right and power of, and shall assume every duty and
obligation of, the Company under this Indenture with the same effect as if such
successor had been named as the Company herein. When the successor assumes all
obligations of the Company hereunder, except in the case of a lease, all
obligations of the predecessor shall terminate.

                                      -34-

<PAGE>

                           VI. DEFAULTS AND REMEDIES

6.01  EVENTS OF DEFAULT.

      An "EVENT OF DEFAULT" occurs if:

            (i) the Company defaults in the payment of the principal of, or
      premium, if any, on, any Security when the same becomes due and payable,
      whether at maturity, upon Redemption, on an Option Purchase Date with
      respect to a Purchase at Holder's Option, on a Fundamental Change
      Repurchase Date with respect to a Repurchase Upon Fundamental Change or
      otherwise;

            (ii) the Company defaults in the payment of an installment of
      interest or any Liquidated Damages Amount on any Security when due, if
      such failure continues for thirty (30) days after the date when due;

            (iii) the Company fails to satisfy its conversion obligations upon
      exercise of a Holder's conversion rights pursuant hereto;

            (iv) the Company fails to provide a Fundamental Change Notice within
      15 days after the occurrence of a Fundamental Change, as required by the
      provisions of this Indenture;

            (v) the Company fails to comply with any other term, covenant or
      agreement set forth in the Securities or this Indenture and such failure
      continues for the period, and after the notice, specified below;

            (vi) failure by the Company or any of its Subsidiaries to pay when
      due at maturity, or a default that results in the acceleration of, any
      Indebtedness of the Company or its Subsidiaries (other than Indebtedness
      that is nonrecourse to the Company or any of its Subsidiaries) in an
      aggregate amount of $10,000,000 or more, unless such failure is cured or
      such acceleration is rescinded, stayed or annulled within 30 days after
      written notice to the Company from the Trustee or to the Company and the
      Trustee from the Holders of at least twenty-five percent (25%) in
      aggregate principal amount of the Securities then outstanding has been
      received by the Company;

            (vii) the Company or any of its Subsidiaries fails to pay any final
      judgments in excess of $10,000,000 in the aggregate and such judgments
      remain outstanding for a period of 15 days and are not discharged, bonded,
      waived or stayed within 15 days after the Trustee notifies the Company by
      written notice (or Holders of at least twenty five (25%) in principal
      amount of then outstanding Securities notify the Company and the Trustee
      by written notice);

            (viii) the Company or any of its Significant Subsidiaries (or,
      within any period of one (1) year, each of two (2) or more Subsidiaries
      that, in the aggregate, would constitute a Significant Subsidiary of the
      Company), pursuant to, or within the meaning of, any Bankruptcy Law,
      insolvency law, or other similar law now or hereafter in effect or
      otherwise:

                                      -35-

<PAGE>

                  (A) commences a voluntary case,

                  (B) consents to the entry of an order for relief against it in
            an involuntary case,

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

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

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

                  (A) is for relief against the Company or any of its
            Significant Subsidiaries in an involuntary case or proceeding, or
            adjudicates the Company or any of its Significant Subsidiaries
            insolvent or bankrupt,

                  (B) appoints a Custodian of the Company or any of its
            Significant Subsidiaries for all or substantially all of the
            property of the Company or any such Significant Subsidiary, as the
            case may be, or

                  (C) orders the winding up or liquidation of the Company or any
            of its Significant Subsidiaries,

      and, in the case of each of the foregoing clauses (A), (B) and (C) of this
      SECTION 6.01(ix), the order or decree remains unstayed and in effect for
      at least thirty (30) consecutive days (provided, that there shall be
      deemed to occur an Event of Default pursuant to this SECTION 6.01(ix) if,
      during any single period of thirty (30) consecutive days, there shall have
      remained unstayed any one or more such orders or decrees with respect to
      two (2) or more Subsidiaries that, in the aggregate, would constitute a
      Significant Subsidiary of the Company).

      The term "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar Federal
or U.S. State law for the relief of debtors. The term "CUSTODIAN" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

      A Default under CLAUSE (v) above is not an Event of Default until (I) the
Trustee notifies the Company, or the Holders of at least twenty five percent
(25%) in aggregate principal amount of the Securities then outstanding notify
the Company and the Trustee, of the Default and (II) the Default is not cured
within thirty (30) days after receipt of such notice. Such notice must specify
the Default, demand that it be remedied and state that the notice is a "NOTICE
OF DEFAULT." If the Holders of at least twenty five percent (25%) in aggregate
principal amount of the outstanding Securities request the Trustee to give such
notice on their behalf, the Trustee shall do so. When a Default is cured, it
ceases to exist for every purpose under this Indenture.

                                      -36-

<PAGE>

6.02  ACCELERATION.

      If an Event of Default (excluding an Event of Default specified in SECTION
6.01(viii) or (ix) with respect to the Company (but including an Event of
Default specified in SECTION 6.01(viii) or (ix) solely with respect to a
Significant Subsidiary of the Company or any group of Subsidiaries that in the
aggregate would constitute a Significant Subsidiary of the Company)) occurs and
is continuing, the Trustee by written notice to the Company, or the Holders of
at least twenty five percent (25%) in aggregate principal amount of the
Securities then outstanding by written notice to the Company and the Trustee,
may declare the principal of, and any accrued and unpaid interest, if any, and
any premium on, all Securities to be immediately due and payable. Upon such
declaration, the principal of, and any premium and accrued and unpaid interest
(including any Liquidated Damages Amount) on, all Securities shall be due and
payable immediately. If an Event of Default specified in SECTION 6.01(viii) or
(ix) with respect to the Company (excluding, for purposes of this sentence, an
Event of Default specified in SECTION 6.01(viii) or (ix) solely with respect to
a Significant Subsidiary of the Company or any group of Subsidiaries that in the
aggregate would constitute a Significant Subsidiary of the Company) occurs, the
principal of, and any premium and accrued and unpaid interest (including any
Liquidated Damages Amount) on, all the Securities 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 written notice to the Trustee and
the Company may rescind or annul an acceleration and its consequences if (A) the
rescission would not violate any governmental or court order or decree, (B) all
existing Events of Default, except the nonpayment of principal, premium, if any,
or interest that has become due solely because of the acceleration, have been
cured or waived and (C) all amounts due to the Trustee under SECTION 7.07 have
been paid.

6.03  OTHER REMEDIES.

      Notwithstanding any other provision of this Indenture, if an Event of
Default occurs and is continuing, the Trustee may pursue any available remedy by
proceeding at law or in equity to collect the payment of amounts due with
respect to the Securities or to enforce the performance of any provision of the
Securities or this Indenture.

      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. All remedies are cumulative.

6.04  WAIVER OF PAST DEFAULTS.

      Subject to SECTIONS 6.07 and 9.02, the Holders of a majority in aggregate
principal amount of the Securities then outstanding may, by notice to the
Trustee, waive any past Default or Event of Default and its consequences, other
than (A) a Default or Event of Default in the payment of the principal of, or
premium, if any, or interest or any Liquidated Damages Amount on, any Security,
or in the payment of the Redemption Price, the Option Purchase Price or the
Fundamental Change Repurchase Price, (B) a Default or Event of Default arising
from a failure

                                      -37-

<PAGE>

by the Company to convert any Securities into shares of Common Stock in
accordance with this Indenture or (C) any Default or Event of Default in respect
of any provision of this Indenture or the Securities that, under SECTION 9.02,
cannot be modified or amended without the consent of the Holder of each
outstanding Security affected. When a Default or an Event of Default is waived,
it is cured and ceases to exist for every purpose of this indenture; provided,
however, that no waiver of a Default or Event of Default shall extend to any
subsequent or other Default or Event of Default or impair any consequent right.
This SECTION 6.04 shall be in lieu of TIA Section 316(a)(1)(B), and, as
permitted by the TIA, TIA Section 316(a)(1)(B) is hereby expressly excluded from
this Indenture.

6.05  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, is unduly prejudicial to the rights
of other Holders or would involve the Trustee in personal liability unless the
Trustee is offered indemnity reasonably satisfactory to it; provided, that the
Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction. This SECTION 6.05 shall be in lieu of TIA
Section 316(a)(1)(A), and, as permitted by the TIA, TIA Section 316(a)(1)(A) is
hereby expressly excluded from this Indenture.

6.06  LIMITATION ON SUITS.

      Except as provided in SECTION 6.07, a Securityholder may not institute any
proceeding under this Indenture, or for the appointment of a receiver or a
trustee, or for any other remedy under this Indenture unless:

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

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

            (iii) such Holder or Holders offer and, if requested, provide to the
      Trustee indemnity reasonably satisfactory to the Trustee against any loss,
      liability or expense to or of the Trustee in connection with pursuing such
      remedy;

            (iv) the Trustee does not comply with the request within sixty (60)
      days after receipt of such notice, request and offer of indemnity; and

            (v) during such sixty (60) day period, the Holders of a majority in
      aggregate principal amount of the Securities then outstanding do not give
      the Trustee a direction inconsistent with the request.

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

                                      -38-

<PAGE>

6.07  RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

      Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of all amounts due with respect to the Securities, on
or after the respective due dates as provided herein, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of the Holder.

      Notwithstanding any other provision of this Indenture, the right of any
Holder to bring suit for the enforcement of the right to convert the Security in
accordance with this Indenture shall not be impaired or affected without the
consent of the Holder.

6.08  COLLECTION SUIT BY TRUSTEE.

      If an Event of Default specified in SECTION 6.01(i) or (ii) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount due with respect to
the Securities, including any unpaid and accrued interest.

6.09  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, any
predecessor Trustee and the Securityholders allowed in any judicial proceedings
relative to the Company or its creditors or properties.

      The Trustee may collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same, and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or similar official in any
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 the Trustee any amount due 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 7.07.

      Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder 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.

6.10  PRIORITIES.

      If the Trustee collects any money pursuant to this ARTICLE VI, it shall
pay out the money in the following order:

      First:      to the Trustee for amounts due under SECTION 7.07;

      Second:     to Securityholders for all amounts due and unpaid on the
                  Securities, without preference or priority of any kind,
                  according to the amounts due and payable on the Securities;
                  and

                                      -39-

<PAGE>

      Third:      the balance, if any, to the Company.

      The Trustee, upon prior written notice to the Company and with the
Company's prior written consent, may fix a record date and payment date for any
payment by it to Securityholders pursuant to this SECTION 6.10. After the
Trustee has provided prior written notice to the Company, and at least fifteen
(15) days before each such record date, with the Company's prior consent, the
Trustee shall mail to each Holder and the Company a written notice that states
such record date and payment date and the amount of such payment.

6.11  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 other than the Trustee of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees, 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 6.11 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to SECTION 6.07 or a suit by Holders of more than ten
percent (10%) in aggregate principal amount of the outstanding Securities.

                                  VII. TRUSTEE

7.01  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 their 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:

            (i) the Trustee need perform only those duties that are specifically
      set forth in this Indenture and no implied covenants or obligations shall
      be read into this Indenture against the Trustee; and

            (ii) in the absence of bad faith, willful misconduct or negligence
      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; but in the case of any such certificates
      or opinions that by any provision hereof are specifically required to be
      furnished to the Trustee, the Trustee shall examine the certificates and
      opinions to determine whether or not they conform to the requirements of
      this Indenture (but need not confirm or investigate the accuracy of
      mathematical calculations or other facts stated therein).

                                      -40-

<PAGE>

      (c) Without limiting SECTION 7.01(b), 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:

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

            (ii) 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 6.05.

      (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to the provisions of this SECTION 7.01.

      (e) No provision of this Indenture will require the Trustee to expend or
risk its own funds or incur any liability, except the Trustee's bad faith,
negligence or willful misconduct. 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 shall be segregated from other
funds, as directed by the Company or as required by law, and shall be invested
by the Trustee pursuant to the written instructions of the Company reasonably
satisfactory to the Trustee; provided, however, that the Trustee shall have no
liability hereunder with respect to any such investment, other than by reason of
the willful misconduct or negligence of the Trustee; provided, further that in
no event shall the Trustee be liable for special, punitive, indirect,
consequential or incidental loss or damage of any kind whatsoever (including but
not limited to lost profits) with respect to such investments, even if the
Trustee has been advised of the likelihood of such loss or damage; provided,
further that nothing in this SECTION 7.01(e) shall affect the Company's
obligations to make all payments due under the Securities.

7.02  RIGHTS OF TRUSTEE.

      (a) Subject to SECTION 7.01, the Trustee may conclusively rely 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; if, however, the Trustee shall determine to make such further
inquiry or investigation, it shall be entitled during normal business hours of
the Company to examine the relevant books, records and premises of the Company,
personally or by agent or attorney upon reasonable prior notice.

      (b) Before the Trustee acts or refrains from acting, it may reasonably
require an Officer's Certificate and/or an Opinion of Counsel that conforms to
the requirements of SECTION 11.05. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such Officer's
Certificate or Opinion of Counsel.

      (c) Any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order, and any resolution
of the Board of Directors shall be sufficiently evidenced by a Board Resolution.

                                      -41-

<PAGE>

      (d) The Trustee may consult with counsel (such counsel to be reasonably
acceptable to the Company), and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

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

      (f) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within its discretion,
rights or powers conferred upon it by this Indenture.

      (G) Except with respect to SECTION 6.01, the Trustee shall have no duty to
inquire as to the performance of the Company with respect to the covenants
contained in ARTICLE IV. In addition, the Trustee shall not be deemed to have
knowledge of an Event of Default except (i) any Default or Event of Default
occurring pursuant to SECTIONS 6.01(i) or (ii) or (ii) any Default or Event of
Default of which a Responsible Officer of the Trustee shall have received
written notification or obtained actual knowledge. Delivery of reports,
information and documents to the Trustee under ARTICLE IV (other than SECTIONS
4.04 and 4.07) is for informational purposes only and the Trustee's receipt of
the foregoing 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 on Officer's Certificates).

      (H) Subject to SECTION 7.01(a), the Trustee shall be under no obligation
to exercise any of the rights or powers vested 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 reasonably
satisfactory to the Trustee against the costs, expenses and liabilities that
might be incurred by it in compliance with such request or direction.

      (I) 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, and each agent, custodian and other Person employed to act hereunder.

      (J) The Trustee may request that the Company deliver an Officer's
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officer's Certificate may be signed by any person authorized to sign an
Officer's Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

7.03  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 any of its
Affiliates with the same rights the Trustee would have if it were not Trustee.
Any Registrar, Paying Agent, Conversion Agent or co-Registrar may do the same
with like rights. The Trustee, however, must comply with SECTIONS 7.10 and 7.11.

                                      -42-

<PAGE>

7.04  TRUSTEE'S DISCLAIMER.

      The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities; the Trustee shall not be accountable for the
Company's use of the proceeds from the Securities, for the Company's performance
hereunder or for the Company's representations and warranties contained herein;
and the Trustee shall not be responsible for any statement in the Securities
(other than the Trustee's certificate of authentication), any shelf registration
statement related to the Securities (other than any statement of eligibility
executed by the Trustee and filed with any such shelf registration statement
pursuant to Item 601(b)(25) of Regulation S-K promulgated under the Securities
Act) or any other offering document related to the Securities.

7.05  NOTICE OF DEFAULTS.

      If a Default or Event of Default occurs and is continuing as to which the
Trustee has received notice pursuant to the provisions of this Indenture, or as
to which a Responsible Officer of the Trustee shall have actual knowledge, then
the Trustee shall provide written notice to the Company of such Default or Event
of Default and shall mail to each Holder a notice of the Default or Event of
Default within thirty (30) days after the Trustee has received such notice or
after such Responsible Officer shall have acquired such actual knowledge,
whichever is earlier, unless such Default or Event of Default has been cured or
waived; provided, however, that, except in the case of a Default or Event of
Default in payment of any amounts due with respect to any Security, the Trustee
may withhold such notice if, and so long as it in good faith determines that,
withholding such notice is in the best interests of Holders.

7.06  REPORTS BY TRUSTEE TO HOLDERS.

      Within sixty (60) days after each May 15, beginning with May 15, 2006, the
Trustee shall mail to each Securityholder, pursuant to SECTION 11.02, if
required by TIA Section 313(a) a brief report dated as of such May 15 that
complies with TIA Section 313.

      A copy of each report at the time of its mailing to Securityholders shall
be mailed by first class mail to the Company and filed by the Trustee with the
SEC and each stock exchange, if any, on which the Securities are listed. The
Company shall promptly notify the Trustee of the listing or delisting of the
Securities on or from any stock exchange.

7.07  COMPENSATION AND INDEMNITY.

      The Company shall pay to the Trustee from time to time such compensation
for its services as shall be agreed upon in writing. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred by it pursuant to, and in accordance with, any
provision hereof. Such expenses shall include the reasonable compensation and
reasonable out-of-pocket expenses of the Trustee's agents and counsel.

      The Company shall indemnify the Trustee against any and all loss,
liability, damage, claim or expense (including the reasonable fees and expenses
of counsel and taxes other than those based upon the income of the Trustee)
incurred by it in connection with the acceptance or administration of this trust
and the performance of its duties hereunder, including the reasonable

                                      -43-

<PAGE>

costs and expenses of defending itself against any claim (whether asserted by
the Company, any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers and duties hereunder. The Company
need not pay for any settlement made without its consent. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnification.
Failure by the Trustee to so notify the Company will not relieve the Company of
its obligations hereunder. The Trustee may have separate counsel and the Company
will pay the reasonable fees and expenses of such counsel. The Issuer need not
pay for any settlement made without its consent, which consent will not be
unreasonably withheld. The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through the Trustee's
negligence, bad faith or willful misconduct.

      To secure the Company's payment obligations in this SECTION 7.07, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay amounts due on
particular Securities.

      The indemnity obligations of the Company with respect to the Trustee
provided for in this SECTION 7.07 shall survive any resignation or removal of
the Trustee and the satisfaction and discharge of this Indenture.

      When the Trustee incurs reasonable expenses or renders reasonable services
after an Event of Default specified in SECTION 6.01(viii) or (ix) occurs, such
expenses and the compensation for such services are intended to constitute
expenses of administration under any Bankruptcy Law.

7.08  REPLACEMENT OF TRUSTEE.

      A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this SECTION 7.08.

      The Trustee may resign by so notifying the Company in writing thirty (30)
Business Days prior to such resignation. The Holders of a majority in aggregate
principal amount of the Securities then outstanding may remove the Trustee by so
notifying the Trustee and the Company in writing and may appoint a successor
Trustee with the Company's written consent. The Company may remove the Trustee
if:

            (i) the Trustee fails to comply with SECTION 7.10;

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

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

            (iv) the Trustee becomes incapable of acting.

      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.

                                      -44-

<PAGE>

      If a successor Trustee does not take office within thirty (30) days after
the retiring Trustee resigns or is removed, the retiring Trustee (at the
Company's expense), the Company or the Holders of at least ten percent (10%) in
aggregate principal amount of the outstanding Securities may petition any court
of competent jurisdiction for the appointment of a successor Trustee.

      If the Trustee fails to comply with SECTION 7.10, the Company or any
Holder may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

      A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon 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. The
successor Trustee shall mail a notice of its succession to Securityholders. The
retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee, subject to the lien provided for in SECTION 7.07.

7.09  SUCCESSOR TRUSTEE BY MERGER, ETC.

      If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee, if such successor corporation is otherwise eligible
hereunder.

7.10  ELIGIBILITY; DISQUALIFICATION.

      There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof, which Trustee (A) is authorized under such laws to
exercise corporate trust powers, (B) is subject to supervision or examination by
federal, state or District of Columbia authorities and (C) has a combined
capital and surplus of at least $100 million as set forth in its most recent
published annual report of condition. The Trustee shall comply with TIA Section
310(b). Nothing in this Indenture shall prevent the Trustee from filing with the
SEC the application referred to in the penultimate paragraph of TIA Section
310(b). This Indenture shall at all times have a Trustee that satisfies the
requirements of TIA Section 310(a)(5).

7.11  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.

                                      -45-

<PAGE>

                          VIII. DISCHARGE OF INDENTURE

8.01  TERMINATION OF THE OBLIGATIONS OF THE COMPANY.

      This Indenture shall cease to be of further effect if (a) either (i) all
outstanding Securities (other than Securities replaced pursuant to SECTION 2.07
hereof) have been delivered to the Trustee for cancellation or (ii) all
outstanding Securities have become due and payable at their scheduled maturity
or upon Purchase at Holder's Option, Redemption or Repurchase Upon Fundamental
Change, and in either case the Company irrevocably deposits, prior to the
applicable due date, with the Trustee or the Paying Agent (if the Paying Agent
is not the Company or any of its Affiliates) cash, and, if applicable as herein
provided and in accordance herewith, such other consideration, sufficient to pay
all amounts due and owing on all outstanding Securities (other than Securities
replaced pursuant to SECTION 2.07 hereof) on the Maturity Date or an Option
Purchase Date, Redemption Date or Fundamental Change Repurchase Date, as the
case may be; (b) the Company pays to the Trustee all other sums payable
hereunder by the Company; (c) no Default or Event of Default with respect to the
Securities shall exist on the date of such deposit; (d) such deposit will not
result in a breach or violation of, or constitute a Default or Event of Default
under, this Indenture or any other agreement or instrument to which the Company
is a party or by which it is bound; and (e) the Company has delivered to the
Trustee an Officer's Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for herein relating to the satisfaction and
discharge of this Indenture have been complied with; provided, however, that
SECTIONS 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.15, 2.16, 2.17, 3.05, 3.08,
3.09, 4.01, 4.02, 4.05, 7.07 and 7.08 and ARTICLES VIII and X shall survive any
discharge of this Indenture until such time as the Securities have been paid in
full and there are no Securities outstanding.

8.02  APPLICATION OF TRUST MONEY.

      The Trustee shall hold in trust all money and other consideration
deposited with it pursuant to SECTION 8.01 and shall apply such deposited money
and other consideration through the Paying Agent and in accordance with this
Indenture to the payment of the amounts due on the Securities.

8.03  REPAYMENT TO COMPANY.

      The Trustee and the Paying Agent shall promptly notify the Company of, and
pay to the Company upon the written request of the Company, any excess money
held by them at any time. In addition, the Trustee or the Paying Agent, as the
case may be, shall provide written notice to the Company of any money that has
been held by it and has, for a period of two (2) years, remained unclaimed for
the payment of the principal of, or any accrued and unpaid interest on, the
Securities. The Trustee and the Paying Agent shall pay to the Company, upon the
written request of the Company, any money held by them for the payment of the
principal of, premium, if any, or any accrued and unpaid interest or any
Liquidated Damages Amount on, the notes that remains unclaimed for two (2)
years; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may, at the expense of the Company,
reasonably cause to be published once in a newspaper of general circulation in
the City of New York or cause to be mailed to each Holder, in accordance with
SECTION 11.02, notice stating that

                                      -46-

<PAGE>

such money remains unclaimed and that, after a date specified therein, which
shall not be less than thirty (30) days from the date of such publication or
mailing, any unclaimed balance of such money then remaining will be repaid to
the Company. After payment to the Company, Securityholders entitled to the money
must look to the Company for payment as general creditors, subject to applicable
law, and all liability of the Trustee and the Paying Agent with respect to such
money and payment shall, subject to applicable law, cease.

8.04  REINSTATEMENT.

      If the Trustee or Paying Agent is unable to apply any money or other
consideration in accordance with SECTIONS 8.01 and 8.02 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, the
obligations of the Company under this Indenture and the Securities shall be
revived and reinstated as though no deposit had occurred pursuant to SECTIONS
8.01 and 8.02 until such time as the Trustee or Paying Agent is permitted to
apply all such money or other consideration in accordance with SECTIONS 8.01 and
8.02; provided, however, that if the Company has made any payment of amounts due
with respect to any Securities because of the reinstatement of its obligations,
then the Company shall be subrogated to the rights of the Holders of such
Securities to receive such payment from the money held by the Trustee or Paying
Agent.

                                 IX. AMENDMENTS

9.01  WITHOUT CONSENT OF HOLDERS.

      The Company, with the consent of the Trustee, which consent shall not be
unreasonably withheld, may amend or supplement this Indenture or the Securities
without notice to or the consent of any Securityholder:

            (i) to comply with SECTIONS 5.01 and 10.12 and, in accordance with
      Section 10.15(f), to give effect to an election, pursuant to such Section
      10.15(f), by the Company to make an Acquirer Stock Conversion Right
      Adjustment with respect to a Public Acquirer Fundamental Change;

            (ii) to make any changes or modifications to this Indenture
      necessary in connection with the registration of the public offer and sale
      of the Securities under the Securities Act pursuant to the Registration
      Rights Agreement or the qualification of this Indenture under the TIA;

            (iii) to secure the obligations of the Company in respect of the
      Securities;

            (iv) to add to the covenants of the Company described in this
      Indenture for the benefit of Securityholders or to surrender any right or
      power conferred upon the Company;

                                      -47-

<PAGE>

            (v) to make provision with respect to adjustments to the Conversion
      Rate as required by this Indenture or to increase the Conversion Rate in
      accordance with this Indenture;

            (vi) to add additional events that shall constitute Event of
      Defaults hereunder;

            (vii) to provide for a successor Trustee in accordance herewith;

            (viii) if, at any time, the Securities are in the form of Physical
      Securities, to provide for such Securities to be held as Global Securities
      in addition to or in place of such Physical Securities; and

            (ix) to provide for the issuance of Additional Securities in
      connection with the exercise by the Initial Purchasers of the Option to
      purchase up to an additional $11,250,000 aggregate principal amount of
      Securities.

      In addition, the Company and the Trustee may enter into a supplemental
indenture without the consent of Holders of the Securities to cure any
ambiguity, defect, omission or inconsistency in this Indenture in a manner that
does not individually or in the aggregate adversely affect the rights of any
Holder in any material respect; provided, that the Trustee upon reasonable
request to the Company shall be entitled to receive and conclusively rely upon
an Opinion of Counsel as to whether any such cure does not individually or in
the aggregate adversely affect the rights of any Holder in any material respect.

      The Company and the Trustee may also enter into a supplemental indenture
without the consent of the Holders of the Securities to add or modify any other
provisions with respect to matters or questions arising under this Indenture
that the Company and the Trustee may deem necessary or desirable and that will
not adversely affect the interests of the Holders of the Securities in any
material respect; provided that any addition or modification made solely to
conform the provisions of this Indenture to the "Description of notes" in the
Offering Memorandum shall not be deemed to adversely affect the interests of any
Holder in any material respect.

9.02  WITH CONSENT OF HOLDERS.

      The Company, with the consent of the Trustee, may amend or supplement this
Indenture or the Securities without notice to any Securityholder but with the
written consent of the Holders of at least a majority in aggregate principal
amount of the outstanding Securities. Subject to SECTIONS 6.04 AND 6.07, the
Holders of a majority in aggregate principal amount of the outstanding
Securities may, by notice to the Trustee, waive compliance by the Company with
any provision of this Indenture or the Securities without notice to any other
Securityholder. Notwithstanding anything herein to the contrary, without the
consent of each Holder of each outstanding Security affected, an amendment,
supplement or waiver, including a waiver pursuant to SECTION 6.04, may not:

            (a) change the Maturity Date of the principal of, or the payment
      date of any installment of interest or any premium on, any Security;

                                      -48-

<PAGE>

            (b) reduce the principal amount of, or any premium, interest or any
      Liquidated Damages Amount on, any Security;

            (c) change the place or currency of payment of principal of, or any
      premium, interest or any Liquidated Damages Amount on, any Security;

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

            (e) modify, in a manner adverse to Holders, the provisions with
      respect to the right of Holders pursuant to ARTICLE III to require the
      Company to purchase Securities on an Option Purchase Date or to repurchase
      Securities upon the occurrence of a Fundamental Change;

            (f) modify the provisions of SECTION 2.17 in a manner adverse to
      Holders;

            (g) adversely affect the right of Holders to convert Securities in
      accordance with ARTICLE X;

            (h) reduce the percentage of the aggregate principal amount of the
      outstanding Securities whose Holders must consent to a modification to or
      amendment of any provision of this Indenture or the Securities;

            (i) reduce the percentage of the aggregate principal amount of the
      outstanding Securities whose Holders must consent to a waiver of
      compliance with any provision of this Indenture or the Securities or a
      waiver of any Default or Event of Default; or

            (j) modify the provisions of this Indenture with respect to
      modification and waiver (including waiver of a Default or an Event of
      Default), except to increase the percentage required for modification or
      waiver or to provide for consent of each affected Holder.

      Promptly after an amendment, supplement or waiver under SECTION 9.01 or
this SECTION 9.02 becomes effective, the Trustee shall mail, or cause to be
mailed, to Securityholders a notice briefly describing such amendment,
supplement or waiver. Any failure of the Trustee to mail such notice shall not
in any way impair or affect the validity of such amendment, supplement or
waiver.

      It shall not be necessary for the consent of the Holders under this
SECTION 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

9.03  COMPLIANCE WITH TRUST INDENTURE ACT.

      Every amendment, waiver or supplement to this Indenture or the Securities
shall comply with the TIA as then in effect.

                                      -49-

<PAGE>

9.04  REVOCATION AND EFFECT OF CONSENTS.

      If the Company shall solicit from the Holders a consent to any amendment
or supplement to the Indenture or any waiver hereunder, in each case in
accordance herewith, the Company may, but shall not be obligated to, establish a
record date for the purpose of determining the Holders of record entitled to
give such consent; provided, however, that (i) such record date shall not be
more than fifteen (15) days prior to the first solicitation of such consent, and
(ii) at least fifteen (15) days prior to such record date, the Company shall, in
accordance with SECTION 11.02, mail, or cause to be mailed, by first class mail
a notice of such record date to each Holder and shall publicly announce through
a public medium that is customary for such announcements, such record date. If a
record date is so fixed in accordance herewith, then (A) only the Holders of
record at 5:00 p.m., New York City time, on such record date shall be deemed to
be Holders for the purposes of determining whether Holders of the requisite
proportion of outstanding Securities have consented to such amendment,
supplement or waiver, and for that purpose the outstanding Securities shall be
computed as of such record date; and (B) those persons who were Holders as of
5:00 p.m., New York City time, on such record date (or their duly designated
proxies), and only those persons, shall be entitled to revoke any consent
previously given, whether or not any such person continues to be a Holder after
such record date; provided, however, that no such consent by the Holders on such
record date shall be effective unless the applicable amendment, supplement or
waiver shall become effective pursuant to the provisions hereof no later than
six (6) months after such record date.

      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 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 written
notice of revocation before the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder (including subsequent Holders).

      Nothing in this SECTION 9.04 shall impair the Company's rights pursuant
SECTION 9.01(i) to amend this Indenture or the Securities without the consent of
any Securityholder in the manner set forth in, and permitted by, such SECTION
9.01(i).

9.05  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 as directed by the
Company about the changed terms and return it to the Holder. Alternatively, if
the Company so determines, the Company in exchange for the Security shall issue
and the Trustee shall authenticate a new Security that reflects the changed
terms.

                                      -50-

<PAGE>

9.06  TRUSTEE PROTECTED.

      The Trustee shall sign any amendment, supplemental indenture or waiver
authorized pursuant to this ARTICLE IX; provided, however, that the Trustee need
not sign any amendment, supplement or waiver authorized pursuant to this ARTICLE
IX that adversely affects the Trustee's rights, duties, liabilities or
immunities. The Trustee shall be entitled to receive upon reasonable request and
conclusively rely upon an Opinion of Counsel as to legal matters and an
Officer's Certificate as to factual matters that any supplemental indenture,
amendment or waiver is permitted or authorized pursuant to this Indenture.

9.07  EFFECT OF SUPPLEMENTAL INDENTURES.

      Upon the due execution and delivery of any supplemental indenture in
accordance with this ARTICLE IX, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture
for all purposes, and, except as set forth in SECTIONS 9.02 AND 9.04, every
Holder of Securities shall be bound thereby.

                                 X. CONVERSION

10.01 CONVERSION PRIVILEGE.

      (a) Subject to the provisions of ARTICLE III, the Securities shall be
convertible into shares of Common Stock in accordance with this ARTICLE X at any
time prior to the close of business on the Business Day immediately preceding
the Maturity Date, upon the satisfaction of the conditions set forth in the
second paragraph of PARAGRAPH 10 of the Securities.

      (b) The initial Conversion Rate shall be 23.3596 shares of Common Stock
per $1,000 principal amount of Securities. The Conversion Rate shall be subject
to adjustment in accordance with SECTIONS 10.06 THROUGH 10.15.

      (c) A Holder may convert a portion of the principal amount of a Security
if the portion is $1,000 principal amount or an integral multiple of $1,000
principal amount. Provisions of this Indenture that apply to conversion of all
of a Security also apply to conversion of a portion of it.

10.02 CONVERSION PROCEDURE.

      (a) To convert a Security, a Holder must satisfy the requirements of
PARAGRAPH 10 of the Securities. No later than the third (3rd) Business Day
immediately following the date (the "CONVERSION DATE") on which the Holder
satisfies all those requirements, the Company shall deliver to the Holder
through the Conversion Agent a certificate for the number of full shares of
Common Stock issuable upon the conversion, as provided in PARAGRAPH 10 of the
Securities, and a check for the amount of cash payable in lieu of any fractional
share. Immediately before the close of business on the Conversion Date, and
thereafter, the person in whose name such certificate is to be registered shall
be treated as a stockholder of record of the Company, and all rights of the
Holder of the Security to be converted shall terminate, other than the right to
receive the shares of Common Stock and cash deliverable as provided in the
preceding sentence. A

                                      -51-

<PAGE>

Holder of Securities is not entitled, as such, to any rights of a holder of
Common Stock until such Holder has converted its Securities into shares of
Common Stock, or is deemed to be a stockholder of record of the Company, as
provided in this SECTION 10.02(a), and then only to the extent such Securities
are deemed to have been so converted or such Holder is so deemed to be a
stockholder of record.

      If a Security is duly surrendered for conversion in accordance herewith,
the Company shall have fully satisfied its obligations with respect to such
Security once the Company shall have duly delivered or paid, as the case may be,
in accordance herewith, both (i) the shares of Common Stock, together with any
cash payment for fractional shares, due hereunder upon such conversion; and (ii)
if such Security shall have been surrendered for such conversion after the close
of business on the record date for the payment pursuant hereto of an installment
of interest but before the related interest payment date, such installment of
interest.

      (b) Except as provided in the Securities or in this ARTICLE X, no payment
or adjustment will be made for accrued interest on, or any Liquidated Damages
Amount with respect to, a converted Security or for dividends on any Common
Stock issued on or prior to conversion. If any Holder surrenders a Security for
conversion after the close of business on the record date for the payment of an
installment of interest and prior to the related interest payment date, then,
notwithstanding such conversion, the interest payable with respect to such
Security on such interest payment date shall be paid on such interest payment
date to the Holder of record of such Security at the close of business on such
record date; provided, however, that such Security, when surrendered for
conversion, must be accompanied by payment in cash to the Conversion Agent on
behalf of the Company of an amount equal to the interest payable on such
interest payment date on the portion so converted; provided further, however,
that such payment to the Conversion Agent described in the immediately preceding
proviso in respect of a Security surrendered for conversion shall not be
required (i) if the Company has specified a Redemption Date that is after a
record date but on or prior to the next interest payment date, (ii) if the
Company has specified a Fundamental Change Repurchase Date that is after a
record date but on or prior to the next interest payment date, or (iii) to the
extent of any overdue interest, if any overdue interest exists at the time of
conversion with respect to such Security.

      (c) If a Holder converts more than one Security at the same time, the
number of full shares of Common Stock issuable upon such conversion shall be
based on the total principal amount of all Securities converted.

      (d) Upon surrender of a Security that is converted in part, the Trustee
shall authenticate for the Holder a new Security equal in principal amount to
the unconverted portion of the Security surrendered.

10.03 FRACTIONAL SHARES.

      The Company will not issue fractional shares of Common Stock upon
conversion of Securities and instead will deliver a check in an amount equal to
the value of such fraction computed on the basis of the Closing Sale Price on
the Trading Day immediately before the Conversion Date.

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<PAGE>

10.04 TAXES ON CONVERSION.

      If a Holder converts its Security, the Company shall pay any documentary,
stamp or similar issue or transfer tax or duty due on the issue, if any, of
shares of Common Stock upon the conversion. However, such Holder shall pay any
such tax or duty that is due because such shares are issued in a name other than
such Holder's name. The Conversion Agent may refuse to deliver a certificate
representing the shares of Common Stock to be issued in a name other than such
Holder's name until the Conversion Agent receives a sum sufficient to pay any
tax or duty that will be due because such shares are to be issued in a name
other than such Holder's name. Nothing herein shall preclude any tax withholding
required by law or regulation.

10.05 COMPANY TO PROVIDE STOCK.

      The Company shall at all times reserve out of its authorized but unissued
Common Stock or Common Stock held in its treasury enough shares of Common Stock
to permit the conversion, in accordance herewith, of all of the Securities into
shares of Common Stock. The shares of Common Stock due upon conversion of a
Global Security shall be delivered by the Company in accordance with the
Depositary's customary practices.

      All shares of Common Stock that may be issued upon conversion of the
Securities shall be validly issued, fully paid and non-assessable and shall be
free of preemptive or similar rights and free of any lien or adverse claim.

      The Company shall comply with all securities laws regulating the offer and
delivery of shares of Common Stock upon conversion of Securities and shall list
such shares on each national securities exchange or automated quotation system
on which the Common Stock is then listed or quoted, as the case may be.

10.06 ADJUSTMENT OF CONVERSION RATE.

      The Conversion Rate shall be subject to adjustment from time to time as
follows:

            (a) In case the Company shall (1) pay a dividend in shares of Common
      Stock to all holders of Common Stock, (2) make a distribution in shares of
      Common Stock to all holders of Common Stock, (3) subdivide the outstanding
      shares of Common Stock into a greater number of shares of Common Stock or
      (4) combine the outstanding shares of Common Stock into a smaller number
      of shares of Common Stock, the Conversion Rate shall be adjusted by
      multiplying the Conversion Rate in effect immediately prior to close of
      business on the record date or effective date, as applicable, of such
      dividend, distribution, subdivision or combination by the number of shares
      of Common Stock that a person who owns only one share of Common Stock
      immediately before the record date or effective date, as applicable, of
      such dividend, distribution, subdivision or combination would own
      immediately after giving effect to such dividend, distribution,
      subdivision or combination (without giving effect to any arrangement
      pursuant to such dividend, distribution, subdivision or combination not to
      issue fractional shares of Common Stock). Any adjustment made pursuant to
      this SECTION 10.06(a) shall become effective immediately after the record
      date in the case of a dividend or distribution and shall

                                      -53-

<PAGE>

      become effective immediately after the effective date in the case of a
      subdivision or combination.

            (b) If the Company shall dividend or distribute rights or warrants
      to all holders of Common Stock, entitling them, for a period expiring not
      more than forty-five (45) days immediately following the record date for
      the determination of holders of Common Stock entitled to receive such
      rights or warrants, to subscribe for or purchase shares of Common Stock,
      at a price per share that is less than the Current Market Price per share
      of Common Stock on the declaration date for such dividend or distribution,
      then the Conversion Rate shall be increased by multiplying the Conversion
      Rate in effect immediately prior to the date fixed for determination of
      stockholders entitled to receive such rights or warrants by a fraction,
      the numerator of which shall be the number of shares of Common Stock
      outstanding at the close of business on the date fixed for determination
      of stockholders entitled to receive such rights or warrants plus the total
      number of additional shares of Common Stock offered for subscription or
      purchase, and the denominator of which shall be the sum of the number of
      shares of Common Stock outstanding at the close of business on the date
      fixed for determination of stockholders entitled to receive such rights or
      warrants plus the number of shares of Common Stock that the aggregate
      offering price of the total number of shares of Common Stock so offered
      would purchase at a price equal to the Current Market Price of the Common
      Stock on the Trading Day immediately preceding the declaration date for
      such distribution. Such increase shall become effective immediately prior
      to the opening of business on the day following the date fixed for
      determination of stockholders entitled to receive such rights or warrants.
      Notwithstanding the foregoing, the Company shall not be required to make
      an adjustment to the Conversion Rate pursuant to this SECTION 10.06(b) on
      account of a distribution of rights (whether by distribution of separate
      certificates representing such rights or otherwise) that are distributed
      pursuant to a stockholders' rights plan. In no event shall the Conversion
      Rate be decreased pursuant to this SECTION 10.06(b).

            (c) In case the Company shall dividend or distribute to all holders
      of Common Stock shares of Capital Stock of the Company (other than Common
      Stock), evidences of indebtedness or other assets (other than dividends or
      distributions requiring an adjustment to the Conversion Rate in accordance
      with SECTIONS 10.06(d)), or shall dividend or distribute to all holders of
      Common Stock rights or warrants to subscribe for or purchase securities of
      the Company (other than dividends or distributions of rights or warrants
      requiring an adjustment to the Conversion Rate in accordance with SECTION
      10.06(b)), then in each such case the Conversion Rate shall be increased
      by multiplying the Conversion Rate in effect immediately prior to the
      close of business on the record date for the determination of stockholders
      entitled to such dividend or distribution by a fraction the numerator of
      which shall be the Current Market Price of the Common Stock on such record
      date, and the denominator of which shall be the Current Market Price of
      the Common Stock on such record date less the Fair Market Value (as
      determined by the Board of Directors, whose determination shall be
      conclusive, and described in a resolution of the Board of Directors) on
      the record date of the portion of Capital Stock of the Company, evidences
      of indebtedness, other assets, rights or warrants, as the case may be, so
      distributed applicable to one share of Common Stock, such adjustment to
      become

                                      -54-

<PAGE>

      effective immediately prior to the opening of business on the day
      following such record date; provided that if the then Fair Market Value
      (as so determined) of the portion of Capital Stock of the Company,
      evidences of indebtedness, other assets, rights or warrants, as the case
      may be, so distributed applicable to one share of Common Stock is equal to
      or greater than the Current Market Price on the record date, in lieu of
      the foregoing adjustment, adequate provision shall be made so that each
      Holder shall have the right to receive on the date of such dividend or
      distribution the amount of Capital Stock of the Company, evidences of
      indebtedness, other assets, rights or warrants, as the case may be, such
      holder would have received had such holder converted each Security on the
      record date. If the Board of Directors determines the Fair Market Value of
      any distribution for purposes of this SECTION 10.06(c) 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 on the applicable record date. Any
      distribution of rights (whether by distribution of separate certificates
      representing such rights or otherwise) or warrants pursuant to a
      stockholders' rights plan complying with the requirements set forth in the
      preceding sentence of this paragraph and with SECTION 10.14 shall not
      constitute a distribution of rights or warrants pursuant to this SECTION
      10.06(c). In no event shall the Conversion Rate be decreased pursuant to
      this SECTION 10.06(c).

            Notwithstanding the foregoing, if the Capital Stock distributed by
      the Company to all holders of its Common Stock consists of Capital Stock
      of, or similar equity interests in, a Subsidiary or other business unit of
      the Company (unless such Capital Stock or similar equity interests are
      distributed to the Holders in such distribution as if such Holders had
      converted their Securities into Common Stock), the Conversion Rate shall
      be increased so that the same shall be equal to the rate determined by
      multiplying the Conversion Rate in effect immediately prior to the close
      of business on the record date with respect to such distribution by a
      fraction, the numerator of which shall be the sum of (A) the average of
      the Closing Sale Prices of the Common Stock for the ten (10) consecutive
      Trading Days commencing on and including the fifth Trading Day after the
      date on which "ex-dividend trading" commences for such distribution on the
      New York Stock Exchange, Nasdaq or such other national or regional
      exchange or market on which such securities are then listed or quoted (the
      "SPIN-OFF EX-DIVIDEND DATE"), plus (B) the average of the Closing Sale
      Prices of the securities distributed in respect of each share of Common
      Stock for the ten (10) consecutive Trading Days commencing on and
      including the Spin-Off Ex-Dividend Date; and the denominator of which
      shall be the average of the Closing Sale Prices of the Common Stock for
      the ten (10) consecutive Trading Days commencing on and including the
      Spin-Off Ex-Dividend Date, such adjustment to become effective immediately
      after the opening of business on the day following such record date;
      provided that if (x) the average of the Closing Prices of the Common Stock
      for the ten (10) consecutive Trading Days commencing on and including the
      fifth Trading Day after the date on which "ex-dividend trading" commences
      for such

                                      -55-

<PAGE>

      dividend or distribution on the New York Stock Exchange, Nasdaq or such
      other national or regional exchange or market on which such securities are
      then listed or quoted, minus (y) the average of the Closing Prices of the
      securities distributed in respect of each share of Common Stock for the
      ten (10) consecutive Trading Days commencing on and including the fifth
      Trading Day after the date on which "ex-dividend trading" commences for
      such dividend or distribution on the New York Stock Exchange, Nasdaq or
      such other national or regional exchange or market on which such
      securities are then listed or quoted is less than $1.00, then the
      adjustment provided by for by this paragraph shall not be made and in lieu
      thereof the provisions of the first paragraph of this SECTION 10.06(c)
      shall apply to such distribution. In any case in which this paragraph is
      applicable, SECTION 10.06(a), SECTION 10.06(b) and the first paragraph of
      this SECTION 10.06(c) shall not be applicable.

            For purposes of this SECTION 10.06(c) and SECTION 10.06(a) and
      SECTION 10.06(b), any dividend or distribution to which this SECTION
      10.06(c) is applicable that also includes Common Stock, or rights or
      warrants to subscribe for or purchase Common Stock (or both), shall be
      deemed instead to be (1) a dividend or distribution of the evidences of
      indebtedness, assets or shares of capital stock other than such Common
      Stock or rights or warrants (and any Conversion Rate adjustment required
      by this SECTION 10.06(c) with respect to such dividend or distribution
      shall then be made) immediately followed by (2) a dividend or distribution
      of such Common Stock or such rights or warrants (and any further
      Conversion Rate adjustment required by SECTION 10.06(a) and SECTION
      10.06(b) with respect to such dividend or distribution shall then be
      made), except the record date of such dividend or distribution shall be
      substituted as "the record date or effective date, as applicable, of such
      dividend, distribution, subdivision or combination", "the record date for
      the determination of holders of Common Stock entitled to receive such
      rights or warrants," "the record date in the case of a dividend or
      distribution" and "the effective date in the case of a subdivision or
      combination" within the meaning of SECTION 10.06(a) and SECTION 10.06(b).

            (d) In case the Company shall, by dividend or otherwise, at any time
      make a distribution of cash (excluding any cash that is distributed as
      part of a distribution requiring a Conversion Rate adjustment pursuant to
      SECTION 10.06(e) or any dividend or distribution in connection with the
      liquidation, dissolution or winding up of the Company) to all holders of
      Common Stock, the Conversion Rate shall be increased by multiplying the
      Conversion Rate in effect immediately prior to the close of business on
      the record date for the determination of holders of Common Stock entitled
      to such distribution by a fraction the numerator of which shall be the
      Current Market Price on such record date; and the denominator of which
      shall be the Current Market Price on such record date less the amount of
      cash so distributed applicable to one share of Common Stock, such
      adjustment to be effective immediately prior to the opening of business on
      the day following the record date; provided that if the portion of the
      cash so distributed applicable to one share of Common Stock is equal to or
      greater than the Current Market Price on the record date, in lieu of the
      foregoing adjustment, adequate provision shall be made so that each Holder
      shall have the right to receive on the date of such dividend or
      distribution the amount of cash such holder would have received had such
      holder converted each Security on such record date. In no event shall the
      Conversion Rate be decreased pursuant to this SECTION 10.06(d).

            (e) In case the Company or any Subsidiary of the Company shall
      distribute cash or other consideration in respect of a tender offer or
      exchange offer made by the Company or any Subsidiary of the Company for
      all or any portion of the Common Stock where the sum of the aggregate
      amount of such cash distributed and the aggregate Fair

                                      -56-

<PAGE>

      Market Value (as determined in good faith by the Board of Directors, whose
      determination shall be conclusive and set forth in a Board Resolution), as
      of the Expiration Date (as defined below), of such other consideration
      distributed (such sum, the "AGGREGATE AMOUNT") expressed as an amount per
      share of Common Stock validly tendered or exchanged, and not withdrawn,
      pursuant to such tender offer or exchange offer as of the Expiration Time
      (as defined below) (such tendered or exchanged shares of Common Stock, the
      "PURCHASED SHARES") exceeds the Current Market Price per share of Common
      Stock on the Trading Day immediately following the last date (such last
      date, the "EXPIRATION DATE") on which tenders or exchanges could have been
      made pursuant to such tender offer or exchange offer (as the same may be
      amended through the Expiration Date), then the Conversion Rate shall be
      increased by multiplying the Conversion Rate in effect immediately prior
      to the close of business on the Expiration Date by a fraction (A) whose
      numerator is equal to the sum of (I) the Aggregate Amount and (II) the
      product of (a) the Current Market Price per share of Common Stock on the
      Trading Day immediately following the Expiration Date and (b) an amount
      equal to (i) the number of shares of Common Stock outstanding as of the
      last time (the "EXPIRATION TIME") at which tenders or exchanges could have
      been made pursuant to such tender offer or exchange offer (including all
      Purchased Shares) less (ii) the Purchased Shares and (B) whose denominator
      is equal to the product of (I) the number of shares of Common Stock
      outstanding as of the Expiration Time (including all Purchased Shares) and
      (II) the Current Market Price per share of Common Stock on the Trading Day
      immediately following the Expiration Date.

            An increase, if any, to the Conversion Rate pursuant to this SECTION
      10.06(e) shall become effective immediately prior to the opening of
      business on the Business Day following the Expiration Date. In the event
      that the Company or a Subsidiary of the Company is obligated to purchase
      shares of Common Stock pursuant to any such tender offer or exchange
      offer, but the Company or such Subsidiary is permanently prevented by
      applicable law from effecting any such purchases, or all such purchases
      are rescinded, then the Conversion Rate shall again be adjusted to be the
      Conversion Rate that would then be in effect if such tender offer or
      exchange offer had not been made. If the application of this SECTION
      10.06(e) to any tender offer or exchange offer would result in a decrease
      in the Conversion Rate, no adjustment shall be made for such tender offer
      or exchange offer under this SECTION 10.06(e).

            (f) In addition to the foregoing adjustments in SUBSECTIONS (a),
      (b), (c), (d) AND (e) above, the Company, from time to time and to the
      extent permitted by law and by the rules of the Nasdaq National Market,
      may increase the Conversion Rate by any amount for a period of at least
      twenty (20) Business Days or such longer period as may be permitted by
      law, if the Board of Directors has made a determination, which
      determination shall be conclusive, that such increase would be in the best
      interests of the Company. Such Conversion Rate increase shall be
      irrevocable during such period. The Company shall give written notice to
      the Trustee and cause notice of such increase to be mailed, in accordance
      with SECTION 11.02, to each Holder of Securities, at least ten (10)
      Business Days prior to the date on which such increase commences.

                                      -57-

<PAGE>

            (g) If the Ex Date for any event (other than the event requiring
      such computation) that requires an adjustment to the Conversion Rate
      pursuant to SUBSECTION (a), (b), (c), (d) OR (e) above occurs on or after
      the tenth (10th) Trading Day prior to the date of determination or
      Expiration Date, whichever is applicable, and prior to the Ex Date for the
      issuance or distribution requiring such computation, the Closing Sale
      Price for each Trading Day prior to the Ex Date for such other event shall
      be adjusted by multiplying such Closing Sale Price by the reciprocal of
      the fraction by which the Conversion Rate is so required to be adjusted as
      a result of such other event, (ii) if the Ex Date for any event (other
      than the event requiring such computation) that requires an adjustment to
      the Conversion Rate pursuant to SUBSECTION (a), (b), (c), (d) OR (e) above
      occurs on or after the Ex Date for the issuance or distribution requiring
      such computation and on or prior to the date of determination or the
      Expiration Date, whichever is applicable, the Closing Sale Price for each
      Trading Day on and after the Ex Date for such other event shall be
      adjusted by multiplying such Closing Sale Price by the same fraction by
      which the Conversion Rate is so required to be adjusted as a result of
      such other event, and (iii) if the Ex Date for the event requiring such
      computation is on or prior to the date of determination or Expiration
      Date, whichever is applicable, after taking into account any adjustment
      required pursuant to CLAUSE (i) OR (ii) of this proviso, the Closing Sale
      Price for each Trading Day on and after such Ex Date shall be adjusted by
      adding thereto the amount of any cash and the Fair Market Value (as
      determined in good faith by the Board of Directors in a manner consistent
      with any determination of such value for the purposes of this SECTION
      10.06, whose determination shall be conclusive and described in a
      Resolution of the Board of Directors) of the evidences of indebtedness,
      shares of Capital Stock or other securities or assets or cash being
      distributed (in the event requiring such computation) applicable to one
      share of Common Stock as of the close of business on the day before such
      Ex Date.

10.07 NO ADJUSTMENT.

      Notwithstanding anything to the contrary in SECTION 10.06, no adjustment
in the Conversion Rate pursuant to SECTION 10.06 shall be required unless the
adjustment would result in a change of at least one percent (1%) or more of the
Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion
Rate); provided, however, that any adjustments to the Conversion Rate that by
reason of this SECTION 10.07 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment to the Conversion
Rate. All calculations under this ARTICLE X shall be made to the nearest cent or
to the nearest one-millionth of a share, as the case may be.

      Rights, options or warrants 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, options or warrants, until the occurrence of a
specified event or events ("TRIGGER EVENT"): (i) are deemed to be transferred
with such Common Stock; (ii) are not exercisable; and (iii) are also issued in
respect of future issuances of Common Stock, shall be deemed not to have been
distributed for purposes of SECTION 10.06 (and no adjustment to the Conversion
Rate under SECTION 10.06 will be required) until the occurrence of the earliest
Trigger Event, whereupon such rights, options and warrants shall be deemed to
have been distributed and an appropriate adjustment (if any is required) to the

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Conversion Rate shall be made under SECTION 10.06. If any such right, options or
warrant, including any such existing rights, options or warrants distributed
prior to the date of this Indenture, are subject to events, upon the occurrence
of which such rights, options 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, options or warrants
with such rights (and a termination or expiration of the existing rights,
options or warrants without exercise by any of the holders thereof). In
addition, in the event of any distribution (or deemed distribution) of rights,
options 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 SECTION 10.06 was made, (1) in the case of any such rights, options or
warrants that shall all have been redeemed or repurchased without exercise by
any holders thereof, the Conversion Rate shall be readjusted upon such final
redemption or repurchase 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 repurchase price received by a holder or holders of Common
Stock with respect to such rights, options or warrants (assuming such holder had
retained such rights, options or warrants), made to all holders of Common Stock
as of the date of such redemption or repurchase, and (2) in the case of such
rights, options or warrants that shall have expired or been terminated without
exercise by any holders thereof, the Conversion Rate shall be readjusted as if
such rights, options and warrants had not been issued.

      Notwithstanding anything to the contrary in SECTION 10.06, if any dividend
or distribution is declared and the Conversion Rate is adjusted pursuant to
SECTION 10.06 on account of such dividend or distribution, but such dividend or
distribution is thereafter not paid or made, the Conversion Rate shall again be
adjusted to the Conversion Rate that would then be in effect had such dividend
or distribution not been declared.

      Notwithstanding anything to the contrary in SECTION 10.06, no adjustment
to the Conversion Rate need be made pursuant to SECTION 10.06 for a transaction
if Holders are to participate in the transaction without conversion on a basis
and with notice that the Board of Directors determines in good faith to be fair
and appropriate in light of the basis and notice on which holders of Common
Stock participate in the transaction (which determination shall be described in
a Board Resolution).

The applicable conversion rate will not be adjusted:

      (1)   upon issuance of any shares of Common Stock pursuant to any present
            or future plan providing for the reinvestment of dividends or
            interest payable on the Company's securities and the investment of
            additional optional amounts in shares or Common Stock under any
            plan; and

      (2)   upon issuance of any shares of Common Stock or options or rights to
            purchase shares of Common Stock pursuant to any present or future
            employee, director or consultant benefit plan or program of or
            assumed by the Company or any of its Subsidiaries;

                                      -59-

<PAGE>

      (3)   upon issuance of any shares of Common Stock pursuant to any option,
            warrant, right or exercisable, exchangeable, or convertible security
            not described in the preceding bullet and outstanding as of the
            Issue;

      (4)   for a change in the par value of the Common Stock; and

      (5)   for accrued and unpaid interest, including contingent interest and
            any Liquidated Damages Amount.

10.08 OTHER ADJUSTMENTS.

      In the event that, as a result of an adjustment made pursuant to SECTION
10.06 hereof, the Holder of any Security thereafter surrendered for conversion
shall become entitled to receive any shares of Capital Stock other than shares
of Common Stock, thereafter the Conversion Rate of such other shares so
receivable upon conversion of any Security shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to Common Stock contained in this ARTICLE X.

10.09 ADJUSTMENTS FOR TAX PURPOSES.

      Except as prohibited by law or by the rules of the Nasdaq National Market,
the Company may make such increases in the Conversion Rate, in addition to those
required by SECTION 10.06 hereof, as it determines to be advisable in order to
eliminate or diminish any income taxes to holders of Common Stock resulting from
any stock dividend, subdivision of shares, distribution of rights to purchase
stock or securities or distribution of securities convertible into or
exchangeable for stock made by the Company or to its stockholders.

10.10 NOTICE OF ADJUSTMENT.

      Whenever the Conversion Rate is adjusted, the Company shall promptly mail,
or cause there to be mailed, to Holders at the addresses appearing on the
Registrar's books a notice of the adjustment and file with the Trustee an
Officer's Certificate briefly stating the facts requiring the adjustment and the
manner of computing it. The certificate shall be conclusive evidence of the
correctness of such adjustment.

10.11 NOTICE OF CERTAIN TRANSACTIONS.

      In the event that:

            (1) the Company takes any action, or becomes aware of any event,
      that would require an adjustment in the Conversion Rate,

            (2) the Company takes any action that would require a supplemental
      indenture pursuant to SECTION 10.12, or

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

                                      -60-

<PAGE>

the Company shall mail to Holders at the addresses appearing on the Registrar's
books and the Trustee a written notice stating the proposed record, effective or
expiration date, as the case may be, of any transaction referred to in CLAUSE
(1), (2) or (3) of this SECTION 10.11. The Company shall mail such notice at
least twenty (20) days before such date; however, failure to mail such notice or
any defect therein shall not affect the validity of any transaction referred to
in CLAUSE (1), (2) or (3) of this SECTION 10.11.

10.12 EFFECT OF RECLASSIFICATIONS, CONSOLIDATIONS, MERGERS, BINDING SHARE
EXCHANGES OR SALES ON CONVERSION PRIVILEGE.

      Except as provided in SECTION 10.15(f), if any of the following shall
occur, namely: (i) any reclassification or change in the Common Stock issuable
upon conversion of 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 of the Common Stock), (ii) any consolidation, merger
or binding share exchange to which the Company is a party other than a merger in
which the Company is the continuing Person and that does not result in any
reclassification of, or change (other than a change in name, or 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, the Common Stock or (iii) any sale,
transfer, lease, conveyance or other disposition of all or substantially all of
the property or assets of the Company, in each case, pursuant to which the
Common Stock would be converted into, or exchanged for, cash, securities or
other property, then the Company or such successor or purchasing Person, as the
case may be, shall, as a condition precedent to such reclassification, change,
consolidation, merger, binding share exchange, sale, transfer, lease, conveyance
or disposition, execute and deliver to the Trustee a supplemental indenture in
form reasonably satisfactory to the Trustee providing that, at and after the
effective time of such reclassification, change, consolidation, merger, binding
share exchange, sale, transfer, lease, conveyance or disposition, the Holder of
each Security then outstanding shall have the right to convert such Security
into the kind and amount of shares of stock and other securities and property
(including cash), if any, receivable upon such reclassification, change,
consolidation, merger, binding share exchange, sale, transfer, lease, conveyance
or disposition by a holder of the number of shares of Common Stock deliverable
upon conversion of such Security immediately prior to such reclassification,
change, consolidation, merger, binding share exchange, sale, transfer, lease,
conveyance or disposition.

      Such supplemental indenture shall provide for adjustments of the
Conversion Rate that shall be as nearly equivalent as may be practicable to the
adjustments of the Conversion Rate provided for in this ARTICLE X. The
foregoing, however, shall not in any way affect the right a Holder of a Security
may otherwise have, pursuant to SECTION 10.14, to receive rights upon conversion
of a Security. If, in the case of any such consolidation, merger, binding share
exchange, sale, transfer, lease, conveyance or disposition, the stock or other
securities and property (including cash) receivable thereupon by a holder of
Common Stock includes shares of stock or other securities and property of a
Person other than the successor or purchasing Person, as the case may be, in
such consolidation, merger, binding share exchange, sale, transfer, lease,
conveyance or disposition, 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
in good faith shall reasonably determine necessary by reason of the foregoing
(which determination shall be described in a Board Resolution). The provisions

                                      -61-

<PAGE>

of this SECTION 10.12 shall similarly apply to successive consolidations,
mergers, binding share exchanges, sales, transfers, leases, conveyances or
dispositions.

      In the event the Company shall execute a supplemental indenture pursuant
to this SECTION 10.12, the Company shall promptly file with the Trustee an
Officer's Certificate briefly stating the reasons therefor, the kind or amount
of shares of stock or securities or property (including cash) receivable by
Holders of the Securities upon the conversion of their Securities after any such
reclassification, change, consolidation, merger, binding share exchange, sale,
transfer, lease, conveyance or disposition and any adjustment to be made with
respect thereto.

      In the event holders of the Common Stock have the opportunity to elect the
form of consideration to be received in such reclassification, change,
consolidation, merger, binding share exchange, sale, transfer, lease, conveyance
or disposition, the Company shall make adequate provision whereby the holders of
the Securities shall have a reasonable opportunity to determine the form of
consideration into which all of the Securities, treated as a single class, shall
be convertible from and after the effective date of such reclassification,
change, consolidation, merger, binding share exchange, sale, transfer, lease,
conveyance or disposition. Such determination shall be subject to any
limitations to which all of the holders of the Common Stock are subject, such as
pro-rata reductions applicable to any portion of the consideration payable in
such reclassification, change, consolidation, merger, binding share exchange,
sale, transfer, lease, conveyance or disposition and shall be conducted in such
a manner as to be completed by the date that is the earlier of (a) the deadline
for elections to be made by holders of the Common Stock in connection with such
reclassification, change, consolidation, merger, binding share exchange, sale,
transfer, lease, conveyance or disposition, and (b) two Trading Days prior to
the anticipated effective date of such reclassification, change, consolidation,
merger, binding share exchange, sale, transfer, lease, conveyance or
disposition. The Company shall provide notice of the opportunity to determine
the form of such consideration, as well as notice of the determination made by
holders of the Securities by issuing a press release and providing a copy of
such notice to the Trustee. None of the foregoing provisions shall affect the
right of a holder of Securities to convert its Securities into shares of Common
Stock, as set forth in this ARTICLE X prior to the effective date of such
reclassification, change, consolidation, merger, binding share exchange, sale,
transfer, lease, conveyance or disposition.

10.13 TRUSTEE'S DISCLAIMER.

      The Trustee has no duty to determine when an adjustment under this ARTICLE
X should be made, how it should be made or what such adjustment should be, but
may accept as conclusive evidence of the correctness of any such adjustment, and
shall be protected in relying upon, the Officer's Certificate with respect
thereto which the Company is obligated to file with the Trustee pursuant to
SECTION 10.10 hereof. 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 failure by the Company to comply with
any provisions of this ARTICLE X.

      The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to SECTION 10.12, but may accept as conclusive evidence of the
correctness thereof, and shall be protected in relying upon, the Officer's
Certificate with respect thereto which the Company is obligated to file with the

                                      -62-

<PAGE>

Trustee pursuant to SECTION 10.12 hereof. Neither the Trustee nor any Conversion
Agent shall be responsible for any failure of the Company to (A) make any cash
payment or issue, transfer or deliver any shares of Common Stock or stock
certificates or other securities or property upon the surrender of any Security
for conversion hereunder, or (B) subject to ARTICLE VII, comply with any of the
covenants of the Company hereunder.

10.14 RIGHTS DISTRIBUTIONS PURSUANT TO STOCKHOLDERS' RIGHTS PLANS.

      Upon conversion of any Security or a portion thereof, the Company shall
make provision for the Holder thereof to receive, in addition to, and
concurrently with the delivery of, the consideration otherwise payable hereunder
upon such conversion, the rights described in each and any stockholders' rights
plan the Company may have in effect at such time (unless the rights have been
separated from the Common Stock prior to the time of conversion, in which case
the provisions of SECTION 10.06(c) shall apply). In the event that the Company
implements a stockholders' rights plan after the date hereof, the Company shall
provide that the Holders will receive upon conversion of their Securities, in
addition to the consideration otherwise payable hereunder upon such conversion,
the rights described therein (unless the rights have been separated from the
Common Stock prior to the time of conversion, in which case the provisions of
SECTION 10.06(c) shall apply).

10.15 INCREASED CONVERSION RATE APPLICABLE TO CERTAIN NOTES SURRENDERED IN
CONNECTION WITH MAKE-WHOLE FUNDAMENTAL CHANGES.

      (a) Notwithstanding anything herein to the contrary, the Conversion Rate
applicable to each Security that is surrendered for conversion, in accordance
with this ARTICLE X, at any time from, and including, the effective date of a
Make-Whole Fundamental Change until, and including, the close of business on the
Business Day immediately preceding the Fundamental Change Repurchase Date
corresponding to such Make-Whole Fundamental Change, shall be increased to an
amount equal to the Conversion Rate that would, but for this SECTION 10.15,
otherwise apply to such Security pursuant to this ARTICLE X, plus an amount
equal to the Make-Whole Conversion Rate Adjustment; provided, however, that such
increase to the Conversion Rate shall not apply if:

            (i) such Make-Whole Fundamental Change constitutes a Public Acquirer
      Fundamental with respect to which the Company shall have duly made, and
      given full effect to, an election, pursuant to and in accordance with
      SECTION 10.15(f), to make an Acquirer Stock Conversion Right Adjustment;

            (ii) such Make-Whole Fundamental Change is announced by the Company
      but shall not be consummated; or

            (iii) such Make-Whole Fundamental Change occurs on or after October
      1, 2010.

      The additional consideration payable hereunder on account of any
Make-Whole Conversion Rate Adjustment with respect to a Security surrendered for
conversion is herein referred to as the "MAKE-WHOLE CONSIDERATION."

                                      -63-

<PAGE>

      (b) As used herein, "MAKE-WHOLE CONVERSION RATE ADJUSTMENT" shall mean,
with respect to each Make-Whole Fundamental Change and each applicable Security,
an amount equal to the Applicable Increase. As used herein, "APPLICABLE
INCREASE" shall mean, with respect to a Make-Whole Fundamental Change, the
amount, set forth in the following table, which corresponds to the effective
date of such Make-Whole Fundamental Change (the "EFFECTIVE DATE") and the
Applicable Price of such Make-Whole Fundamental Change:

                               APPLICABLE INCREASE
                   (per $1,000 principal amount of Securities)

<TABLE>
<CAPTION>
                                                        EFFECTIVE DATE
                  -------------------------------------------------------------------------------------------------------
APPLICABLE PRICE  SEPTEMBER 21, 2005  OCTOBER 1, 2006  OCTOBER 1, 2007  OCTOBER 1, 2008  OCTOBER 1, 2009  OCTOBER 1, 2010
----------------  ------------------  ---------------  ---------------  ---------------  ---------------  ---------------
<C>               <C>                 <C>              <C>              <C>              <C>              <C>
$ 32.93.........         9.79              9.90              9.19             8.74            8.34              0.00
$ 35.00.........         9.21              9.31              8.64             8.22            7.85              0.00
$ 37.50.........         8.60              8.69              8.07             7.68            7.33              0.00
$ 40.00.........         8.06              8.15              7.56             7.20            6.87              0.00
$ 42.50.........         7.59              7.67              7.12             6.77            6.47              0.00
$ 45.00.........         7.16              7.24              6.72             6.40            6.11              0.00
$ 47.50.........         6.79              6.86              6.37             6.06            5.78              0.00
$ 50.00.........         6.45              6.52              6.05             5.76            5.50              0.00
$ 52.50.........         6.14              6.21              5.76             5.48            5.23              0.00
$ 55.00.........         5.86              5.93              5.50             5.23            5.00              0.00
$ 57.50.........         5.61              5.67              5.26             5.01            4.78              0.00
$ 60.00.........         5.37              5.43              5.04             4.80            4.58              0.00
$ 62.50.........         5.16              5.22              4.84             4.61            4.40              0.00
$ 65.00.........         4.96              5.02              4.65             4.43            4.23              0.00
$ 67.50.........         4.78              4.83              4.48             4.26            4.07              0.00
$ 70.00.........         4.61              4.66              4.32             4.11            3.93              0.00
$ 72.50.........         4.45              4.50              4.17             3.97            3.79              0.00
$ 75.00.........         4.30              4.35              4.03             3.84            3.66              0.00
</TABLE>

          provided, however, that:

            (i) if the actual Applicable Price of such Make-Whole Fundamental
      Change is between two (2) Applicable Prices listed in the table above
      under the column titled "Applicable Price," or if the actual Effective
      Date of such Make-Whole Fundamental Change is between two Effective Dates
      listed in the table above in the row immediately below the title
      "Effective Date," then the Applicable Increase for such Make-Whole
      Fundamental Change shall be determined by linear interpolation between the
      Applicable Increases set forth for such two Applicable Prices, or for such
      two Effective Dates based on a three hundred and sixty five (365) day
      year, as applicable;

            (ii) if the actual Applicable Price of such Make-Whole Fundamental
      Change is greater than $75.00 per share (subject to adjustment as provided
      in SECTION 10.15(b)(iii)), or if the actual Applicable Price of such
      Make-Whole Fundamental Change is less than $32.93 per share (subject to
      adjustment as provided in SECTION 10.15(b)(iii)), then the Applicable
      Increase shall be equal to zero (0) and this SECTION 10.15 shall not
      require the Company to increase the Conversion Rate with respect to such
      Make-Whole Fundamental Change;

            (iii) if an event occurs that requires, pursuant to this ARTICLE X
      (other than solely pursuant to this SECTION 10.15), an adjustment to the
      Conversion Rate, then, on the date and at the time such adjustment is so
      required to be made, each price set forth

                                      -64-

<PAGE>

      in the table above under the column titled "Applicable Price" shall be
      deemed to be adjusted so that such Applicable Price, at and after such
      time, shall be equal to the product of (1) such Applicable Price as in
      effect immediately before such adjustment to such Applicable Price and (2)
      a fraction whose numerator is the Conversion Rate in effect immediately
      before such adjustment to the Conversion Rate and whose denominator is the
      Conversion Rate to be in effect, in accordance with this ARTICLE X,
      immediately after such adjustment to the Conversion Rate;

            (iv) each Applicable Increase amount set forth in the table above
      shall be adjusted in the same manner in which, and for the same events for
      which, the Conversion Rate is to be adjusted pursuant to SECTION 10.01
      through SECTION 10.14; and

            (v) in no event will the total number of shares of Common Stock
      issuable upon conversion of the Securities exceed 30.3674 per $1,000
      principal amount of Securities, subject to adjustment in the same manner
      as the Conversion Rate pursuant to SECTION 10.06.

      (c) As used herein, "APPLICABLE PRICE" shall have the following meaning
with respect to a Make-Whole Fundamental Change: (i) if the consideration
(excluding cash payments for fractional shares or pursuant to statutory
appraisal rights) for the Common Stock in the relevant Make-Whole Fundamental
Change consists solely of cash, then the "APPLICABLE PRICE" will be the cash
amount paid per share of Common Stock in such Make-Whole Fundamental Change and
(ii) in all other events, the "APPLICABLE PRICE" will be the average of the
Closing Sale Prices per share of Common Stock for the five (5) consecutive
Trading Days immediately preceding the Effective Date of the relevant Make-Whole
Fundamental Change. The Board of Directors will make appropriate adjustments, in
its good faith determination, to account for any adjustment to the Conversion
Rate that becomes effective, or any event requiring an adjustment to the
Conversion Rate where the Ex-Date of the event occurs, during those five
consecutive Trading Days.

      (d) [Reserved.]

      (e) At least fifteen (15) Business Days before the anticipated effective
date of any proposed Make-Whole Fundamental Change, the Company shall mail to
each Holder, in accordance with SECTION 11.02, written notice of, and shall
publicly announce, through a public medium that is customary for such
announcements, and publish on the Company's website, the anticipated effective
date of such proposed Make-Whole Fundamental Change. Each such notice,
announcement and publication shall also state (i) that the Company either (a)
has elected, in accordance with SECTION 10.15(f), to make an Acquirer Stock
Conversion Right Adjustment with respect to such Make-Whole Fundamental Change
in lieu of increasing the Conversion Rate pursuant to SECTION 10.15(a) or (b)
has elected not to make an Acquirer Stock Conversion Right Adjustment with
respect to such Make-Whole Fundamental Change; and (ii) if the Company has
elected not to make such Acquirer Stock Conversion Right Adjustment with respect
to such Make-Whole Fundamental Change, that, in connection with such Make-Whole
Fundamental Change, the Company shall increase, in accordance herewith, the
Conversion Rate applicable to Securities entitled as provided herein to such
increase (along with a description of how such

                                      -65-

<PAGE>

increase shall be calculated and the time periods during which Securities must
be surrendered in order to be entitled to such increase). No later than the
actual Effective Date of each Make-Whole Fundamental Change, the Company shall
mail, in accordance with SECTION 11.02, written notice of, and shall publicly
announce, through a public medium that is customary for such announcements, and
publish on the Company's website, such Effective Date.

      (f) Notwithstanding anything to the contrary in this SECTION 10.15, if the
Company shall make any mailing, announcement or publication referred to in
SECTION 10.15(e) in respect of a Make-Whole Fundamental Change that shall also
constitute a Public Acquirer Fundamental Change, then the Company shall have the
right at its sole option to, in lieu of increasing the Conversion Rate pursuant
to SECTION 10.15(a) in connection with such Make-Whole Fundamental Change, cause
the right to convert the Securities in accordance with this ARTICLE X to change
such that, from and after the effective time of such Public Acquirer Fundamental
Change, the right of each Holder of any Security to convert such Security into
shares of Common Stock and cash for fractional shares shall be changed into the
right to convert such Security solely into shares of Public Acquirer Common
Stock applicable to such Public Acquirer Fundamental Change and cash for
fractional shares thereof, at an initial Conversion Rate (which shall take
effect at such effective time, but that shall thereafter be subject to
adjustment in the same manner in which, and for the same events for which, the
Conversion Rate is to be adjusted pursuant to this ARTICLE X) equal to the
Conversion Rate in effect immediately before such effective time multiplied by a
fraction the numerator of which is the Fair Market Value (as determined in good
faith by the Board of Directors), as of the effective time of the Public
Acquirer Fundamental Change, of the cash, securities and other property paid or
payable per share of Common Stock and the denominator of which is the average of
the Closing Sale Prices per share of the Public Acquirer Common Stock for the
five (5) consecutive Trading Days commencing on, and including, the Trading Day
immediately after the Effective Date of the Public Acquirer Fundamental Change.
Any such change in the right to convert the Securities in accordance with this
SECTION 10.15(f) is herein referred to as an "ACQUIRER STOCK CONVERSION RIGHT
ADJUSTMENT."

         If the Company shall have elected, in accordance with this SECTION
10.15(f), to make an Acquirer Stock Conversion Right Adjustment with respect to
a Public Acquirer Fundamental Change, then:

            (i) the Company shall cause there to be executed and delivered to
      the Trustee a supplemental indenture in form reasonably satisfactory to
      the Trustee, which supplemental indenture shall (a) give due effect to
      such election in accordance with this SECTION 10.15(f), including, without
      limitation, evidencing a binding and enforceable obligation of the issuer
      of the applicable Public Acquirer Common Stock to satisfy the right of
      Holders to convert Securities in accordance with this ARTICLE X and this
      SECTION 10.15(f); (b) be executed by, without limitation, such issuer; (c)
      contain such additional provisions, if any, necessary to protect the
      interests of the Holders of the Securities as the Board of Directors in
      good faith shall reasonably determine (which determination shall be
      described in a Board Resolution); and (d) be in full force and effect no
      later than the effective time of such Public Acquirer Fundamental Change;

                                      -66-

<PAGE>

            (ii) the Company shall promptly file with the Trustee an Officer's
      Certificate briefly stating the reasons for such supplemental indenture,
      the nature of the change in the conversion right pursuant to such Acquirer
      Stock Conversion Right Adjustment and the Conversion Rate as adjusted
      therefor;

            (iii) the provisions of SECTION 10.12 shall not apply to such Public
      Acquirer Fundamental Change, provided such Public Acquirer Fundamental
      Change shall have been duly given effect in accordance with this SECTION
      10.15(f); and

            (iv) such election shall be irrevocable with respect to such Public
      Acquirer Fundamental Change and shall be deemed to have been made at the
      time the Company shall, with respect to such Public Acquirer Fundamental
      Change, mail the first notice, or make the first public announcement or
      publication, whichever shall occur earlier, referred to in SECTION
      10.15(e) (it being understood that the Company shall discharge its
      obligations hereunder in good faith in determining whether an announced
      transaction and a completed transaction are deemed, for purposes of this
      CLAUSE (iv), to be the same Public Acquirer Fundamental Change despite
      differences in the announced terms and the terms as such transaction was
      consummated);

provided, however, that the Company shall not be required to give effect to such
election to make an Acquirer Stock Conversion Right Adjustment with respect to
such Public Acquirer Fundamental Change if such Public Acquirer Fundamental
Change is not consummated.

      For avoidance of doubt, any change, pursuant to this SECTION 10.15(f), in
the right of Holders to convert Securities shall apply to all Holders.

      (g) For avoidance of doubt, the provisions of this SECTION 10.15 shall not
affect or diminish the Company's obligations, if any, pursuant to ARTICLE V with
respect to a Public Acquirer Fundamental Change or Make-Whole Fundamental
Change.

      (h) Nothing in this SECTION 10.15 shall prevent an adjustment to the
Conversion Rate pursuant to SECTION 10.06 in respect of a Make-Whole Fundamental
Change or a Public Acquirer Fundamental Change.

                               XI. MISCELLANEOUS

11.01 TRUST INDENTURE ACT CONTROLS.

      If any provision of this Indenture limits, qualifies or conflicts with
another provision that is required or deemed to be included in this Indenture by
the TIA, then such provision of the TIA shall control.

11.02 NOTICES.

      Any notice or communication by the Company or the Trustee to the other
shall be deemed to be duly given if made in writing and delivered:

                                      -67-

<PAGE>

      (a) by hand (in which case such notice shall be effective upon delivery);

      (b) by facsimile (in which case such notice shall be effective upon
receipt of confirmation of good transmission thereof); or

      (c) by overnight delivery by a nationally recognized courier service (in
which case such notice shall be effective on the Business Day immediately after
being deposited with such courier service),

in each case to the other party's address or facsimile number, as applicable,
stated in this SECTION 11.02. 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 to a Holder shall be mailed to its address
shown on the register kept by the Registrar. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.

      If a notice or communication is mailed in the manner provided above, it is
duly given, whether or not the addressee receives it.

      If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Registrar, Paying Agent, Conversion Agent or
co-Registrar (if different than the Trustee) at the same time.

      All notices or communications shall be in writing.

      The Company's address is:

            Toreador Resources Corporation
            4809 Cole Avenue
            Suite 108
            Dallas, TX 75205
            Fax: (214) 559-3945
            Attn: Chief Financial Officer

      The Trustee's address is:

            The Bank of New York Trust Company, N.A.
            Attn: John Stohlmann -- Dallas Office
            101 Barclay
            New York, NY 10286
            Telephone: (214) 880-8238
            Fax: (214) 880-8241

      With a copy to:

            The Bank of New York Trust Company, N.A.
            Corporate Trust Division/Dallas

                                      -68-

<PAGE>

            Plaza of the Americas
            600 North Pearl St., Suite 420
            Dallas, TX 75201
            Telephone: (214) 880-8238
            Fax: (214) 880-8241

      If the Trustee is required, pursuant to the express terms of this
Indenture, to mail a notice or communication to Holders, the Trustee shall also
provide such notice or communication to the Company in a manner set forth in
this SECTION 11.02

11.03 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

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

11.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

      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:

            (i) an Officer's Certificate stating that, in the opinion of the
      signatory to such Officer's Certificate, all conditions precedent, if any,
      provided for in this Indenture relating to the proposed action have been
      complied with; and

            (ii) an Opinion of Counsel stating that, in the opinion of such
      counsel, all such conditions precedent have been complied with.

      Each signatory to an Officer's Certificate or an Opinion of Counsel may
(if so stated) rely, effectively, upon an Opinion of Counsel as to legal matters
and an Officer's Certificate or certificates of public officials as to factual
matters if such signatory reasonably and in good faith believes in the accuracy
of the document relied upon.

11.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

      Each Officer's Certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:

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

            (ii) 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;

            (iii) 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

                                      -69-

<PAGE>

      informed opinion as to whether or not such covenant or condition has been
      complied with; and

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

11.06 RULES BY TRUSTEE AND AGENTS.

      The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar, Paying Agent or Conversion Agent may make reasonable
rules and set reasonable requirements for their respective functions.

11.07 LEGAL HOLIDAYS.

      If a payment date is a not a Business Day at a place of payment, payment
may be made at that place on the next succeeding day that is a Business Day, and
no interest shall accrue on that payment for the intervening period.

11.08 DUPLICATE ORIGINALS.

      The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement. Delivery of an executed counterpart by facsimile shall be effective
as delivery of a manually executed counterpart thereof.

11.09 GOVERNING LAW.

      The laws of the State of New York shall govern this Indenture and the
Securities.

11.10 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

11.11 SUCCESSORS.

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

11.12 SEPARABILITY.

      In case any provision 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
and a Holder shall have no claim therefor against any party hereto.

                                      -70-

<PAGE>

11.13 TABLE OF CONTENTS, HEADINGS, ETC.

      The Table of Contents, Cross-Reference Table 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.

11.14 CALCULATIONS IN RESPECT OF THE SECURITIES.

      The Company or its agents shall make all calculations under this Indenture
and the Securities in good faith. In the absence of manifest error, such
calculations shall be final and binding on all Holders. The Company shall
provide a copy of such calculations to the Trustee as required hereunder, and,
absent contrary written notice by the Company to the Trustee, the Trustee shall
be entitled to rely on the accuracy of any such calculation without independent
verification.

11.15 NO PERSONAL LIABILITY OF DIRECTORS, EMPLOYEES OR STOCKHOLDERS

      None of the Company's past, present or future directors, officers,
employees or stockholders, as such, shall have any liability for any of the
Company's obligations under this Indenture or the Securities or for any claim
based on, or in respect or by reason of, such obligations or their creation.
Except as otherwise provided by applicable law, by accepting a Security, each
Holder waives and releases all such liability and such waiver and release is
part of the consideration for the issue of the Securities.

  [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

                                      -71-

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the date first above written.

                                       TOREADOR RESOURCES CORPORATION

                                       By: /s/ G. Thomas Graves III
                                           --------------------------
                                           Name: G. Thomas Graves III
                                           Title: CEO, President

                                       THE BANK OF NEW YORK TRUST COMPANY, N.A.,
                                         as Trustee

                                       By: /s/ John C. Stohlmann
                                           -----------------------
                                           Name: John C. Stohlmann
                                           Title: Vice President

<PAGE>

                                                                       EXHIBIT A

                               [Face of Security]

                         TOREADOR RESOURCES CORPORATION

Certificate No. _______

    [INSERT PRIVATE PLACEMENT LEGEND AND GLOBAL SECURITY LEGEND AS REQUIRED]

                     5.00% Convertible Senior Note due 2025

                              CUSIP No. 891050 AA 4

      Toreador Resources Corporation, a Delaware corporation (the "COMPANY"),
for value received, hereby promises to pay to Cede & Co., or its registered
assigns, the principal sum of _____________________ dollars ($__________) on
October 1, 2025 and to pay interest thereon, as provided on the reverse hereof,
until the principal and any unpaid and accrued interest are paid or duly
provided for.

      Interest Payment Dates: April 1 and October 1, with the first payment to
be made on April 1, 2006.

      Record Dates: March 15 and September 15.

      The provisions on the back of this certificate are incorporated as if set
forth on the face hereof.

      IN WITNESS WHEREOF, Toreador Resources Corporation has caused this
instrument to be duly signed.

                                       TOREADOR RESOURCES CORPORATION

                                       By: _____________________________________
                                           Name:
                                           Title:

Dated: ________________

                                      A-1

<PAGE>

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities referred to
in the within-mentioned Indenture.

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee

By: ___________________________________
             Authorized Signatory

Dated: __________________

                                      A-2

<PAGE>

                              [REVERSE OF SECURITY]

                         TOREADOR RESOURCES CORPORATION

                     5.00% CONVERTIBLE SENIOR NOTE DUE 2025

      1. INTEREST. Toreador Resources Corporation, a Delaware corporation (the
"COMPANY"), promises to pay interest on the principal amount of this Security at
the rate per annum shown above. The Company will pay interest, payable
semi-annually in arrears, on April 1 and October 1 of each year, with the first
payment to be made on April 1, 2006. Interest on the Securities will accrue on
the principal amount from, and including, the most recent date to which interest
has been paid or provided for or, if no interest has been paid or provided for,
from, and including, September 27, 2005, in each case to, but excluding, the
next interest payment date or Maturity Date, as the case may be. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.

      2. MATURITY. The Securities will mature on October 1, 2025.

      3. METHOD OF PAYMENT. Except as provided in the Indenture (as defined
below), the Company will pay interest on the Securities to the persons who are
Holders of record of Securities at the close of business on the Record Date set
forth on the face of this Security next preceding the applicable Interest
Payment Date. Holders must surrender Securities to a Paying Agent to collect the
principal amount, Redemption Price, Option Purchase Price or Fundamental Change
Repurchase Price of the Securities payable as herein provided upon Redemption,
Purchase at Holder's Option or Repurchase Upon Fundamental Change, as the case
may be. The Company will pay, in money of the United States that at the time of
payment is legal tender for payment of public and private debts, all amounts due
in cash with respect to the Securities, which amounts shall be paid (A) in the
case this Security is a Global Security, by wire transfer of immediately
available funds to the account specified by the Holder hereof; or (B) in the
case this Security is a Physical Security held by a Holder who is the record
holder of more than five million dollars ($5,000,000) aggregate principal amount
of Securities, by wire transfer of immediately available funds to the account
specified by such Holder or, if no such account is specified, or if this
Security is a Physical Security held by a Holder who is the record holder of
five million dollars ($5,000,000) or less in aggregate principal amount of
Securities, by mailing a check to such Holder's address shown in the register of
the Registrar.

      4. PAYING AGENT, REGISTRAR, CONVERSION AGENT. Initially, The Bank of New
York Trust Company, N.A. (the "TRUSTEE"), will act as Paying Agent, Registrar
and Conversion Agent. The Company may change any Paying Agent, Registrar or
Conversion Agent without notice.

      5. INDENTURE. The Company issued the Securities under an Indenture dated
as of September 27, 2005 (the "INDENTURE") between the Company and the Trustee.
The terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.
Code Sections 77aaa-77bbbb) (the "TIA") as amended and in effect from time to
time. The Securities are subject to all such terms, and Holders are referred to
the Indenture and the TIA for a statement of such terms. The Securities are
general unsecured

                                      A-3

<PAGE>

senior obligations of the Company limited to $75,000,000 aggregate principal
amount ($86,250,000 if the Initial Purchasers have elected to exercise in full
the Option to purchase up to an additional $11,250,000 aggregate principal
amount of the Securities), except as otherwise provided in the Indenture (except
for Securities issued in substitution for destroyed, mutilated, lost or stolen
Securities). Terms used herein without definition and that are defined in the
Indenture have the meanings assigned to them in the Indenture.

      6. REDEMPTION.

            The Company shall not have the right to redeem any Securities prior
to October 6, 2008. The Company shall have the right, at the Company's option,
at any time, and from time to time, on a Redemption Date on or after October 6,
2008, and prior to October 1, 2010, to redeem all or any part of the Securities
at a price payable in cash at a Redemption Price equal to one hundred percent
(100%) of the outstanding principal amount of such Security to be redeemed, plus
accrued and unpaid interest, if any, to, but excluding, the Redemption Date, if
the Closing Sale Price of the Common Stock has exceeded 130% of the Conversion
Price for at least twenty (20) Trading Days in any consecutive thirty (30)
Trading Day period ending on the Trading Day prior to the date of mailing of the
relevant notice of Redemption. The Company shall have the right, at the
Company's option, at any time, and from time to time, on a Redemption Date on or
after October 1, 2010, to redeem all or any part of the Securities at a price
payable in cash at a Redemption Price equal to one hundred percent (100%) of the
outstanding principal amount of such Security to be redeemed, plus accrued and
unpaid interest, if any, to, but excluding, the Redemption Date, irrespective of
the Closing Sale Price of the Common Stock.

            Notwithstanding the foregoing, if a Redemption Date falls after a
Record Date and on or prior to the corresponding Interest Payment Date, the
Company shall pay the full amount of accrued and unpaid interest, if any, on
such Interest Payment Date to the Holder of record at the close of business on
the corresponding Record Date, and the Redemption Price will be 100% of the
principal amount of the Securities to be redeemed in connection with such
Redemption.

            If the Paying Agent (other than the Company) holds on a Redemption
Date money sufficient to pay the aggregate Redemption Price with respect to all
Securities to be redeemed payable as provided in the Indenture upon Redemption,
then (unless there shall be a Default in the payment of such aggregate
Redemption Price) on and after such date such Securities shall be deemed to be
no longer outstanding, interest on such Securities shall cease to accrue, and
such Securities shall be deemed paid whether or not such Securities are
delivered to the Paying Agent. Thereafter, all rights of the Holders of such
Securities shall terminate with respect to such Securities, other than the right
to receive the Redemption Price in accordance with the Indenture.

      7. NOTICE OF REDEMPTION. Notice of Redemption will be mailed at least
thirty (30) days but not more than sixty (60) days before the Redemption Date to
each Holder of Securities to be redeemed at its address appearing in the
security register. Securities in denominations larger than $1,000 principal
amount may be redeemed in part but only in integral multiples of $1,000
principal amount.

                                      A-4

<PAGE>

      8. PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER. Subject to the
terms and conditions of the Indenture, the Company shall become obligated to
purchase, at the option of the Holder, the Securities held by such Holder on
October 1, 2010, October 1, 2015 and October 1, 2020 (each, an "OPTION PURCHASE
DATE") at an Option Purchase Price, payable in cash, equal to one hundred
percent (100%) of the principal amount of the Securities to be purchased, plus
accrued and unpaid interest, if any, to, but excluding, the applicable Option
Purchase Date, upon delivery to the Paying Agent by the Holder of a Purchase
Notice containing the information set forth in the Indenture (provided, however,
that any such accrued and unpaid interest will be paid not to the Holder
submitting the Security for purchase on the relevant Option Purchase Date but
instead to the Holder of record at the close of business on the corresponding
Record Date), at any time from 9:00 a.m., New York City time, on the date that
is twenty (20) Business Days prior to the applicable Option Purchase Date until
5:00 p.m., New York City time, on the Business Day immediately preceding the
applicable Option Purchase Date and upon delivery of the Securities to the
Paying Agent by the Holder as set forth in the Indenture.

            Holders have the right to withdraw any Purchase Notice by delivering
to the Paying Agent a written notice of withdrawal in accordance with the
provisions of the Indenture.

            If the Paying Agent (other than the Company) holds on an Option
Purchase Date money sufficient to pay the aggregate Option Purchase Price with
respect to all Securities to be purchased upon Purchase at Holder's Option
payable as provided in the Indenture upon Purchase at Holder's Option, then
(unless there shall be a Default in the payment of such aggregate Option
Purchase Price) on and after such date such Securities shall be deemed to be no
longer outstanding, interest on such Securities shall cease to accrue, and such
Securities shall be deemed paid whether or not such Securities are delivered to
the Paying Agent. Thereafter, all rights of the Holders of such Securities shall
terminate with respect to such Securities, other than the right to receive the
Option Purchase Price in accordance with the Indenture.

      9. REPURCHASE AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE. Subject to
the terms and conditions of the Indenture, in the event of a Fundamental Change,
each Holder of the Securities shall have the right, at the Holder's option, to
require the Company to repurchase such Holder's Securities including any portion
thereof which is $1,000 in principal amount or any integral multiple thereof on
a date selected by the Company (the "FUNDAMENTAL CHANGE REPURCHASE DATE"), which
date is not less than twenty (20) nor more than thirty-five (35) Business Days
after the date on which the Fundamental Change Notice is mailed in accordance
with the Indenture, at a price payable in cash equal to one hundred percent
(100%) of the principal amount of such Security, plus accrued and unpaid
interest to, but excluding, the Fundamental Change Repurchase Date (provided,
however, that if a Fundamental Change Repurchase Date falls after a Record Date
and on or prior to the corresponding Interest Payment Date, the Company shall
pay the full amount of accrued and unpaid interest, if any, on such Interest
Payment Date to the Holder of record at the close of business on the
corresponding Record Date, and the Fundamental Change Repurchase Price shall be
100% of the principal amount of the Securities repurchased).

            Within fifteen (15) days after the occurrence of the Fundamental
Change, the Company must mail, or cause to be mailed, notice of the occurrence
of such Fundamental Change to each Holder at the address of such Holder
appearing in the register of the Registrar.

                                      A-5

<PAGE>

Such notice shall include, among other things, a description of the procedure
that a Holder must follow to exercise the Fundamental Change Repurchase Right.
To exercise the Fundamental Change Repurchase Right, a Holder of Securities
must, in accordance with the provisions of the Indenture, (i) deliver, no later
than 5:00 p.m., New York City time, on the Business Day immediately preceding
the Fundamental Change Repurchase Date, a Purchase Notice to the Company (if it
is acting as its own Paying Agent) or to the Paying Agent; and (ii) deliver, at
any time after the delivery of such Purchase Notice, the Securities with respect
to which the Holder is exercising its Fundamental Change Repurchase Right
(together with all necessary endorsements). If the Securities delivered in
connection with a Holder's exercise of its Fundamental Change Repurchase Right
are held in book-entry form through the Depositary, then such Purchase Notice
must comply with applicable procedures of the Depositary.

      10. CONVERSION.

            Subject to earlier Redemption, Purchase at Holder's Option or
Repurchase Upon Fundamental Change, Holders may surrender Securities in integral
multiples of $1,000 principal amount for conversion into shares of Common Stock
in accordance with ARTICLE X of the Indenture at any time prior to the close of
business on the Business Day immediately preceding the Maturity Date.

            To convert a Security, a Holder must (1) complete and sign the
Conversion Notice, with appropriate signature guarantee, on the back of the
Security, (2) surrender the Security to a Conversion Agent, (3) furnish
appropriate endorsements and transfer documents if required by the Registrar or
Conversion Agent, (4) pay the amount of interest, if any, the Holder must pay in
accordance with the Indenture and (5) pay any tax or duty if required pursuant
to the Indenture. A Holder may convert a portion of a Security if the portion is
$1,000 principal amount or an integral multiple of $1,000 principal amount.

            The initial Conversion Rate is 23.3596 shares of Common Stock per
$1,000 principal amount of Securities (which results in an effective initial
Conversion Price of approximately $42.81 per share) subject to adjustment in the
event of certain circumstances as specified in the Indenture. The Company will
deliver cash in lieu of any fractional share. Except as other otherwise provided
herein or in the Indenture, on conversion, no payment or adjustment for any
unpaid and accrued interest on, or any Liquidated Damages Amount with respect
to, the Securities will be made. If a Holder surrenders a Security for
conversion after the close of business on the record date for the payment of an
installment of interest and prior to the related interest payment date, such
Security, when surrendered for conversion, must be accompanied by cash payment
of an amount equal to the interest thereon which the registered Holder at the
close of business on such record date is to receive unless (i) the Company has
specified a Redemption Date that is after a Record Date but on or prior to the
next Interest Payment Date, (ii) if the Company has specified a Fundamental
Change Repurchase Date that is after a Record Date but on or prior to the next
Interest Payment Date, or (iii) to the extent of any overdue interest, if any
overdue interest exists at the time of conversion with respect to such Security.

            The Conversion Rate applicable to each Security that is surrendered
for conversion, in accordance with the Securities and ARTICLE X of the
Indenture, at any time from,

                                      A-6

<PAGE>

and including, the effective date of a Make-Whole Fundamental Change until, and
including, the close of business on the Business Day immediately preceding the
Fundamental Change Repurchase Date corresponding to such Make-Whole Fundamental
Change, shall be increased to an amount equal to the Conversion Rate that would,
but for SECTION 10.15 of the Indenture, otherwise apply to such Security
pursuant to ARTICLE X of the Indenture, plus an amount equal to the Make-Whole
Conversion Rate Adjustment; provided, however, that such increase to the
Conversion Rate shall not apply if (i) such Make-Whole Fundamental Change
constitutes a Public Acquirer Fundamental with respect to which the Company
shall have duly made, and given full effect to, an election, pursuant to and in
accordance with SECTION 10.15(f) of the Indenture, to make an Acquirer Stock
Conversion Right Adjustment; (ii) such Make-Whole Fundamental Change is
announced by the Company but shall not be consummated; or (iii) such Make-Whole
Fundamental Change occurs on or after October 1, 2010.

            Until the expiration of the holding period applicable to sales
thereof under Rule 144(k) under the Securities Act (or any successor provision),
any stock certificate representing shares of Common Stock issued upon conversion
of any Security shall bear the Common Stock Legend, unless such shares of Common
Stock have been sold pursuant to a registration statement that has been declared
effective under the Securities Act (and which continues to be effective at the
time of such transfer) or pursuant to Rule 144 under the Securities Act or any
similar provision then in force, or such shares of Common Stock have been issued
upon conversion of Securities that have been transferred pursuant to a
registration statement that has been declared effective under the Securities Act
or pursuant to Rule 144 under the Securities Act, or unless otherwise agreed by
the Company in writing, with written notice thereof to the Trustee.

      11. DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in registered
form, without coupons, in denominations of $1,000 principal amount and integral
multiples of $1,000 principal amount. The transfer of Securities may be
registered and Securities may be exchanged as provided in the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents. No service charge shall be made for any
such registration of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any tax or similar governmental charge that may be
imposed in connection with certain transfers or exchanges. The Company or the
Trustee, as the case may be, shall not be required to register the transfer of
or exchange any Security (i) during a period beginning at the opening of
business fifteen (15) days before the mailing of a notice of redemption of the
Securities selected for Redemption under SECTION 3.04 of the Indenture and
ending at the close of business on the day of such mailing or (ii) for a period
of fifteen (15) days before selecting, pursuant to SECTION 3.03 of the
Indenture, Securities to be redeemed or (iii) that has been selected for
Redemption or for which a Purchase Notice has been delivered, and not withdrawn,
in accordance with the Indenture, except the unredeemed or unrepurchased portion
of Securities being redeemed or repurchased in part.

      12. PERSONS DEEMED OWNERS. The registered Holder of a Security may be
treated as the owner of such Security for all purposes.

      13. MERGER OR CONSOLIDATION. Except as provided in the Indenture, the
Company shall not consolidate with, or merge with or into, or sell, transfer,
lease, convey or otherwise dispose of all or substantially all of the property
or assets of the Company to, another person,

                                      A-7

<PAGE>

whether in a single transaction or series of related transactions, unless (A)
either (i) such transaction or series of transactions shall be a merger or
consolidation where the Company shall be the surviving corporation; or (ii) the
surviving, resulting or transferee person both (a) is a corporation organized
and existing under the laws of the United States, any State thereof or the
District of Columbia; and (b) assumes by supplemental indenture all the
obligations of the Company under the Securities and the Indenture; and (B)
immediately after giving effect to such transaction or series of transactions,
no Default or Event of Default shall exist.

      14. AMENDMENTS, SUPPLEMENTS AND WAIVERS. Subject to certain exceptions,
the Indenture or the Securities may be amended or supplemented and certain
existing Defaults or Events of Default may be waived with the consent of the
Holders of a majority in aggregate principal amount of the Securities then
outstanding. In accordance with the terms of the Indenture, the Company, with
the consent of the Trustee, may amend or supplement this Indenture or the
Securities without notice to or the consent of any Securityholder: (i) to comply
with SECTIONS 5.01 and 10.12 of the Indenture and, in accordance with Section
10.15(f) of the Indenture, to give effect to an election, pursuant to such
Section 10.15(f), by the Company to make an Acquirer Stock Conversion Right
Adjustment with respect to a Public Acquirer Fundamental Change; (ii) to make
any changes or modifications to the Indenture necessary in connection with the
registration of the public offer and sale of the Securities under the Securities
Act pursuant to the Registration Rights Agreement or the qualification of the
Indenture under the TIA; (iii) to secure the obligations of the Company in
respect of the Securities; (iv) to add to the covenants of the Company described
in the Indenture for the benefit of Securityholders or to surrender any right or
power conferred upon the Company; (v) to make provision with respect to
adjustments to the Conversion Rate as required by the Indenture or to increase
the Conversion Rate in accordance with the Indenture; (vi) to add additional
events that shall constitute an Event of Default under the Indenture; (vii) to
provide for a successor Trustee in accordance with the Indenture; (viii) if, at
any time, the Securities are in the form of Physical Securities, to provide for
such Securities to be held as Global Securities in addition to or in place of
such Physical Securities; and (ix) to provide for the issuance of Additional
Securities in connection with the exercise by the Initial Purchasers of the
Option to purchase up to an additional $11,250,000 aggregate principal amount of
Securities. In addition, the Company and the Trustee may enter into a
supplemental indenture without the consent of Holders of the Securities to (x)
cure any ambiguity, defect, omission or inconsistency in the Indenture in a
manner that does not individually or in the aggregate adversely affect the
rights of any Holder in any material respect or (y) add or modify any other
provisions with respect to matters or questions arising under the Indenture that
the Company and the Trustee may deem necessary or desirable and that shall not
adversely affect the interests of the Holders of the Securities in any material
respect; provided that any addition or modification made solely to conform the
provisions of the Indenture to the "Description of notes" in the Offering
Memorandum will not be deemed to adversely affect the interests of any Holder in
any material respect.

      15. DEFAULTS AND REMEDIES. Subject to the provisions of the Indenture, an
"EVENT OF DEFAULT" occurs if (i) the Company defaults in the payment of the
principal of, or premium, if any, on, any Security when the same becomes due and
payable, whether at maturity, upon Redemption, on an Option Purchase Date with
respect to a Purchase at Holder's Option, on a Fundamental Change Repurchase
Date with respect to a Repurchase Upon Fundamental Change or otherwise; (ii) the
Company defaults in the payment of an installment of interest or any

                                      A-8

<PAGE>

Liquidated Damages Amount, on any Security when due, if such failure continues
for thirty (30) days after the date when due; (iii) the Company fails to satisfy
its conversion obligations upon exercise of a Holder's conversion rights
pursuant to the Indenture; (iv) the Company fails to provide a Fundamental
Change Notice within 15 days after the occurrence of a Fundamental Change as
required by the provisions of the Indenture; (v) the Company fails to comply
with any other term, covenant or agreement set forth in the Securities or the
Indenture and such failure continues for the period, and after the notice,
specified in the Indenture; (vi) failure by the Company or any of its
Subsidiaries to pay when due at maturity, or a default that results in the
acceleration of any Indebtedness of the Company or its Subsidiaries (other than
Indebtedness that is nonrecourse to the Company or any of its Subsidiaries) in
an aggregate amount of $10,000,000 or more, unless such failure is cured or such
acceleration is rescinded, stayed or annulled within 30 days after written
notice to the Company from the Trustee or to the Company and the Trustee from
the Holders of at least twenty-five percent (25%) in aggregate principal amount
of the Securities then-outstanding has been received by the Company; (vii) the
Company or any of its Subsidiaries fails to pay any final judgments in excess of
$10,000,000 in the aggregate and such judgments remain outstanding for a period
of 15 days and are not discharged, bonded, waived or stayed within 15 days after
the Trustee notifies the Company by written notice (or Holders of at least
twenty five (25%) in principal amount of the outstanding Securities notify the
Company and the Trustee by written notice); or (viii) there occur certain events
of bankruptcy or insolvency involving the Company or any of its Significant
Subsidiaries or any group of Subsidiaries that in the aggregate would constitute
a Significant Subsidiary of the Company.

            If an Event of Default (excluding an Event of Default specified in
SECTION 6.01(viii) or (ix) of the Indenture with respect to the Company (but
including an Event of Default specified in SECTION 6.01(viii) OR (ix) of the
Indenture solely with respect to a Significant Subsidiary of the Company or any
group of Subsidiaries that in the aggregate would constitute a Significant
Subsidiary of the Company)) occurs and is continuing, the Trustee by written
notice to the Company or the Holders of at least twenty five percent (25%) in
principal amount of the Securities then outstanding by written notice to the
Company and the Trustee may declare the principal of, and any accrued and unpaid
interest, if any, and any premium on, all Securities to be immediately due and
payable. Upon such declaration, the principal of, and any premium and accrued
and unpaid interest (including any Liquidated Damages Amount) on, all Securities
shall be due and payable immediately. If an Event of Default specified in
SECTION 6.01(viii) or (ix) of the Indenture with respect to the Company
(excluding, for purposes of this sentence, an Event of Default specified in
SECTION 6.01(viii) or (ix) of the Indenture solely with respect to a Significant
Subsidiary of the Company or any group of Subsidiaries that in the aggregate
would constitute a Significant Subsidiary of the Company) occurs, the principal
of, and premium and accrued and unpaid interest (including any Liquidated
Damages Amount) on, all the Securities 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 written notice to the Trustee and
the Company may rescind or annul an acceleration and its consequences if (A) the
rescission would not violate any governmental or court order or decree, (B) all
existing Events of Default, except the nonpayment of principal, premium, if any,
or interest that has become due solely because of the acceleration, have been
cured or waived and (C) all amounts due to the Trustee under SECTION 7.07 of the
Indenture have been paid.

                                      A-9

<PAGE>

            Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. 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 the Indenture, is unduly
prejudicial to the rights of other Holders or would involve the Trustee in
personal liability unless the Trustee is offered indemnity reasonably
satisfactory to it; provided, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction.

            If a Default or Event of Default occurs and is continuing as to
which the Trustee has received notice pursuant to the provisions of the
Indenture, or as to which a Responsible Officer of the Trustee shall have actual
knowledge, then the Trustee shall mail to the Company and to each Holder a
notice of the Default or Event of Default within thirty (30) days after the
Trustee has received such notice or after such Responsible Officer shall have
acquired such actual knowledge, whichever is earlier, unless such Default or
Event of Default has been cured or waived; provided, however, that, except in
the case of a Default or Event of Default in payment of any amounts due with
respect to any Security, the Trustee may withhold such notice if, and so long as
it in good faith determines that, withholding such notice is in the best
interests of Holders. The Company must deliver to the Trustee an annual
compliance certificate.

      16. REGISTRATION RIGHTS. The Holders are entitled to registration rights
as set forth in the Registration Rights Agreement. The Holders shall be entitled
to receive a Liquidated Damages Amount in certain circumstances, all as set
forth in the Registration Rights Agreement.

      17. TRUSTEE DEALINGS WITH THE COMPANY. The Trustee under the Indenture, or
any banking institution serving as successor Trustee thereunder, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for, the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not Trustee.

      18. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee or stockholder, as such, of the Company shall have any
liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder, by accepting a Security, waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

      19. AUTHENTICATION. This Security shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent in accordance
with the Indenture.

      20. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entirety), JT TEN (= joint tenants with right of survivorship and
not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to
Minors Act).

      THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT
CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:

                                      A-10

<PAGE>

                         Toreador Resources Corporation
                                4809 Cole Avenue
                                    Suite 108
                                Dallas, TX 75205

                                      A-11

<PAGE>

                              [FORM OF ASSIGNMENT]

I or we assign to

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER

______________________________________

________________________________________________________________________________
(please print or type name and address)

________________________________________________________________________________

________________________________________________________________________________

the within Security and all rights thereunder, and hereby irrevocably constitute
and appoint

________________________________________________________________________________

Attorney to transfer the Security on the books of the Company with full power of
substitution in the premises.

Dated: _______________________________    ______________________________________

                                          NOTICE: The signature on this
                                          assignment must correspond with the
                                          name as it appears upon the face of
                                          the within Security in every
                                          particular without alteration or
                                          enlargement or any change whatsoever
                                          and be guaranteed by a guarantor
                                          institution participating in the
                                          Securities Transfer Agents Medallion
                                          Program or in such other guarantee
                                          program acceptable to the Trustee.

Signature Guarantee: ___________________________________________________

                                      A-12

<PAGE>

In connection with any transfer of this Security occurring prior to the
expiration of the holding period applicable to sales thereof under Rule 144(k)
under the Securities Act (or any successor provision), unless such Security has
been sold pursuant to a registration statement that has been declared effective
under the Securities Act (and which continues to be effective at the time of
such transfer) or pursuant to Rule 144 under the Securities Act or any similar
provision then in force, the undersigned confirms that it is making, and it has
not utilized any general solicitation or general advertising in connection with,
the transfer:

                                   [Check One]

(1)    ____       to the Company or any Subsidiary thereof, or

(2)    ____       pursuant to a registration statement that has become effective
                  under the Securities Act of 1933, as amended, or

(3)    ____       to a "qualified institutional buyer" in compliance with Rule
                  144A under the Securities Act of 1933, as amended, or

(4)    ____       pursuant to an exemption from registration provided by Rule
                  144 under the Securities Act of 1933, as amended, or any other
                  available exemption from the registration requirements of the
                  Securities Act of 1933,

and, the undersigned confirms that this Security is not being transferred to an
"affiliate" of the Company (an "Affiliate") as defined in Rule 144 under the
Securities Act of 1933, as amended.

Unless one of the items (1) through (4) is checked, the Trustee will refuse to
register any of the Securities evidenced by this certificate in the name of any
person other than the registered Holder thereof; provided, however, that if item
(4) is checked, the Company and the Trustee reserve the right to require the
delivery of such legal opinions, certifications or other evidence as may
reasonably be required in order to determine that the proposed transfer is being
made in compliance with the Securities Act of 1933, as amended and applicable
state securities laws. If item (3) is checked, the purchaser must complete the
certification below.

If none of the foregoing items are checked, the Trustee or Registrar shall not
be obligated to register this Security in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in the Indenture shall have been satisfied.

Dated: _________________________      Signed: __________________________________
                                                (Sign exactly as name appears on
                                                the other side of this Security)

Signature Guarantee: ___________________________________________________________

                                      A-13

<PAGE>

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Security for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933, as amended,
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A and acknowledges that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.

Dated: ______________________     ______________________________________________
                                  NOTICE: To be executed by an executive officer

                                      A-14

<PAGE>

                                CONVERSION NOTICE

To convert this Security in accordance with the Indenture, check the box: [ ]

To convert only part of this Security, state the principal amount to be
converted (must be in multiples of $1,000):

                               $__________________

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

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

________________________________________________________________________________

Date:______________    Signature(s): ___________________________________________

                                   _____________________________________________
                                   (Sign exactly as your name(s) appear(s) on
                                   the other side of this Security)

Signature(s) guaranteed by: ____________________________________________________
                            (All signatures must be guaranteed by a guarantor
                            institution participating in the Securities Transfer
                            Agents Medallion Program or in such other guarantee
                            program acceptable to the Trustee.)

                                      A-15

<PAGE>

                                 PURCHASE NOTICE

Certificate No. of Security: ___________

      If you want to elect to have this Security purchased by the Company
pursuant to SECTION 3.08 of the Indenture, check the box: [ ]

      If you want to elect to have this Security purchased by the Company
pursuant to SECTION 3.09 of the Indenture, check the box: [ ]

      If you want to elect to have only part of this Security purchased by the
Company pursuant to SECTIONS 3.08 OR 3.09 of the Indenture, as applicable, state
the principal amount to be so purchased by the Company:

                       $__________________________________
                       (in an integral multiple of $1,000)

Date:__________________                 Signature(s): __________________________

                                        ________________________________________
                                        (Sign exactly as your name(s) appear(s)
                                        on the other side of this Security)

Signature(s) guaranteed by:             ________________________________________
                                        (All signatures must be guaranteed by a
                                        guarantor institution participating in
                                        the Securities Transfer Agents Medallion
                                        Program or in such other guarantee
                                        program acceptable to the Trustee.)

                                      A-16

<PAGE>

                                   SCHEDULE A

          SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY(1)

      The following exchanges of a part of this Global Security for an interest
in another Global Security or for Securities in certificated form, have been
made:

<TABLE>
<CAPTION>
                                                            Principal amount of
                  Amount of decrease    Amount of Increase      this Global          Signature or
                  in Principal amount  in Principal amount  Security following   authorized signatory
                    of this Global        of this Global       such decrease      of Trustee or Note
Date of Exchange       Security              Security           or increase            Custodian
<S>               <C>                  <C>                  <C>                  <C>
</TABLE>

----------
(1) This is included in Global Securities only.

                                      A-17

<PAGE>

                                                                     EXHIBIT B-1

                      FORM OF RESTRICTED SECURITIES LEGEND

THIS SECURITY AND THE 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, AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
ACQUIRER:

(1)   REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A "QUALIFIED
      INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
      ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH
      SUCH ACCOUNT, AND

(2)   AGREES FOR THE BENEFIT OF TOREADOR RESOURCES CORPORATION ("THE COMPANY")
      THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY
      AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY OR ANY
      BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) TWO
      YEARS AFTER THE DATE OF THE LAST ORIGINAL ISSUANCE OF THIS SECURITY OR
      SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE
      SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER, AND (Y) SUCH LATER
      DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT ONLY:

      (A)   TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

      (B)   PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER
            THE SECURITIES ACT, OR

      (C)   TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
            UNDER THE SECURITIES ACT, OR

      (D)   PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
            UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE
            REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, THE
COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL
OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN
ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

                                     B-1-1

<PAGE>

                           FORM OF COMMON STOCK LEGEND

THESE SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH
THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE ACQUIRER:

(1)   REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A "QUALIFIED
      INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
      ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH
      SUCH ACCOUNT, AND

(2)   AGREES FOR THE BENEFIT OF TOREADOR RESOURCES CORPORATION ("THE COMPANY")
      THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THESE SHARES OF
      COMMON STOCK OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS
      THE LATER OF (X) TWO YEARS AFTER THE DATE OF THE LAST ORIGINAL ISSUANCE OF
      THIS SECURITY OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K)
      UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER, AND (Y)
      SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT
      ONLY:

      (A)   TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

      (B)   PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER
            THE SECURITIES ACT, OR

      (C)   TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
            UNDER THE SECURITIES ACT, OR

      (D)   PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
            UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE
            REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, THE
COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL
OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN
ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

                                     B-1-2

<PAGE>

                                                                     EXHIBIT B-2

                       FORM OF LEGEND FOR GLOBAL SECURITY

      Any Global Security authenticated and delivered hereunder shall bear a
legend (which would be in addition to any other legends required in the case of
a Restricted Security) in substantially the following form:

            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 OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS
      SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
      PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED
      CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY
      (OTHER THAN A TRANSFER OF THIS SECURITY 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) MAY BE REGISTERED EXCEPT
      IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      COMPANY 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 DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
      OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

            TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
      WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
      THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
      GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
      RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.

                                     B-2-1

<PAGE>

                                                                       EXHIBIT C

          Form of Notice of Transfer Pursuant to Registration Statement

Toreador Resources Corporation
4809 Cole Avenue
Suite 108
Dallas, TX 75205
Attention: General Counsel

The Bank of New York Trust Company, N.A.
Attn: John Stohlmann -- Dallas Office
101 Barclay
New York, NY 10286
Telephone: (214) 880-8238
Fax: (214) 880-8241

      Re:   Toreador Resources Corporation (the "COMPANY") 5.00% Convertible
            Senior Notes due 2025 (the "SECURITIES")

Ladies and Gentlemen:

      Please be advised that _____________ has transferred $___________
aggregate principal amount of the Securities and ________ shares of the Common
Stock, $0.15625 par value per share, of the Company issued on conversion of the
Securities ("STOCK") pursuant to an effective Shelf Registration Statement on
Form S-3 (File No. 333-________).

      We hereby certify that the prospectus delivery requirements, if any, of
the Securities Act of 1933 as amended, have been satisfied with respect to the
transfer described above and that the above-named beneficial owner of the
Securities or Stock is named as a "Selling Security Holder" in the Prospectus
dated _________, or in amendments or supplements thereto, and that the aggregate
principal amount of the Securities and the number of shares of Stock transferred
are [a portion of] the Securities and Stock listed in such Prospectus, as
amended or supplemented, opposite such owner's name.

                                       Very truly yours,

                                       _____________________
                                              (Name)

                                      C-1