<PAGE>

                                                                     Exhibit 4.1



                                                                  EXECUTION COPY

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

                            LIFEPOINT HOSPITALS, INC.
                                    as Issuer

                                       AND

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

                                    INDENTURE

                            Dated as of May 29, 2007

               3.5% Convertible Senior Subordinated Notes due 2014

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
                                    ARTICLE 1
                                   DEFINITIONS

Section 1.01.  Definitions ..............................................      2

                                    ARTICLE 2
        ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

Section 2.01.  Designation, Amount and Issue of Notes ...................     15
Section 2.02.  Form of Notes ............................................     16
Section 2.03.  Date and Denomination of Notes; Payments of Interest .....     17
Section 2.04.  Date and Denomination of Notes ...........................     18
Section 2.05.  Execution of Notes .......................................     18
Section 2.06.  Exchange and Registration of Transfer of Notes;
                  Restrictions on Transfer; Depositary ..................     19
Section 2.07.  Mutilated, Destroyed, Lost or Stolen Notes ...............     22
Section 2.08.  Temporary Notes ..........................................     23
Section 2.09.  Cancellation of Notes Paid, Etc. .........................     23
Section 2.10.  CUSIP Numbers ............................................     24

                                    ARTICLE 3
                                   [RESERVED]

                                    ARTICLE 4
                             SUBORDINATION OF NOTES

Section 4.01.  Agreement of Subordination ...............................     24
Section 4.02.  Payments to Noteholders ..................................     24
Section 4.03.  Subrogation of Notes .....................................     28
Section 4.04.  Authorization to Effect Subordination ....................     28
Section 4.05.  Notice to Trustee ........................................     29
Section 4.06.  Trustee's Relation to Senior Indebtedness ................     30
Section 4.07.  No Impairment of Subordination ...........................     30
Section 4.08.  Certain Conversions Not Deemed Payment ...................     30
Section 4.09.  Article Applicable to Paying Agents ......................     30
Section 4.10.  Senior Indebtedness Entitled to Rely .....................     31
Section 4.11.  Reliance on Judicial Order or Certificate of Liquidating
                  Agent .................................................     31
</TABLE>


                                        i

<PAGE>

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
                                    ARTICLE 5
                       PARTICULAR COVENANTS OF THE COMPANY

Section 5.01.  Payment of Principal and Interest ........................     31
Section 5.02.  Maintenance of Office or Agency ..........................     32
Section 5.03.  Appointments to Fill Vacancies in Trustee's Office .......     33
Section 5.04.  Provisions as to Paying Agent ............................     33
Section 5.05.  Existence ................................................     34
Section 5.06.  Stay, Extension and Usury Laws ...........................     34
Section 5.07.  Compliance Certificate ...................................     34
Section 5.08.  Further Instruments and Acts .............................     34

                                    ARTICLE 6
         LISTS OF NOTEHOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 6.01.  Lists of Noteholders .....................................     35
Section 6.02.  Preservation and Disclosure of Lists .....................     35
Section 6.03.  Reports by Trustee .......................................     35
Section 6.04.  Reports by Company .......................................     36

                                    ARTICLE 7
                              DEFAULTS AND REMEDIES

Section 7.01.  Events of Default ........................................     36
Section 7.02.  Payments of Notes on Default; Suit Therefor ..............     39
Section 7.03.  Application of Monies Collected by Trustee ...............     41
Section 7.04.  Proceedings by Noteholders ...............................     41
Section 7.05.  Proceedings by Trustee ...................................     42
Section 7.06.  Remedies Cumulative and Continuing .......................     43
Section 7.07.  Direction of Proceedings and Waiver of Defaults by
                  Majority of Noteholders ...............................     43
Section 7.08.  Notice of Defaults .......................................     43
Section 7.09.  Undertaking to Pay Costs .................................     44
Section 7.10.  Failure to File Reports ..................................     44
Section 7.11.  Extension Fee ............................................     45

                                    ARTICLE 8
                             CONCERNING THE TRUSTEE

Section 8.01.  Duties and Responsibilities of Trustee ...................     45
Section 8.02.  Reliance on Documents, Opinions, Etc. ....................     47
Section 8.03.  No Responsibility for Recitals, Etc. .....................     48
Section 8.04.  Trustee, Paying Agents, Conversion Agents or Registrar
                  May Own Notes .........................................     49
</TABLE>


                                       ii

<PAGE>

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Section 8.05.  Monies to be Held in Trust ...............................     49
Section 8.06.  Compensation and Expenses of Trustee .....................     49
Section 8.07.  Officers' Certificate as Evidence ........................     50
Section 8.08.  Conflicting Interests of Trustee .........................     50
Section 8.09.  Eligibility of Trustee ...................................     50
Section 8.10.  Resignation or Removal of Trustee ........................     51
Section 8.11.  Acceptance by Successor Trustee ..........................     52
Section 8.12.  Succession by Merger, Etc. ...............................     53
Section 8.13.  Limitation on Rights of Trustee as Creditor ..............     53
Section 8.14.  Trustee's Application for Instructions from the Company ..     53

                                    ARTICLE 9
                           CONCERNING THE NOTEHOLDERS

Section 9.01.  Action by Noteholders ....................................     54
Section 9.02.  Proof of Execution by Noteholders ........................     54
Section 9.03.  Who Are Deemed Absolute Owners ...........................     55
Section 9.04.  Company-Owned Notes Disregarded ..........................     55
Section 9.05.  Revocation of Consents; Future Holders Bound .............     56

                                   ARTICLE 10
                              NOTEHOLDERS' MEETINGS

Section 10.01. Purpose of Meetings ......................................     56
Section 10.02. Call of Meetings by Trustee ..............................     57
Section 10.03. Call of Meetings by Company or Noteholders ...............     57
Section 10.04. Qualifications for Voting ................................     57
Section 10.05. Regulations ..............................................     57
Section 10.06. Voting ...................................................     58
Section 10.07. No Delay of Rights by Meeting ............................     59

                                   ARTICLE 11
                             SUPPLEMENTAL INDENTURES

Section 11.01. Supplemental Indentures Without Consent of Noteholders ...     59
Section 11.02. Supplemental Indentures With Consent of Noteholders ......     60
Section 11.03. Effect of Supplemental Indentures ........................     62
Section 11.04. Notation on Notes ........................................     62
Section 11.05. Evidence of Compliance of Supplemental Indenture to be
                  Furnished Trustee .....................................     62
</TABLE>


                                       iii

<PAGE>

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
                                   ARTICLE 12
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 12.01. Company May Consolidate, Etc. on Certain Terms ...........     63
Section 12.02. Successor Corporation to be Substituted ..................     64
Section 12.03. Opinion of Counsel to be Given Trustee ...................     64

                                   ARTICLE 13
                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 13.01. Discharge of Indenture ...................................     65
Section 13.02. Deposited Monies to be Held in Trust by Trustee ..........     65
Section 13.03. Paying Agent to Repay Monies Held ........................     65
Section 13.04. Return of Unclaimed Monies ...............................     66
Section 13.05. Reinstatement ............................................     66

                                   ARTICLE 14
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 14.01. Indenture and Notes Solely Corporate Obligations .........     66

                                   ARTICLE 15
                               CONVERSION OF NOTES

Section 15.01. Conversion Privilege .....................................     67
Section 15.02. Conversion Procedure .....................................     71
Section 15.03. Exchange In Lieu Of Conversion ...........................     74
Section 15.04. Adjustment of Conversion Rate ............................     76
Section 15.05. Shares to Be Fully Paid ..................................     84
Section 15.06. Effect of Reclassification, Consolidation, Merger or
                  Sale ..................................................     84
Section 15.07. Certain Covenants ........................................     86
Section 15.08. Responsibility of Trustee ................................     87
Section 15.09. Notice to Holders Prior to Certain Actions ...............     88
Section 15.10. Shareholder Rights Plans .................................     88

                                   ARTICLE 16
                    REPURCHASE OF NOTES AT OPTION OF HOLDERS

Section 16.01. [Reserved] ...............................................     89
Section 16.02. Repurchase at Option of Holders Upon a Fundamental
                  Change ................................................     89
Section 16.03. Withdrawal of Fundamental Change Repurchase Notice .......     91
Section 16.04. Deposit of Fundamental Change Repurchase Price ...........     92
</TABLE>


                                       iv

<PAGE>

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
                                   ARTICLE 17
                            MISCELLANEOUS PROVISIONS

Section 17.01. Provisions Binding on Company's Successors ...............     93
Section 17.02. Official Acts by Successor Corporation ...................     93
Section 17.03. Addresses for Notices, Etc. ..............................     93
Section 17.04. Governing Law ............................................     93
Section 17.05. Evidence of Compliance with Conditions Precedent;
                  Certificates to Trustee ...............................     94
Section 17.06. Legal Holidays ...........................................     94
Section 17.07. No Security Interest Created .............................     94
Section 17.08. Trust Indenture Act ......................................     94
Section 17.09. Benefits of Indenture ....................................     95
Section 17.10. Table of Contents, Headings, Etc. ........................     95
Section 17.11. Authenticating Agent .....................................     95
Section 17.12. Execution in Counterparts ................................     96
</TABLE>

Exhibit A    Form of Note
Exhibit B    Form of Conversion Notice
Exhibit C    Form of Option to Elect Repayment Upon a Fundamental Change
Schedule A   Table of Additional Shares
Schedule B   Schedule of Changes to Principal Amount


                                        v
<PAGE>

     INDENTURE dated as of May 29, 2007 between LifePoint Hospitals, Inc., a
Delaware corporation, as issuer (hereinafter sometimes called the "Company", as
more fully set forth in Section 1.01), and The Bank of New York Trust Company,
N.A., a national banking association organized under the laws of the United
States, as trustee (hereinafter sometimes called the "Trustee", as more fully
set forth in Section 1.01).

                                   WITNESSETH:

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the issue of its 3.5% Convertible Senior Subordinated Notes due 2014
(hereinafter sometimes called the "NOTES"), initially in an aggregate principal
amount not to exceed $575,000,000, and in order to provide the terms and
conditions upon which the Notes are to be authenticated, issued and delivered,
the Company has duly authorized the execution and delivery of this Indenture;
and

     WHEREAS, the Notes, the certificate of authentication to be borne by the
Notes, a form of assignment, a form of option to elect repayment upon a
Fundamental Change (as defined herein) and a form of conversion notice to be
borne by the Notes are to be substantially in the forms hereinafter provided
for; and

     WHEREAS, all acts and things necessary to make the Notes, when executed by
the Company and authenticated and delivered by the Trustee or a duly authorized
authenticating agent, as in this Indenture provided, the valid, binding and
legal obligations of the Company, and to constitute these presents a valid
agreement according to its terms, have been done and performed, and the
execution of this Indenture and the issue hereunder of the Notes have in all
respects been duly authorized.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to declare the terms and conditions upon which the Notes are,
and are to be, authenticated, issued and delivered, and in consideration of the
premises and of the purchase and acceptance of the Notes by the holders thereof,
the Company covenants and agrees with the Trustee for the equal and
proportionate benefit of the respective holders from time to time of the Notes
(except as otherwise provided below), as follows:

<PAGE>

                                    ARTICLE 1
                                   DEFINITIONS

     Section 1.01 Definitions.

     (a) The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any indenture supplemental hereto shall have the
respective meanings specified in this Section 1.01. All other terms used in
this Indenture, which are defined in the Trust Indenture Act or which are by
reference therein defined in the Securities Act (except as herein otherwise
expressly provided or unless the context otherwise requires) shall have the
meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this Indenture. The
words "herein," "hereof," "hereunder," and words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
Subdivision. The terms defined in this Article include the plural as well as the
singular.

     "ADDITIONAL SHARES" The term "Additional Shares" shall have the meaning
specified in Section 15.01(d)(ii).

     "ADJUSTMENT DETERMINATION DATE" The term "Adjustment Determination Date"
shall have the meaning specified in Section 15.04(k).

     "ADJUSTMENT EVENT" The term "Adjustment Event" shall have the meaning
specified in Section 15.04(k).

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

     "APPLICABLE PRICE" The term "Applicable Price" means the price paid per
share of Common Stock in connection with a Make-Whole Change of Control pursuant
to which Additional Shares shall be added to the Conversion Rate for Notes
converted pursuant to Section 15.01(d) hereof, which shall be equal to (i) if
holders of Common Stock receive only cash in such Make-Whole Change of Control,
the cash amount paid per share of Common Stock and (ii) in all other cases, the
average of the Closing Sale Prices of the Common Stock for the five


                                        2

<PAGE>

consecutive Trading Days immediately preceding the related Conversion Date for
such Notes.

     "BOARD OF DIRECTORS" The term "Board of Directors" means the Board of
Directors of the Company or a committee of such Board duly authorized to act for
it hereunder.

     "BOARD RESOLUTION" The term "Board Resolution" means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company to have been
duly adopted by the Board of Directors, or duly authorized committee thereof (to
the extent permitted by applicable law), and to be in full force and effect on
the date of such certification, and delivered to the Trustee.

     "BUSINESS DAY" The term "Business Day" means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which the banking
institutions in The City of New York or the city in which the Corporate Trust
Office is located are authorized or obligated by law or executive order to close
or be closed.

     "CAPITAL STOCK" The term "Capital Stock" means, for any entity, any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in (however designated) stock issued by that
entity.

     "CHANGE OF CONTROL" The term "Change of Control" means the occurrence after
the original issuance of the Notes of any of the following events:

          (i) any Person or group (within the meaning of Section 13(d) of the
     Exchange Act) other than the Company, its subsidiaries and the Company's or
     such subsidiary's employee benefit plans, files a Schedule TO or any
     schedule, form or report under the Exchange Act disclosing that such Person
     or group has become the direct or indirect "beneficial owner" through a
     purchase, merger or other acquisition transaction or series of
     transactions, of shares of Common Stock entitling that Person or group to
     exercise 50% or more of the total voting power of all shares of the Common
     Stock that are entitled to vote generally in elections of directors; or

          (ii) consummation of any transaction or event (whether by means of a
     liquidation, share exchange, tender offer, consolidation, recapitalization,
     reclassification, merger of the Company or any sale or lease or other
     transfer of the consolidated assets of the Company and its subsidiaries
     substantially as an entirety) or a series of related transactions or events
     pursuant to which the Common Stock is exchanged for, converted into or
     constitutes solely the right to receive cash, securities or


                                        3

<PAGE>

     other property other than pursuant to a transaction in which the Persons
     that "beneficially owned," directly or indirectly, immediately prior to
     such transaction, shares of Common Stock representing a majority of the
     total voting power of all outstanding classes of common stock of the
     surviving or transferee Person in substantially the same proportion amongst
     themselves as such ownership immediately prior to such transaction; or

          (iii) the first day on which a majority of the members of the Board of
     Directors are not Continuing Directors.

          For purposes of this definition, whether a Person is a "BENEFICIAL
     OWNER" shall be determined in accordance with Rule 13d-3 under the Exchange
     Act and "PERSON" includes any syndicate or group that would be deemed to be
     a "PERSON" under Section 13(d)(3) of the Exchange Act.

     "CLOSE OF BUSINESS" The term "close of business" means 5:00 p.m. (New York
City time).

     "CLOSING SALE PRICE" The term "Closing Sale Price" means, with respect to
the Common Stock or any other security for which a Closing Sale Price must be
determined, on any date, the closing sale price per share of the Common Stock or
such other security (or, if no closing sale price is reported, the average of
the bid and asked prices or, if more than one in either case, the average of the
average bid and the average asked prices) on such date as reported in composite
transactions for the principal U.S. securities exchange on which the Common
Stock or such other security is traded. If the Common Stock or such other
security is not listed or traded on a U.S. national or regional securities
exchange, the Closing Sale Price shall be determined by the last quoted bid
price per share of Common Stock or such other security in the over-the-counter
market on any date, as reported by the National Quotation Bureau or similar
organization. In absence of such quotation, the Closing Sale Price shall be
determined by a nationally recognized independent investment banking firm
selected from time to time by the Board of Directors of the Company for that
purpose. The Closing Sale Price shall be determined without reference to
extended or after hours market trading.

     "COMMISSION" The term "Commission" shall mean the Securities and Exchange
Commission.

     "COMMON STOCK" The term "Common Stock" shall mean, subject to Section
15.06, shares of common stock of the Company, par value $0.01 per share, at the
date of this Indenture or shares of any class or classes resulting from any
reclassification or reclassifications thereof and that have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company and that are


                                        4

<PAGE>

not subject to redemption by the Company; provided that if at any time there
shall be more than one such resulting class, the shares of each such class then
so issuable shall be substantially in the proportion which the total number of
shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.

     "COMPANY" The term "Company" shall mean LifePoint Hospitals, Inc., a
Delaware corporation, and subject to the provisions of Article 12, shall include
its successors and assigns.

     "CONTINUING DIRECTORS" The term "Continuing Directors" means, as of any
date of determination, any member of the Board of Directors who (a) was a member
of the Board of Directors as of May 22, 2007 or (b) who becomes a member of the
Board of Directors subsequent to that date and whose appointment, election or
nomination for election by shareholders is duly approved by a majority of the
Continuing Directors on the Board of Directors at the time of such approval,
either by a specific vote or by approval of the proxy statement issued by the
Company on behalf of the Board of Directors in which such individual is named as
nominee for director.

     "CONVERSION AGENT" The term "Conversion Agent" shall have the meaning
specified in Section 5.02.

     "CONVERSION DATE" The term "Conversion Date" shall have the meaning
specified in Section 15.02(c).

     "CONVERSION OBLIGATION" The term "Conversion Obligation" shall have the
meaning specified in Section 15.01(a).

     "CONVERSION PERIOD" means, in connection with any Notes surrendered for
conversion, (i) with respect to any Conversion Date occurring during the period
beginning on the 25th Scheduled Trading Day prior to the maturity date of the
Notes, the twenty (20) consecutive VWAP Trading Day period beginning on and
including the 22nd Scheduled Trading Day prior to the maturity date of the Notes
(or if such day is not a VWAP Trading Day, the next succeeding VWAP Trading
Day); and (ii) in all other instances, the twenty (20) consecutive VWAP Trading
Day period beginning on and including the third VWAP Trading Day following the
Conversion Date, in each case except as described under Section 15.03.

     "CONVERSION PRICE" The term "Conversion Price" means as of any date $1,000
divided by the Conversion Rate as of such date.

     "CONVERSION RATE" The term "Conversion Rate" shall have the meaning
specified in Section 15.01(a).


                                        5

<PAGE>

     "CONVERSION SETTLEMENT DATE" The term "Conversion Settlement Date" shall
have the meaning specified in Section 15.02(c).

     "CORPORATE TRUST OFFICE" The term "Corporate Trust Office," or other
similar term, shall mean the principal corporate trust office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office is, at the date as of which this Indenture is dated,
located at The Bank of New York Trust Company, N.A., 101 Barclay Street, Floor
8-W, New York, NY 10007, Attention: Corporate Trust Administration.

     "CREDIT AGREEMENT" The term "Credit Agreement" means the Credit Agreement
dated as of April 15, 2005 among the Company, Citicorp North America, Inc., as
administrative agent, the lenders referred to therein, Bank of America, N.A.,
CIBC World Markets Corp., Sun Trust Bank, UBS Securities LLC, as co-syndication
agents and Citigroup Global Markets Inc., as sole lead arranger and sole
bookrunner, as amended, modified or supplemented from time to time.

     "CURRENT MARKET PRICE" The term "Current Market Price" means, in respect of
shares of Common Stock on any day and in respect of an issuance or distribution
on the Common Stock, the average of the Closing Sale Prices per share of Common
Stock or the security issued or distributed on the Common Stock for each of the
ten consecutive Trading Days ending on the earlier of the day in question and
the day before the Ex-Dividend Date with respect to such issuance or
distribution requiring such computation, except that if any other issuance,
distribution, subdivision or combination of the Common Stock to which a
Conversion Rate adjustment pursuant to Section 15.04 would apply during such
consecutive Trading Day period, the "Current Market Price" shall be calculated
for such period in a manner determined by the Company to reflect the impact of
such issuance, distribution, subdivision or combination on the Closing Sale
Price during such period.

     "CUSTODIAN" The term "Custodian" means The Bank of New York Trust Company,
N.A., as custodian for The Depository Trust Company, with respect to the Notes
in global form, or any successor entity thereto.

     "DAILY CONVERSION VALUE" means, for each of the 20 consecutive VWAP Trading
Days during the Conversion Period, one-twentieth (1/20) of the product of (a)
the applicable Conversion Rate on such day and (b) the Daily VWAP of the Common
Stock (or the Reference Property pursuant to Section 15.06) on such day, as
determined by the Company.

     "DAILY SETTLEMENT AMOUNT" The term "Daily Settlement Amount" shall have the
meaning specified in Section 15.02(a).


                                        6

<PAGE>

     "DAILY VWAP" for the Common Stock (or the Reference Property pursuant to
Section 15.06) means, for each of the 20 consecutive VWAP Trading Days during
the Conversion Period, in case of the Common Stock, the per share
volume-weighted average price as displayed under the heading "BLOOMBERG VWAP" on
Bloomberg page LPNT.UQ (equity) AQR in respect of the period from the scheduled
open of trading on the principal trading market for the Common Stock to the
scheduled close of trading on such market on such VWAP Trading Day, or if such
volume-weighted average price is unavailable, or in the case of the Reference
Property, the market value of one share of Common Stock (or of such Reference
Property) on such VWAP Trading Day as the Board of Directors determines in good
faith using, if reasonably practicable, a volume-weighted method.

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

     "DEPOSITARY" The term "Depositary" means, with respect to the Notes
issuable or issued in whole or in part in global form, the person specified in
Section 2.06(d) as the Depositary with respect to such Notes, until a successor
shall have been appointed and become such pursuant to the applicable provisions
of this Indenture, and thereafter, "Depositary" shall mean or include such
successor.

     "DESIGNATED SENIOR INDEBTEDNESS" The term "Designated Senior Indebtedness"
shall mean the Credit Agreement and any other Senior Indebtedness in which the
instrument creating or evidencing the same or the assumption or guarantee
thereof (or related agreements or documents to which the Company is a party)
expressly provides that such Senior Indebtedness shall be "Designated Senior
Indebtedness" for purposes of this Indenture (provided that such instrument,
agreement or other document may place limitations and conditions on the right of
such Senior Indebtedness to exercise the rights of Designated Senior
Indebtedness). If any payment made to any holder of any Designated Senior
Indebtedness or its Representative with respect to such Designated Senior
Indebtedness is rescinded or must otherwise be returned by such holder or
Representative upon the insolvency, bankruptcy or reorganization of the Company
or otherwise, the reinstated Indebtedness of the Company arising as a result of
such rescission or return shall constitute Designated Senior Indebtedness
effective as of the date of such rescission or return.

     "DISTRIBUTED PROPERTY" The term "Distributed Property" shall have the
meaning specified in Section 15.04(c).

     "EFFECTIVE DATE" The term "Effective Date" shall have the meaning specified
in Section 15.01(d)(ii).


                                        7

<PAGE>

     "EVENT OF DEFAULT" The term "Event of Default" means with respect to the
Notes any event specified in Section 7.01, continued for the period of time, if
any, and after the giving of notice, if any, therein designated.

     "EX-DIVIDEND DATE" The term "Ex-Dividend Date" means, with respect to any
issuance or distribution on the Common Stock or any other equity security, the
first date on which the shares of Common Stock or such other equity security
trade on the applicable exchange or in the applicable market, regular way,
without the right to receive such issuance or distribution.

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

     "EXCHANGE ACCEPTANCE DATE" The term "Exchange Acceptance Date" shall have
the meaning specified in Section 15.03(b).

     "EXCHANGE SUBMISSION DATE" The term "Exchange Submission Date" shall have
the meaning specified in Section 15.03(a).

     "EXPIRATION TIME" The term "Expiration Time" shall have the meaning
specified in Section 15.04(e).

     "FAIR MARKET VALUE" The term "Fair Market Value" shall mean the amount
which a willing buyer would pay a willing seller in an arm's-length transaction.

     "FISCAL QUARTER" The term "Fiscal Quarter" shall have the meaning specified
in Section 15.01(a)(i).

     "FUNDAMENTAL CHANGE" The term "Fundamental Change" means the occurrence of
(a) a Change of Control or (b) a Termination of Trading.

     "FUNDAMENTAL CHANGE EXPIRATION TIME" The term "Fundamental Change
Expiration Time" shall have the meaning specified in Section 16.02(b).

     "FUNDAMENTAL CHANGE NOTICE" The term "Fundamental Change Notice" shall have
the meaning specified in Section 16.02(b).

     "FUNDAMENTAL CHANGE REPURCHASE DATE" The term "Fundamental Change
Repurchase Date" shall have the meaning specified in Section 16.02(a).

     "FUNDAMENTAL CHANGE REPURCHASE NOTICE" The term "Fundamental Change
Repurchase Notice" shall have the meaning specified in Section 16.02(a)(i).


                                        8

<PAGE>

     "FUNDAMENTAL CHANGE REPURCHASE PRICE" The term "Fundamental Change
Repurchase Price" shall have the meaning specified in Section 16.02(a).

     "GLOBAL NOTE" The term "Global Note" shall have the meaning specified in
Section 2.06(b).

     "INDEBTEDNESS" The term "Indebtedness" shall mean, with respect to any
Person, and without duplication, (a) all indebtedness, obligations and other
liabilities (contingent or otherwise) of such Person for borrowed money
(including obligations of the Company in respect of overdrafts, foreign exchange
contracts, currency exchange agreements, interest rate protection agreements,
and any loans or advances from banks, whether or not evidenced by debentures or
similar instruments, and all commitment, stand by and other fees due and payable
to financial institutions with respect to credit facilities available to such
Person) or evidenced by bonds, debentures, or similar instruments (whether or
not the recourse of the lender is to the whole of the assets of such Person or
to only a portion thereof) (other than any account payable or other accrued
current liability or obligation incurred in the ordinary course of business in
connection with the obtaining of materials or services); (b) all reimbursement
obligations and other liabilities (contingent or otherwise) of such Person with
respect to letters of credit, bank guarantees or bankers' acceptances; (c) all
obligations and liabilities (contingent or otherwise) in respect of leases of
real or personal property or other assets of such Person required, in conformity
with generally accepted accounting principles, to be accounted for as
capitalized lease obligations on the balance sheet of such Person; (d) all
direct or indirect guaranties or similar agreements by such Person in respect
of, and obligations or liabilities (contingent or otherwise) of such Person to
assure a creditor against loss in respect of indebtedness of another Person of
the kind described in clauses (a) through (c); (e) any indebtedness described in
clauses (a) through (d) secured by any mortgage, pledge, lien or other
encumbrance existing on property that is owned or held by such Person,
regardless of whether the indebtedness or other obligation secured thereby shall
have been assumed by such Person; and (f) any and all deferrals, renewals,
extensions and refundings of, or amendments, modifications or supplements to,
any indebtedness, obligation or liability of the kind described in clauses (a)
through (e).

     "INDENTURE" The term "Indenture" shall mean this instrument as originally
executed or, if amended or supplemented as herein provided, as so amended or
supplemented.

     "INTEREST PAYMENT DATE" The term "Interest Payment Date" means each May 15
and November 15 of each year, beginning in November 2007.


                                        9

<PAGE>

     "MAKE-WHOLE CHANGE OF CONTROL" The term "Make-Whole Change of Control"
means a transaction described in clause (2) of the definition of Change of
Control in connection with which more than 10% of the consideration received
consists of cash, securities or other property that are not, or upon issuance
will not be, traded on a U.S. national securities exchange.

     "MEASUREMENT PERIOD" The term "Measurement Period" shall have the meaning
specified in Section 15.01(a)(i).

     "MERGER EVENT" The term "Merger Event" shall have the meaning specified in
Section 15.06.

     "NET REFERENCE PROPERTY AMOUNT" The term "Net Reference Property Amount"
shall have the meaning specified in Section 15.06(c)(ii).

     "NET SHARE AMOUNT" The term "Net Share Amount" shall have the meaning
specified in Section 15.02(a)(ii).

     "NET SHARES" The term "Net Shares" shall have the meaning specified in
Section 15.02(a)(ii).

     "NOTE" or "NOTES" The terms "Note" or "Notes" shall mean any Note or Notes,
as the case may be, authenticated and delivered under this Indenture.

     "NOTEHOLDER" or "HOLDER" The terms "Noteholder" or "holder" as applied to
any Note, or other similar terms (but excluding the term "beneficial holder"),
shall mean any person in whose name at the time a particular Note is registered
on the Note register.

     "NOTE REGISTRAR" The term "Note registrar" shall have the meaning specified
in Section 2.06(a).

     "NOTE REGISTER" The term "Note register" shall have the meaning specified
in Section 2.06(a).

     "NOTICE OF CONVERSION" The term "Notice of Conversion" shall have the
meaning specified in Section 15.02(b).

     "OFFICERS' CERTIFICATE" The term "Officers' Certificate," when used with
respect to the Company, shall mean a certificate signed by (a) one of the
President, the Chief Executive Officer, any Executive or Senior Vice President,
Managing Director or any Vice President (whether or not designated by a number
or numbers or word added before or after the title "Vice President") and (b) by
any such other officer designated in (a) or by one of the Treasurer or any
Assistant Treasurer, Secretary or any Assistant Secretary or Controller of the


                                       10
<PAGE>

Company, which is delivered to the Trustee. Each such certificate shall include
the statements provided for in Section 17.05 if and to the extent required by
the provisions of such Section. One of the officers giving an Officers'
Certificate pursuant to Section 5.07 shall be the principal executive,
financial or accounting officer of the Company.

     "OPINION OF COUNSEL" The term "Opinion of Counsel" shall mean an opinion in
writing signed by legal counsel, who may be an employee of or counsel to the
Company, or other counsel acceptable to the Trustee, which is delivered to the
Trustee. Each such opinion shall include the statements provided for in Section
17.05 if and to the extent required by the provisions of such Section.

     "OUTSTANDING" The term "outstanding," when used with reference to Notes,
shall, subject to the provisions of Section 9.04, mean, as of any particular
time, all Notes authenticated and delivered by the Trustee under this Indenture,
except:

     (i) Notes theretofore canceled by the Trustee or accepted by the Trustee
for cancellation;

     (ii) Notes, or portions thereof, for the payment repurchase of which monies
in the necessary amount shall have been deposited in trust with the Trustee or
with any Paying Agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own Paying
Agent);

     (iii) Notes in lieu of which, or in substitution for which, other Notes
shall have been authenticated and delivered pursuant to the terms of Section
2.07 unless proof satisfactory to the Trustee is presented that any such Notes
are held by protected purchasers in due course; and

     (iv) Notes converted pursuant to Article 15.

     "PAYING AGENT" The term "Paying Agent" shall have the meaning specified in
Section 5.02.

     "PAYMENT BLOCKAGE NOTICE" The term "Payment Blockage Notice" shall have the
meaning specified in Section 4.02(b).

     "PERSON" or person The term "person" shall mean an individual, a
corporation, a limited liability company, an association, a partnership, a joint
venture, a joint stock company, a trust, an unincorporated organization or a
government or an agency or a political subdivision thereof.


                                       11

<PAGE>

     "PREDECESSOR NOTE" The term "Predecessor Note" of any particular Note shall
mean every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purposes of this definition, any
Note authenticated and delivered under Section 2.07 in lieu of a lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the lost,
destroyed or stolen Note that it replaces.

     "PRINCIPAL RETURN" The term "Principal Return" shall have the meaning
specified in Section 15.02(a)(i).

     "PURCHASED SHARES" The term "Purchased Shares" shall have the meaning
specified in Section 15.04(e)(i).

     "RECORD DATE" The term "Record Date" shall have the meaning specified in
Section 15.04(f).

     "REFERENCE PROPERTY" The term "Reference Property" shall have the meaning
specified in Section 15.06(b).

     "RESPONSIBLE OFFICER" The term "Responsible Officer", when used with
respect to the Trustee, shall mean an officer of the Trustee in the Corporate
Trust Office, having direct responsibility for the administration of this
Indenture, and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

     "REPRESENTATIVE" The term "Representative" shall mean the (a) indenture
trustee or other trustee, agent or representative for any Senior Indebtedness or
(b) with respect to any Senior Indebtedness that do not have any such trustee,
agent or other representative, (i) in the case of Senior Indebtedness issued
pursuant to an agreement providing for voting arrangements as among holders or
owners of such Senior Indebtedness, any holder or owner of such Senior
Indebtedness acting with the consent of the required persons necessary to bind
such holders or owners of such Senior Indebtedness and (ii) in the case of all
other such Senior Indebtedness, the holder or owner of such Senior Indebtedness.

     "SCHEDULED TRADING DAY" The term "Scheduled Trading Day" shall mean a day
that is scheduled to be a Trading Day on the primary U.S. national or regional
securities exchange on which the Common Stock is listed or admitted to trading.

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


                                       12

<PAGE>

     "SENIOR INDEBTEDNESS" The term "Senior Indebtedness" shall mean the
principal of, premium, if any, interest (including all interest accruing
subsequent to the commencement of any bankruptcy or similar proceeding, whether
or not a claim for post-petition interest is allowable as a claim in any such
proceeding) and rent payable on or in connection with, and all fees, costs,
expenses and other amounts accrued or due on or in connection with, Indebtedness
of the Company, whether outstanding on the date of this Indenture or thereafter
created, incurred, assumed, guaranteed or in effect guaranteed by the Company
(including all deferrals, renewals, extensions or refundings of, or amendments,
modifications or supplements to, the foregoing), unless in the case of any
particular Indebtedness the instrument creating or evidencing the same or the
assumption or guarantee thereof expressly provides that such Indebtedness shall
not be senior in right of payment to the Notes or expressly provides that such
Indebtedness is pari passu or junior to the Notes. Notwithstanding the
foregoing, the term Senior Indebtedness shall not include (a) any Indebtedness
of the Company to any majority-owned Subsidiary of the Company, or (b) the Notes
or the Company's $225,000,000 3 1/4% Convertible Senior Subordinated Debentures
due 2025. If any payment made to any holder of any Senior Indebtedness or its
Representative with respect to such Senior Indebtedness is rescinded or must
otherwise be returned by such holder or Representative upon the insolvency,
bankruptcy or reorganization of the Company or otherwise, the reinstated
Indebtedness of the Company arising as a result of such rescission or return
shall constitute Senior Indebtedness effective as of the date of such rescission
or return.

     "SIGNIFICANT SUBSIDIARY" The term "Significant Subsidiary" means, with
respect to any person, a Subsidiary of such person that would constitute a
"significant subsidiary" as such term is defined under Rule 1-02 of Regulation
S-X of the Securities and Exchange Commission.

     "SUBSIDIARY" The term "Subsidiary" means a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries. For the purposes of this definition, "voting stock" means
stock which ordinarily has voting power for the election of directors, whether
at all times or only so long as no senior class of stock has such voting power
by reason of any contingency.

     "TERMINATION OF TRADING" A "Termination of Trading" means any time that the
Common Stock is not listed for trading on a United States national or regional
securities exchange.

     "TRADING DAY" The term "Trading Day" means, with respect to the Common
Stock, a day (i) during which trading in securities generally occurs on the
Nasdaq Global Select Market, or if the Common Stock is not then listed on the


                                       13

<PAGE>

Nasdaq Global Select Market, the principal other United States national or
regional securities exchange on which the Common Stock is traded or, if the
Common Stock is not listed on a United States national or regional securities
exchange, on the principal other market on which the Common Stock is then traded
and (ii) on which a Closing Sale Price for the Common Stock may be obtained.

     "TRADING PRICE" The term "Trading Price" means, with respect to each $1,000
principal amount of Notes (as used in this definition, a "Note") as of any date
(each such date a "date of determination"), the average of the secondary market
bid quotations per Note obtained by the Trustee for $5,000,000 principal amount
of Notes at approximately 3:30 p.m., New York City time, on such determination
date from three independent nationally recognized securities dealers selected by
the Company; provided that if three such bids cannot reasonably be obtained by
the Trustee, but two such bids are obtained, then the average of the two bids
shall be used, and if only one such bid can reasonably be obtained by the
Trustee, that one bid shall be used. If the Trustee cannot reasonably obtain at
least one such bid for $5,000,000 principal amount of Notes from a nationally
recognized securities dealer, then the Trading Price of a Note will be deemed to
be less than 96% of the product of (a) the then-applicable Conversion Rate of
the Notes and (b) the Closing Sale Price on such date of determination.

     "TRIGGER EVENT" The term "Trigger Event" shall have the meaning specified
in Section 15.04(c).

     "TRUST INDENTURE ACT" The term "Trust Indenture Act" shall mean the Trust
Indenture Act of 1939, as amended, as it was in force at the date of execution
of this Indenture, except as provided in Section 11.03 and Section 15.06;
provided, however, that in the event the Trust Indenture Act of 1939 is amended
after the date hereof, the term "Trust Indenture Act" shall mean, to the extent
required by such amendment, the Trust Indenture Act of 1939, as so amended.

     "TRUSTEE" The term "Trustee" shall mean The Bank of New York Trust Company,
N.A., and its successors and any corporation resulting from or surviving any
consolidation or merger to which it or its successors may be a party and any
successor trustee at the time serving as successor trustee hereunder.

     "UNDERWRITERS" The term "Underwriters" means Citigroup Global Markets Inc.,
UBS Securities LLC, Banc of America Securities LLC, Deutsche Bank Securities
Inc. and Raymond James & Associates, Inc.


                                       14

<PAGE>

     "UNDERWRITING AGREEMENT" The term "Underwriting Agreement" means that
certain Underwriting Agreement, dated as of May 22, 2007, between the Company
and the Underwriters.

     "VWAP TRADING DAY" The term "VWAP Trading Day" means a day during which (i)
trading in the Common Stock generally occurs on the principal U.S. national or
regional securities exchange or market on which the Common Stock is listed or
admitted for trading and (ii) there is no VWAP Market Disruption Event. If the
Common Stock is not so listed or traded, then "VWAP Trading Day" means a
Business Day.

     "VWAP MARKET DISRUPTION EVENT" The term "VWAP Market Disruption Event"
means (i) a failure by the principal U.S. national or regional securities
exchange or market on which the Common Stock is listed or admitted to trading to
open for trading during its regular trading session or (ii) the occurrence or
existence prior to 1:00 p.m. on any Scheduled Trading Day for the Common Stock
for an aggregate one half-hour period of any suspension or limitation imposed on
trading (by reason of movements in price exceeding limits permitted by the stock
exchange or otherwise) in the Common Stock or in any options contracts or
futures contracts relating to the Common Stock.

                                    ARTICLE 2
        ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

     Section 2.01. Designation, Amount and Issue of Notes. The Notes shall be
designated as the "3.5% Convertible Senior Subordinated Notes due 2014." Notes
not to exceed the aggregate principal amount of $575,000,000, upon the execution
of this Indenture, or (except pursuant to Section 2.06 and Section 2.07) from
time to time thereafter, may be executed by the Company and delivered to the
Trustee for authentication, and the Trustee shall thereupon authenticate and
deliver said Notes upon the written order of the Company, signed by the
Company's (a) Chief Executive Officer, President, Executive or Senior Vice
President, Managing Director or any Vice President (whether or not designated by
a number or numbers or word or words added before or after the title "Vice
President") and (b) any such other officer designated in (a) or the Treasurer or
Assistant Treasurer or its Secretary or any Assistant Secretary, without any
further action by the Company hereunder, provided, however, that said Notes may
not be executed, delivered or authenticated unless and until the Trustee shall
have received an Officers' Certificate stating that the Notes are substantially
in the form set forth in Exhibit A of the Indenture and an Opinion of Counsel
substantially to the effect that the Indenture, to the extent applicable, and
Notes have been duly authorized and, if executed and authenticated in accordance
with the provisions of the Indenture and delivered to and duly paid for by the


                                       15

<PAGE>

Purchasers thereof on the date of such opinion, would be entitled to the
benefits of the Indenture and would be valid and binding obligations of the
Company, enforceable against the Company in accordance with their respective
terms, subject to bankruptcy, insolvency, reorganization, receivership,
moratorium and other similar laws affecting creditors' rights generally, general
principles of equity, and such other matters as shall be specified therein;
provided further that additional Notes may be issued in an unlimited aggregate
principal amount so long as such Notes are part of the same issue, within the
meaning of Treasury Regulations Sections 1.1275-1(f) and 1.1275-2(k)(2), as the
Notes initially issued hereunder. The Trustee shall be fully protected in
relying upon such Officers' Certificate and Opinion of Counsel.

     Section 2.02. Form of Notes. The Notes and the Trustee's certificate of
authentication to be borne by such Notes shall be substantially in the form set
forth in Exhibit A, which is incorporated in and made a part of this Indenture.

     Any of the Notes may have such letters, numbers or other marks of
identification and such notations, legends or endorsements as the officers
executing the same may approve (execution thereof to be conclusive evidence of
such approval) and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the Notes may be
listed or designated for issuance, or to conform to usage or to indicate any
special limitations or restrictions to which any particular Notes are subject.

     The Global Note shall represent such of the outstanding Notes as shall be
specified therein and shall provide that it shall represent the aggregate amount
of outstanding Notes from time to time endorsed thereon and that the aggregate
amount of outstanding Notes represented thereby may from time to time be
increased or reduced to reflect repurchases, conversions, transfers or exchanges
permitted hereby. Any endorsement of the Global Note to reflect the amount of
any increase or decrease in the amount of outstanding Notes represented thereby
shall be made by the Trustee or the Custodian, at the direction of the Trustee,
in such manner and upon instructions given by the holder of such Notes in
accordance with this Indenture. Payment of principal and accrued and unpaid
interest (including any Fundamental Change Repurchase Price) on the Global Note
shall be made to the holder of such Note on the date of payment, unless a record
date or other means of determining holders eligible to receive payment is
provided for herein.

     The terms and provisions contained in the form of Note attached as Exhibit
A hereto shall constitute, and are hereby expressly made, a part of this
Indenture and to the extent applicable, the Company and the Trustee, by their


                                       16

<PAGE>

execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.

     Section 2.03. Date and Denomination of Notes; Payments of Interest. The
Notes shall be issuable in registered form without coupons in denominations of
$1,000 principal amount and integral multiples thereof. Each Note shall be dated
the date of its authentication and shall bear interest from the date specified
on the face of the form of Note attached as Exhibit A hereto. Interest on the
Notes shall be computed on the basis of a 360-day year comprised of twelve
30-day months.

     The Person in whose name any Note (or its Predecessor Note) is registered
on the Note Register at the close of business on any record date with respect to
any Interest Payment Date shall be entitled to receive the interest payable on
such Interest Payment Date. Interest shall be payable at the office of the
Company maintained by the Company for such purposes in the Borough of Manhattan,
City of New York, which shall initially be an office or agency of the Trustee.
The Company shall pay interest (i) on any Notes in certificated form by check
mailed to the address of the Person entitled thereto as it appears in the Note
Register (or upon written notice by such Person, by wire transfer in immediately
available funds, if such Person is entitled to interest on aggregate principal
in excess of $2 million) or (ii) on any Global Note by wire transfer of
immediately available funds to the account of the Depositary or its nominee. The
term "RECORD DATE" with respect to any Interest Payment Date shall mean the May
1 or November 1 preceding the applicable May 15 or November 15 Interest Payment
Date, respectively.

     Any interest on any Note which is payable, but is not punctually paid or
duly provided for, on any May 15 or November 15 (herein called "DEFAULTED
INTEREST") shall forthwith cease to be payable to the Noteholder on the relevant
record date by virtue of his having been such Noteholder, and such Defaulted
Interest shall be paid by the Company, at its election in each case, as provided
in clause (1) or (2) below:

     (1) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Notes (or their respective Predecessor Notes) are
registered at the close of business on a special record date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Note and the date of the proposed payment (which
shall be not less than twenty-five (25) days after the receipt by the Trustee of
such notice, unless the Trustee shall consent to an earlier date), and at the
same time the Company shall deposit with the Trustee an amount of money equal to
the aggregate amount to be paid in respect of such Defaulted Interest or shall
make


                                       17

<PAGE>

arrangements satisfactory to the Trustee for such deposit on or prior to the
date of the proposed payment, such money when deposited to be held in trust for
the benefit of the Persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Company shall fix a special record date for the payment
of such Defaulted Interest which shall be not more than fifteen (15) days and
not less than ten (10) days prior to the date of the proposed payment, and not
less than ten (10) days after the receipt by the Trustee of the notice of the
proposed payment. The Company shall promptly notify the Trustee of such special
record date and the Trustee, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
special record date therefor to be mailed, first-class postage prepaid, to each
holder at his address as it appears in the Note Register, not less than ten (10)
days prior to such special record date. Notice of the proposed payment of such
Defaulted Interest and the special record date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the Notes
(or their respective Predecessor Notes) are registered at the close of business
on such special record date and shall no longer be payable pursuant to the
following clause (2) of this Section 2.03.

     (2) The Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
or automated quotation system on which the Notes may be listed or designated for
issuance, and upon such notice as may be required by such exchange or automated
quotation system, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this clause, such manner of payment shall be deemed
practicable by the Trustee.

     Section 2.04. Date and Denomination of Notes. The Notes shall be issuable
in fully registered form without coupons in denominations of $1,000 principal
amount and integral multiples thereof. Every Note shall be dated the date of its
authentication.

     Section 2.05. Execution of Notes. The Notes shall be signed in the name and
on behalf of the Company by the manual or facsimile signature of its Chairman or
Vice-Chairman of the Board of Directors, Chief Executive Officer, President, any
of its Executive or Senior Vice Presidents, Managing Director, or any of its
Vice Presidents (whether or not designated by a number or numbers or word or
words added before or after the title "Vice President"). Only such Notes as
shall bear thereon a certificate of authentication substantially in the form set
forth on the form of Note attached as Exhibit A hereto, manually executed by the
Trustee (or an authenticating agent appointed by the Trustee as provided by
Section 17.11), shall be entitled to the benefits of this Indenture or be valid
or obligatory for any purpose. Such certificate by the Trustee (or such an
authenticating agent) upon any Note executed by the Company shall be


                                       18

<PAGE>

conclusive evidence that the Note so authenticated has been duly authenticated
and delivered hereunder and that the holder is entitled to the benefits of this
Indenture.

     In case any officer of the Company who shall have signed any of the Notes
shall cease to be such officer before the Notes so signed shall have been
authenticated and delivered by the Trustee, or disposed of by the Company, such
Notes nevertheless may be authenticated and delivered or disposed of as though
the person who signed such Notes had not ceased to be such officer of the
Company; and any Note may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Note, shall be the proper officers
of the Company, although at the date of the execution of this Indenture any such
person was not such an officer.

     Section 2.06. Exchange and Registration of Transfer of Notes; Restrictions
on Transfer; Depositary.

     (a) The Company shall cause to be kept at the Corporate Trust Office a
register (the register maintained in such office and in any other office or
agency of the Company designated pursuant to Section 5.02 being herein
sometimes collectively referred to as the "NOTE REGISTER") in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Notes and of transfers of Notes. Such register shall be in
written form or in any form capable of being converted into written form within
a reasonable period of time. The Trustee is hereby appointed "Note registrar"
for the purpose of registering Notes and transfers of Notes as herein provided.
The Company may appoint one or more co-registrars in accordance with Section
5.02.

     Upon surrender for registration of transfer of any Note to the Note
registrar or any co-registrar, and satisfaction of the requirements for such
transfer set forth in this Section 2.06, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Notes of any authorized denominations and of a
like aggregate principal amount and bearing such restrictive legends as may be
required by this Indenture.

     Notes may be exchanged for other Notes of any authorized denominations and
of a like aggregate principal amount, upon surrender of the Notes to be
exchanged at any such office or agency maintained by the Company pursuant to
Section 5.02. Whenever any Notes are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Notes which
the Noteholder making the exchange is entitled to receive, bearing registration
numbers not contemporaneously outstanding.


                                       19

<PAGE>

     All Notes presented or surrendered for registration of transfer or for
exchange, repurchase or conversion shall (if so required by the Company, the
Trustee, the Note registrar or any co-registrar) be duly endorsed, or be
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and duly executed, by the Noteholder thereof or his
attorney-in-fact duly authorized in writing.

     No service charge shall be charged to the Noteholder for any exchange or
registration of transfer of Notes, but the Company or the Trustee may require
payment of a sum sufficient to cover any tax, assessments or other governmental
charges that may be imposed in connection therewith.

     None of the Company, the Trustee, the Note registrar or any co-registrar
shall be required to exchange or register a transfer of (a) any Notes
surrendered for conversion or, if a portion of any Note is surrendered for
conversion, such portion thereof surrendered for conversion or (b) any Notes, or
a portion of any Note, surrendered for repurchase (and not withdrawn) in
accordance with Article 16 hereof.

     All Notes issued upon any registration of transfer or exchange of Notes in
accordance with this Indenture shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this Indenture
as the Notes surrendered upon such registration of transfer or exchange.

     (b) So long as the Notes are eligible for book-entry settlement with the
Depositary, unless otherwise required by law, all Notes shall be represented by
a Note in global form (a "GLOBAL NOTE") registered in the name of the Depositary
or the nominee of the Depositary. The transfer and exchange of beneficial
interests in a Global Note, which does not involve the issuance of a definitive
Note, shall be effected through the Depositary (but not the Trustee or the
Custodian) in accordance with this Indenture (including the restrictions on
transfer set forth herein) and the procedures of the Depositary therefor.

     (c) Any Global Note may be endorsed with or have incorporated in the text
thereof such legends or recitals or changes not inconsistent with the provisions
of this Indenture as may be required by the Custodian, the Depositary or by the
National Association of Securities Dealers, Inc. to comply with any applicable
law or any regulation thereunder or with the rules and regulations of any
securities exchange or automated quotation system upon which the Notes may be
listed or traded or designated for issuance or to conform with any usage with
respect thereto, or to indicate any special limitations or restrictions to which
any particular Notes are subject.


                                       20
<PAGE>

     Notwithstanding any other provisions of this Indenture, a Global Note may
not be transferred as a whole or in part except 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; provided that a
Global Note may be exchanged in whole or in part for a definitive Note
registered in the name of any Person other than the Depositary if (x) any holder
of a beneficial interest in such Global Note through the Depositary requests to
exchange such beneficial interest for a Note in registered form, in accordance
with customary procedures or (y) the Company determines, in its sole discretion,
not to have Notes represented by a Global Note.

     (d) The Depositary shall be a clearing agency registered under the Exchange
Act. The Company initially appoints The Depository Trust Company to act as
Depositary with respect to the Global Note. Initially, the Global Note shall be
issued to the Depositary, registered in the name of Cede & Co., as the nominee
of the Depositary, and deposited with the Trustee as custodian for Cede & Co.

     If at any time the Depositary for a Global Note notifies the Company that
it is unwilling or unable to continue as Depositary for such Note, the Company
may appoint a successor Depositary with respect to such Note. If a successor
Depositary for such Global Note is not appointed by the Company within ninety
(90) days after the Company receives such notice, the Company will execute, and
the Trustee, upon receipt of an Officers' Certificate for the authentication and
delivery of Notes, will authenticate and deliver Notes in definitive form in an
aggregate principal amount equal to the principal amount of such Global Note, in
exchange for such Global Note, and upon delivery of the Global Note to the
Trustee such Global Note shall be canceled.

     Definitive Notes issued in exchange for all or a part of the Global Note
pursuant to this Section 2.06(d) shall be registered in such names and in such
authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. Upon
execution and authentication, the Trustee shall deliver such definitive Notes to
the persons in whose names such definitive Notes are so registered.

     At such time as all interests in a Global Note have been converted,
canceled, repurchased or transferred, such Global Note shall be, upon receipt
thereof, canceled by the Trustee in accordance with standing procedures and
instructions existing between the Depositary and the Custodian. At any time
prior to such cancellation, if any interest in a Global Note is exchanged for
definitive Notes, converted, canceled, repurchased or transferred to a
transferee who receives definitive Notes therefor or any definitive Note is
exchanged or


                                       21

<PAGE>

transferred for part of such Global Note, the principal amount of such Global
Note shall, in accordance with the standing procedures and instructions existing
between the Depositary and the Custodian, be appropriately reduced or increased,
as the case may be, and an endorsement shall be made on such Global Note, by the
Trustee or the Custodian, at the direction of the Trustee, to reflect such
reduction or increase.

     Section 2.07. Mutilated, Destroyed, Lost or Stolen Notes. In case any Note
shall become mutilated or be destroyed, lost or stolen, the Company in its
discretion may execute, and upon its written request the Trustee or an
authenticating agent appointed by the Trustee shall authenticate and deliver, a
new Note, bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated Note, or in lieu of and in substitution for the
Note so destroyed, lost or stolen. In every case the applicant for a substituted
Note shall furnish to the Company, to the Trustee and, if applicable, to such
authenticating agent such security or indemnity as may be required by them to
save each of them harmless from any loss, liability, cost or expense caused by
or connected with such substitution, and, in every case of destruction, loss or
theft, the applicant shall also furnish to the Company, to the Trustee and, if
applicable, to such authenticating agent evidence to their satisfaction of the
destruction, loss or theft of such Note and of the ownership thereof.

     The Trustee or such authenticating agent may authenticate any such
substituted Note and deliver the same upon the receipt of such security or
indemnity as the Trustee, the Company and, if applicable, such authenticating
agent may require. Upon the issuance of any substituted Note, the Company or the
Trustee may require the payment by the holder of a sum sufficient to cover any
tax, assessment or other governmental charge that may be imposed in relation
thereto and any other expenses connected therewith. In case any Note which has
matured or is about to mature or has been tendered for repurchase upon a
Fundamental Change or is about to be converted into Common Stock shall become
mutilated or be destroyed, lost or stolen, the Company may, in its sole
discretion, instead of issuing a substitute Note, pay or authorize the payment
of or convert or authorize the conversion of the same (without surrender thereof
except in the case of a mutilated Note), as the case may be, if the applicant
for such payment or conversion shall furnish to the Company, to the Trustee and,
if applicable, to such authenticating agent such security or indemnity as may be
required by them to save each of them harmless for any loss, liability, cost or
expense caused by or connected with such substitution, and, in every case of
destruction, loss or theft, evidence satisfactory to the Company, the Trustee
and, if applicable, any Paying Agent or Conversion Agent evidence of their
satisfaction of the destruction, loss or theft of such Note and of the ownership
thereof.


                                       22

<PAGE>

     Every substitute Note issued pursuant to the provisions of this Section
2.07 by virtue of the fact that any Note is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Note shall be found at any time, and shall be
entitled to all the benefits of (but shall be subject to all the limitations set
forth in) this Indenture equally and proportionately with any and all other
Notes duly issued hereunder. To the extent permitted by law, all Notes shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment or conversion or repurchase
of mutilated, destroyed, lost or stolen Notes and shall preclude any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment or
conversion of negotiable instruments or other securities without their
surrender.

     Section 2.08. Temporary Notes. Pending the preparation of Notes in
certificated form, the Company may execute and the Trustee or an authenticating
agent appointed by the Trustee shall, upon written request of the Company,
authenticate and deliver temporary Notes (printed or lithographed). Temporary
Notes shall be issuable in any authorized denomination, and substantially in the
form of the Notes in certificated form but with such omissions, insertions and
variations as may be appropriate for temporary Notes, all as may be determined
by the Company. Every such temporary Note shall be executed by the Company and
authenticated by the Trustee or such authenticating agent upon the same
conditions and in substantially the same manner, and with the same effect, as
the Notes in certificated form. Without unreasonable delay the Company will
execute and deliver to the Trustee or such authenticating agent Notes in
certificated form (other than in the case of Notes in global form) and thereupon
any or all temporary Notes (other than any Global Note) may be surrendered in
exchange therefor, at each office or agency maintained by the Company pursuant
to Section 5.02 and the Trustee or such authenticating agent shall authenticate
and deliver in exchange for such temporary Notes an equal aggregate principal
amount of Notes in certificated form. Such exchange shall be made by the Company
at its own expense and without any charge therefor. Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits and
subject to the same limitations under this Indenture as Notes in certificated
form authenticated and delivered hereunder.

     Section 2.09. Cancellation of Notes Paid, Etc. All Notes surrendered for
the purpose of payment, repurchase, conversion, exchange or registration of
transfer, shall, if surrendered to the Company or any Paying Agent or any Note
registrar or any Conversion Agent, be surrendered to the Trustee and promptly
canceled by it, or, if surrendered to the Trustee, shall be promptly canceled by
it, and no Notes shall be issued in lieu thereof except as expressly permitted
by any of the provisions of this Indenture. The Trustee shall destroy canceled
Notes in


                                       23

<PAGE>

accordance with its customary procedures and, after such destruction, shall
deliver a certificate of such destruction to the Company, at the Company's
written request. If the Company shall acquire any of the Notes, such acquisition
shall not operate as satisfaction of the indebtedness represented by such Notes
unless and until the same are delivered to the Trustee for cancellation.

     Section 2.10. CUSIP Numbers. The Company in issuing the Notes may use
"CUSIP" numbers (if then generally in use), and, if so, the trustee shall use
"CUSIP" numbers in the Company notices as a convenience to holders of the Notes;
provided, that any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Notes or Company notice
and that reliance may be placed only on the other identification numbers printed
on the Notes. The Company will promptly notify the Trustee in writing of any
change in the "CUSIP" numbers.

                                    ARTICLE 3
                                   [RESERVED]

                                    ARTICLE 4
                             SUBORDINATION OF NOTES

     Section 4.01. Agreement of Subordination. The Company covenants and
agrees, and each holder of Notes issued hereunder by its acceptance thereof
likewise covenants and agrees, that all Notes shall be issued subject to the
provisions of this Indenture; and each person holding any Note, whether upon
original issue or upon transfer, assignment or exchange thereof, accepts and
agrees to be bound by such provisions.

     The payment of the principal of, or interest on all Notes (including, but
not limited to, Principal Return or Fundamental Change Repurchase Price with
respect to the Notes as provided in the Indenture) issued hereunder shall, to
the extent and in the manner hereinafter set forth, be subordinated and subject
in right of payment to the prior payment in full of all Senior Indebtedness,
whether outstanding at the date of this Indenture or thereafter incurred.

     No provision of this Section 4.01 shall prevent the occurrence of any
default or Event of Default hereunder.

     Section 4.02. Payments to Noteholders. No payment shall be made with
respect to the principal of or interest on the Notes (including, but not limited
to, the Principal Return or Fundamental Change Repurchase Price with respect to


                                       24

<PAGE>

Notes as provided in this Indenture), except payments and distributions made by
the Trustee as permitted by the first or second paragraph of Section 4.05, if:

     (a) a default in the payment of principal, premium, if any, interest, rent
or other obligations in respect of Designated Senior Indebtedness occurs and is
continuing beyond any applicable period of grace (a "PAYMENT DEFAULT"), unless
and until such Payment Default shall have been cured or waived or shall have
ceased to exist; or

     (b) a default, other than a Payment Default, on any Designated Senior
Indebtedness occurs and is continuing that then permits holders of such
Designated Senior Indebtedness to accelerate its maturity, or in the case of
Designated Senior Indebtedness in the form of a lease, a default other than a
Payment Default occurs and is continuing that permits the lessor to either
terminate the lease or require the Company to make an irrevocable offer to
terminate the lease, and the Trustee receives written notice of the default (a
"PAYMENT BLOCKAGE NOTICE") from a holder of Designated Senior Indebtedness, a
Representative of Designated Senior Indebtedness or the Company (a "NON-PAYMENT
DEFAULT").

     If the Trustee receives any Payment Blockage Notice pursuant to clause (b)
above, no subsequent Payment Blockage Notice shall be effective for purposes of
this Section 4.02 unless and until at least 365 days shall have elapsed since
the initial effectiveness of the immediately prior Payment Blockage Notice. No
Non-Payment Default that existed or was continuing on the date of delivery of
any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a
subsequent Payment Blockage Notice.

     The Company may and shall resume payments on and distributions in respect
of the Notes, including any past scheduled payments of the principal of, or
interest, on such Notes (including, but not limited to, the Principal Return or
Fundamental Change Repurchase Price with respect to Notes as provided in this
Indenture), to which the holders of the Notes would have been entitled but for
the provisions of this Article 4:

          (i) in the case of a Payment Default, on the date upon which such
     Payment Default is cured or waived in writing or ceases to exist, and

          (ii) in the case of a Non-Payment Default, the earlier of (a) the date
     upon which such default is cured or waived or ceases to exist or (b) 179
     days after the Payment Blockage Notice is received by the Trustee if the
     maturity of such Designated Senior Indebtedness has not been accelerated
     and no Payment Default with respect to any Designated Senior


                                       25

<PAGE>

     Indebtedness has occurred which has not been cured or waived or ceased to
     exist (in such event clause (1) above shall instead be applicable).

     Upon any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding up or liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due upon all
Senior Indebtedness shall first be paid in full in cash or other payment
satisfactory to the holders of such Senior Indebtedness, or payment thereof in
accordance with its terms provided for in cash or other payment satisfactory to
the holders of such Senior Indebtedness before any payment is made on account of
the principal of, or interest on the Notes (except payments made pursuant to
Article 13 from monies deposited with the Trustee pursuant thereto prior to
commencement of proceedings for such dissolution, winding up, liquidation or
reorganization); and upon any such dissolution or winding up or liquidation or
reorganization of the Company or bankruptcy, insolvency, receivership or other
proceeding, any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to which the
holders of the Notes or the Trustee would be entitled, except for the provision
of this Article 4, shall (except as aforesaid) be paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the holders of the Notes or by the
Trustee under this Indenture if received by them or it, directly to the holders
of Senior Indebtedness (pro rata to such holders on the basis of the respective
amounts of Senior Indebtedness held by such holders, or as otherwise required by
law or a court order) or their Representative or Representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing any Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay all Senior Indebtedness in
full, in cash or other payment satisfactory to the holders of such Senior
Indebtedness, after giving effect to any concurrent payment or distribution to
or for the holders of Senior Indebtedness, before any payment or distribution is
made to the holders of the Notes or to the Trustee.

     For purposes of this Article 4, the words, "cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article 4 with respect to
the Notes to the payment of all Senior Indebtedness that may at the time be
outstanding; provided that (i) the Senior Indebtedness are assumed by the new
corporation, if any, resulting from any reorganization or readjustment, and (ii)
the rights of the holders of Senior Indebtedness are not, without the consent of
such holders, altered by such reorganization or readjustment. The consolidation
of the Company


                                       26

<PAGE>

with, or the merger of the Company into, another corporation or the liquidation
or dissolution of the Company following the conveyance or transfer of its
property as an entirety, or substantially as an entirety, to another corporation
upon the terms and conditions provided for in Article 12 shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 4.02 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
12.

     In the event of the acceleration of the Notes because of an Event of
Default, no payment or distribution shall be made to the Trustee or any holder
of Notes in respect of the principal of, or interest on the Notes (including,
but not limited to, the Principal Return or the Fundamental Change Repurchase
Price with respect to Notes as provided in the Indenture), except payments and
distributions made by the Trustee as permitted by the first or second paragraph
of Section 4.05, until all Senior Indebtedness have been paid in full in cash
or other payment satisfactory to the holders of Senior Indebtedness or such
acceleration is rescinded in accordance with the terms of this Indenture. If
payment of the Notes is accelerated because of an Event of Default, the Company
shall promptly notify holders of Senior Indebtedness of the acceleration.

     In the event that, notwithstanding the foregoing provisions, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities (including, without limitation, by way of setoff or
otherwise), prohibited by the foregoing provisions in this Section 4.02, shall
be received by the Trustee or the holders of the Notes before all Senior
Indebtedness are paid in full in cash or other payment satisfactory to the
holders of such Senior Indebtedness, or provision is made for such payment
thereof in accordance with its terms in cash or other payment satisfactory to
the holders of such Senior Indebtedness, such payment or distribution shall be
held in trust for the benefit of and shall be paid over or delivered to the
holders of Senior Indebtedness or their Representative or Representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing any Senior Indebtedness may have been issued, as their respective
interests may appear, as calculated by the Company, for application to the
payment of any Senior Indebtedness remaining unpaid to the extent necessary to
pay all Senior Indebtedness in full in cash or other payment satisfactory to the
holders of such Senior Indebtedness, after giving effect to any concurrent
payment or distribution to or for the holders of such Senior Indebtedness.

     Nothing in this Section 4.02 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 8.06. This Section 4.02 shall be subject
to the further provisions of Section 4.05.


                                       27

<PAGE>

     Section 4.03. Subrogation of Notes. Subject to the payment in full of all
Senior Indebtedness, the rights of the holders of the Notes shall be subrogated
to the extent of the payments or distributions made to the holders of such
Senior Indebtedness pursuant to the provisions of this Article 4 (equally and
ratably with the holders of all indebtedness of the Company which by its express
terms is pari passu to the Notes; provided that for the purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the holders of the
Notes or the Trustee would be entitled except for the provisions of this
Article 4, and no payment over pursuant to the provisions of this Article 4,
to or for the benefit of the holders of Senior Indebtedness by holders of the
Notes or the Trustee, shall, as between the Company, its creditors other than
holders of Senior Indebtedness, and the holders of the Notes, be deemed to be a
payment by the Company to or on account of the Senior Indebtedness; and no
payments or distributions of cash, property or securities to or for the benefit
of the holders of the Notes pursuant to the subrogation provisions of this
Article 4, that would otherwise have been paid to the holders of Senior
Indebtedness shall be deemed to be a payment by the Company to or for the
account of the Notes. It is understood that the provisions of this Article 4
are and are intended solely for the purposes of defining the relative rights of
the holders of the Notes, on the one hand, and the holders of the Senior
Indebtedness, on the other hand.

     Nothing contained in this Article 4 or elsewhere in this Indenture or in
the Notes is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Indebtedness, and the holders of the Notes, the
obligation of the Company, which is absolute and unconditional, to pay to the
holders of the Notes the principal of, and interest on the Notes as and when the
same shall become due and payable in accordance with their terms, or is intended
to or shall affect the relative rights of the holders of the Notes and creditors
of the Company other than the holders of the Senior Indebtedness, nor shall
anything herein or therein prevent the Trustee or the holder of any Note from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article 4 of the
holders of Senior Indebtedness in respect of cash, property or securities of the
Company received upon the exercise of any such remedy.

     Section 4.04. Authorization to Effect Subordination. Each holder of a Note
by the holder's acceptance thereof authorizes and directs the Trustee on the
holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article 4 and appoints the
Trustee to act as the holder's attorney-in-fact for any and all such purposes.
If the Trustee does not file a proper proof of claim or proof of debt in the
form required in any proceeding referred to in the second paragraph of Section
7.02 hereof at least thirty (30) days before the expiration of the time to file
such claim, the holders of


                                       28

<PAGE>

any Senior Indebtedness or their representatives are hereby authorized to file
an appropriate claim for and on behalf of the holders of the Notes.

     Section 4.05. Notice to Trustee. The Company shall give prompt written
notice in the form of an Officers' Certificate to a Responsible Officer of the
Trustee and to any Paying Agent of any fact known to the Company which would
prohibit the making of any payment of monies to or by the Trustee or any Paying
Agent in respect of the Notes pursuant to the provisions of this Article 4.
Notwithstanding the provisions of this Article 4 or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment of monies to or by the
Trustee in respect of the Notes pursuant to the provisions of this Article 4,
unless and until a Responsible Officer of the Trustee shall have received
written notice thereof at the Corporate Trust Office from the Company (in the
form of an Officers' Certificate) or a Representative or a holder or holders of
Senior Indebtedness or from any trustee thereof; and before the receipt of any
such written notice, the Trustee shall be entitled in all respects to assume
that no such facts exist; provided that if on a date not less than one (1)
Business Day prior to the date upon which by the terms hereof any such monies
may become payable for any purpose (including, without limitation, the payment
of the principal of, or interest on any Note) the Trustee shall not have
received, with respect to such monies, the notice provided for in this Section
4.05, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to apply monies received to the
purpose for which they were received, and shall not be affected by any notice to
the contrary which may be received by it on or after such prior date.

     Notwithstanding anything in this Article 4 to the contrary, nothing shall
prevent any payment by the Trustee to the Noteholders of monies deposited with
it pursuant to Section 13.01, provided such deposit was not in violation of
this Article 4, and any such payment shall not be subject to the provisions of
Section 4.01 or Section 4.02.

     The Trustee shall be entitled to conclusively rely on the delivery to it of
a written notice by a Representative to a person representing himself to be a
holder of Senior Indebtedness (or a trustee on behalf of such holder) to
establish that such notice has been given by a Representative or a holder of
Senior Indebtedness or a trustee on behalf of any such holder or holders. The
Trustee shall not be required to make any payment or distribution to or on
behalf of a holder of Senior Indebtedness pursuant to this Article 4 unless it
has received reasonably satisfactory evidence as to the amount of Senior
Indebtedness held by such person, the extent to which such person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such person under this Article 4.


                                       29

<PAGE>

     Section 4.06. Trustee's Relation to Senior Indebtedness. The Trustee in
its individual capacity shall be entitled to all the rights set forth in this
Article 4 in respect of any Senior Indebtedness at any time held by it, to the
same extent as any other holder of Senior Indebtedness, and nothing in Section
8.13 or elsewhere in this Indenture shall deprive the Trustee of any of its
rights as such holder.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article 4, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness.

     Section 4.07. No Impairment of Subordination. No right of any present or
future holder of any Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof which any such holder may have or otherwise be charged with.

     Section 4.08. Certain Conversions Not Deemed Payment. For the purposes of
this Article 4 only, (1) the issuance and delivery of junior securities upon
conversion of Notes in accordance with Article 15 shall not be deemed to
constitute a payment or distribution on account of the principal of, or interest
on Notes or on account of the purchase or other acquisition of Notes, and (2)
the payment, issuance or delivery of cash (including the Principal Return, but
excluding cash in satisfaction of fractional shares pursuant to Section
15.02(a)(ii)), property or securities (other than junior securities) upon
conversion of a Note shall be deemed to constitute payment on account of the
principal of, or interest on such Note. For the purposes of this Section 4.08,
the term "junior securities" means (a) shares of any stock of any class of the
Company or (b) securities of the Company that are subordinated in right of
payment to all Senior Indebtedness that may be outstanding at the time of
issuance or delivery of such securities to substantially the same extent as, or
to a greater extent than, the Notes are so subordinated as provided in this
Article. Nothing contained in this Article 4 or elsewhere in this Indenture or
in the Notes is intended to or shall impair, as among the Company, its creditors
(other than holders of Senior Indebtedness) and the Noteholders, the right,
which is absolute and unconditional, of the holder of any Note to convert such
Note in accordance with Article 15.

     Section 4.09. Article Applicable to Paying Agents. If at any time any
Paying Agent other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "Trustee" as used in this Article shall


                                       30

<PAGE>

(unless the context otherwise requires) be construed as extending to and
including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to or in
place of the Trustee; provided, however, that the first paragraph of Section
4.05 shall not apply to the Company or any Affiliate of the Company if it or
such Affiliate acts as Paying Agent. The Trustee shall not be responsible for
the actions or inactions of any other Paying Agents (including the Company if
acting as its own Paying Agent) and have no control of any funds held by such
other Paying Agents, unless and to the extent that the Trustee has been
appointed as Paying Agent under this Indenture.

     Section 4.10. Senior Indebtedness Entitled to Rely. The holders of Senior
Indebtedness (including, without limitation, Designated Senior Indebtedness)
shall have the right to rely upon this Article 4, and no amendment or
modification of the provisions contained herein shall diminish the rights of
such holders unless such holders shall have agreed in writing thereto.

     Section 4.11. Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee and the Noteholders shall be entitled to conclusively
rely upon any order or decree entered by any court of competent jurisdiction in
which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, liquidating trustee, custodian,
receiver, assignee for the benefit of creditors, agent or other person making
such payment or distribution, delivered to the Trustee or to the Noteholders,
for the purpose of ascertaining the persons entitled to participate in such
payment or distribution, the holders of Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article.

                                    ARTICLE 5
                       PARTICULAR COVENANTS OF THE COMPANY

     Section 5.01. Payment of Principal and Interest. The Company covenants and
agrees that it will cause to be paid the principal of, and accrued and unpaid
interest on each of the Notes at the places, at the respective times and in the
manner provided herein and in the Notes. Each installment of accrued and unpaid
interest on the Notes due on any Interest Payment Date may be paid by mailing
checks for the amount payable to or upon the written order of the Noteholders
entitled thereto as they shall appear on the registry books of the Company,
provided that, with respect to any Noteholder with an aggregate principal amount
equal to or in excess of $2,000,000, at the request of such holder


                                       31

<PAGE>

in writing to the Company, accrued and unpaid interest on such holder's Notes
shall be paid by wire transfer in immediately available funds in accordance with
the wire transfer instructions supplied by such holder from time to time to the
Trustee and Paying Agent (if different from Trustee) at least two days prior to
the applicable record date; provided further that payment of accrued and unpaid
interest made to the Depositary shall be paid by wire transfer in immediately
available funds in accordance with such wire transfer instructions and other
procedures provided by the Depositary from time to time.

     Section 5.02. Maintenance of Office or Agency. The Company will maintain
in the Borough of Manhattan, The City of New York, an office or agency where the
Notes may be surrendered for registration of transfer or exchange or for
presentation for payment or repurchase ("PAYING AGENT") or for conversion
("CONVERSION AGENT") and where notices and demands to or upon the Company in
respect of the Notes 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 not designated or appointed by the Trustee.
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 or the office or agency of the Trustee in the Borough of
Manhattan, The City of New York.

     The Company may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided that no
such designation or rescission shall in any manner relieve the Company of its
obligation to maintain 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 terms Paying Agent and
Conversion Agent include any such additional or other offices or agencies, as
applicable.

     The Company hereby initially designates the Trustee as the Paying Agent,
Note registrar, Custodian and Conversion Agent and the Corporate Trust Office
and the office or agency of the Trustee in the Borough of Manhattan shall be
considered as one such office or agency of the Company for each of the aforesaid
purposes.

     So long as the Trustee is the Note registrar, the Trustee agrees to mail,
or cause to be mailed, the notices set forth in Section 8.10(a) and the third
paragraph of Section 8.11.


                                       32

<PAGE>

     Section 5.03. Appointments to Fill Vacancies in Trustee's Office. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 8.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

     Section 5.04. Provisions as to Paying Agent.

     (a) If the Company shall appoint a Paying Agent other than the Trustee or
if the Trustee shall appoint such a Paying Agent, the Company will cause such
Paying Agent to execute and deliver to the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of this Section
5.04:

          (i) that it will hold all sums held by it as such agent for the
     payment of the principal of and accrued and unpaid interest on the Notes
     (whether such sums have been paid to it by the Company or by any other
     obligor on the Notes) in trust for the benefit of the holders of the Notes;

          (ii) that it will give the Trustee notice of any failure by the
     Company (or by any other obligor on the Notes) to make any payment of the
     principal of and accrued and unpaid interest on the Notes when the same
     shall be due and payable; and

          (iii) that at any time during the continuance of an Event of Default,
     upon request of the Trustee, it will forthwith pay to the Trustee all sums
     so held in trust.

     The Company shall, on or before each due date of the principal of, or
accrued and unpaid interest on the Notes, deposit with the Paying Agent a sum
sufficient to pay such principal or accrued and unpaid interest, and (unless
such Paying Agent is the Trustee) the Company will promptly notify the Trustee
of any failure to take such action, provided that if such deposit is made on the
due date, such deposit must be received by the Paying Agent by 11:00 a.m., New
York City time, on such date.

     (b) If the Company shall act as its own Paying Agent, it will, on or before
each due date of the principal of, or accrued and unpaid interest on the Notes,
set aside, segregate and hold in trust for the benefit of the holders of the
Notes a sum sufficient to pay such principal and accrued and unpaid interest, so
becoming due and will notify the Trustee in writing of any failure to take such
action and of any failure by the Company (or any other obligor under the Notes)
to make any payment of the principal of, or accrued and unpaid interest on the
Notes when the same shall become due and payable.


                                       33

<PAGE>

     (c) Anything in this Section 5.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by the Company or any Paying Agent hereunder
as required by this Section 5.04, such sums to be held by the Trustee upon the
trusts herein contained and upon such payment by the Company or any Paying Agent
to the Trustee, the Company or such Paying Agent shall be released from all
further liability with respect to such sums.

     (d) Anything in this Section 5.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 5.04 is subject to
Section 13.03 and Section 13.04.

     Section 5.05. Existence. Subject to Article 12, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence.

     Section 5.06. Stay, Extension and Usury Laws. The Company covenants (to
the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law or other law which would prohibit or
forgive the Company from paying all or any portion of the principal of or
interest on the Notes as contemplated herein, wherever enacted, now or at any
time hereafter in force, or which may affect the covenants or the performance of
this Indenture; and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

     Section 5.07. Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on December 31, 2007) an Officers'
Certificate stating whether or not to the best of their knowledge the signers
know of any default or Event of Default that occurred during such period. If
they do, such Officers' Certificate shall describe the default or Event of
Default and its status.

     Section 5.08. Further Instruments and Acts. Upon request of the Trustee,
the Company will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.


                                       34

<PAGE>

                                    ARTICLE 6
         LISTS OF NOTEHOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE

     Section 6.01. Lists of Noteholders. The Company covenants and agrees that
it will furnish or cause to be furnished to the Trustee, semi-annually, not more
than fifteen (15) days after each May 1 and November 1 in each year beginning
with November 1, 2007, and at such other times as the Trustee may request in
writing, within thirty (30) days after receipt by the Company of any such
request (or such lesser time as the Trustee may reasonably request in order to
enable it to timely provide any notice to be provided by it hereunder), a list
in such form as the Trustee may reasonably require of the names and addresses of
the Noteholders as of a date not more than fifteen (15) days (or such other date
as the Trustee may reasonably request in order to so provide any such notices)
prior to the time such information is furnished, except that no such list need
be furnished so long as the Trustee is acting as Note registrar.

     Section 6.02. Preservation and Disclosure of Lists.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Noteholders
contained in the most recent list furnished to it as provided in Section 6.01
or maintained by the Trustee in its capacity as Note registrar, if so acting.
The Trustee may destroy any list furnished to it as provided in Section 6.01
upon receipt of a new list so furnished.

     (b) The rights of Noteholders to communicate with other Noteholders with
respect to their rights under this Indenture or under the Notes and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

     (c) Every Noteholder, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Noteholders made pursuant to the Trust
Indenture Act.

     Section 6.03. Reports by Trustee.

     (a) Within sixty (60) days after July 15 of each year commencing with the
year 2007, the Trustee shall transmit to Noteholders such reports dated as of
July 15 of each year in which such reports are made concerning the Trustee and
its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.


                                       35
<PAGE>

     (b) A copy of such report shall, at the time of such transmission to
Noteholders, be filed by the Trustee with each stock exchange and automated
quotation system upon which the Notes are listed and with the Company. The
Company will notify the Trustee in writing within a reasonable time when the
Notes are listed on any stock exchange or automated quotation system and when
any such listing is discontinued.

     Section 6.04. Reports by Company.

     (a) After this Indenture has been qualified under the Trust Indenture Act,
the Company shall file with the Trustee and the Commission, and transmit to
Noteholders, such information, documents and other reports and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act shall be delivered to the Trustee within
15 days after the same is so required to be filed with the Commission.

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

                                    ARTICLE 7
                             DEFAULTS AND REMEDIES

     Section 7.01. Events of Default. The following events shall be Events of
Default with respect to the Notes:

     (a) default in the payment of the principal of the Notes as and when the
same shall become due and payable either at maturity or in connection with any
repurchase or otherwise, whether or not such payment is prohibited by the
provisions of Article 4; or

     (b) default for thirty (30) days in the payment of any installment of
interest, upon any of the Notes as and when the same shall become due and
payable, whether or not such payment is prohibited by the provisions of Article
4; or

     (c) failure to pay when due in accordance with the Indenture (including the
provisions set forth under Section 15.03), the Principal Return in cash,


                                       36

<PAGE>

together with any cash in lieu of fractional shares as required under Section
15.02, or to deliver when due the Net Shares and such failure continues for 5
days; or

     (d) failure on the part of the Company to duly to observe or perform any
other of the covenants on the part of the Company in the Notes or in this
Indenture (other than a covenant default in whose performance or whose breach is
elsewhere in this Section specifically dealt with) and the continuance of such
failure for a period of sixty (60) days after the date on which written notice
of such failure, requiring the Company to remedy the same, shall have been given
to the Company by the Trustee, or to the Company and a Responsible Officer of
the Trustee by the holders of at least 25% in aggregate principal amount of
Notes at the time outstanding, determined in accordance with Section 9.04; or

     (e) a default in the payment of the Fundamental Change Repurchase Price in
respect of any Note on the Fundamental Change Repurchase Date in accordance with
the provisions of Article 16, whether or not such payment is prohibited by the
provisions of Article 4; or

     (f) failure on the part of the Company to provide a written notice of a
Fundamental Change in accordance with Section 16.02; or

     (g) the Company or any Significant Subsidiary shall commence a voluntary
case or other proceeding seeking liquidation, reorganization or other relief
with respect to the Company or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of the
Company or any substantial part of its property, or shall consent to any such
relief or to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against it, or shall make a
general assignment for the benefit of creditors, or shall fail generally to pay
its debts as they become due; or

     (h) an involuntary case or other proceeding shall be commenced against the
Company or any Significant Subsidiary seeking liquidation, reorganization or
other relief with respect to the Company or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar
official of the Company or any substantial part of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for a
period of ninety (90) consecutive days; or

     (i) The failure by the Company or any Significant Subsidiary to make any
payment by the end of the applicable grace period, if any, after the maturity of
any Indebtedness of the Company or such Significant Subsidiary for borrowed


                                       37

<PAGE>

money in an aggregate principal amount in excess of $25,000,000, or if there is
an acceleration of Indebtedness for borrowed money in such principal amount
because of a default with respect to such Indebtedness without such Indebtedness
having been discharged or such acceleration having been cured, waived, rescinded
or annulled, in either case, for a period of 60 days after written notice to the
Company by the Trustee or to the Company and the Trustee by holders of at least
25% in aggregate principal amount of the Notes then outstanding, determined in
accordance with Section 9.04.

     Subject to Section 7.10 below, in case one or more Events of Default shall
have occurred and be continuing (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body), then, and in each and
every such case (other than an Event of Default specified in Section 7.01(g) or
Section 7.01(h) with respect to the Company), unless the principal of all of
the Notes shall have already become due and payable, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Notes then
outstanding determined in accordance with Section 9.04, by notice in writing to
the Company (and to the Trustee if given by Noteholders), may declare the
principal of, and accrued and unpaid interest on all the Notes to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in the Notes
contained to the contrary notwithstanding. If an Event of Default specified in
Section 7.01(g) or Section 7.01(h) occurs and is continuing with respect to
the Company, the principal of all the Notes and accrued and unpaid interest
shall be immediately due and payable. This provision, however, is subject to the
conditions that if, at any time after the principal of the Notes shall have been
so declared due and payable, and before any judgment or decree for the payment
of the monies due shall have been obtained or entered as hereinafter provided,
the Company shall pay or shall deposit with the Trustee a sum sufficient to pay
installments of accrued and unpaid interest upon all Notes and the principal of
any and all Notes that shall have become due otherwise than by acceleration
(with interest on overdue installments of accrued and unpaid interest (to the
extent that payment of such interest is enforceable under applicable law) and on
such principal, at the rate of 4% per year) and amounts due to the Trustee
pursuant to Section 8.06, and if any and all defaults under this Indenture,
other than the nonpayment of principal of and accrued and unpaid interest on
Notes that shall have become due by acceleration, shall have been cured or
waived pursuant to Section 7.07, then and in every such case the holders of a
majority in aggregate principal amount of the Notes then outstanding, by written
notice to the Company and to the Trustee, may waive all defaults or Events of
Default with respect to the Notes and rescind and annul such declaration and its
consequences and such default shall cease to exist, and any Event of Default
arising therefrom shall be


                                       38

<PAGE>

deemed to have been cured for every purpose of this Indenture; but no such
waiver or rescission and annulment shall extend to or shall affect any
subsequent default or Event of Default, or shall impair any right consequent
thereon. The Company shall notify the Responsible Officer of the Trustee,
promptly upon becoming aware thereof, of any Event of Default by delivering to
the Trustee a statement specifying such Event of Default.

     In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such waiver or rescission and annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Company, the Noteholders, and the Trustee shall, subject to any determination in
such proceeding, be restored respectively to their several positions and rights
hereunder, and all rights, remedies and powers of the Company, the Noteholders,
and the Trustee shall continue as though no such proceeding had been instituted.

     Section 7.02. Payments of Notes on Default; Suit Therefor. In the event
that the Trustee or the holders of not less than twenty-five percent (25%) in
aggregate principal amount of the Notes then outstanding hereunder have declared
the principal of all Notes (including accrued and unpaid interest) to be due and
payable immediately in accordance with Section 7.01, and the Company shall have
failed forthwith to pay such amounts, the Trustee, in its own name and as
trustee of an express trust, shall be entitled and empowered to institute any
actions or proceedings at law or in equity for the collection of the sums so due
and unpaid (including such further amounts as shall be sufficient to cover the
reasonable costs and expenses of collection, including reasonable compensation
to the Trustee, its agents, attorneys and counsel, and any expenses or
liabilities incurred by the Trustee hereunder other than through its negligence
or bad faith), and may prosecute any such action or proceeding to judgment or
final degree, and may enforce any such judgment or final decree against the
Company or any other obligor on the Notes and collect in the manner provided by
law out of the property of the Company or any other obligor on the Notes
wherever situated the monies adjudged or decreed to be payable.

     In the case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Notes under title
11 of the United States Code, or any other applicable law, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Company or such other obligor, the property of the Company or
such other obligor, or in the case of any other judicial proceedings relative to
the Company or such other obligor upon the Notes, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Notes shall then be due and payable as therein
expressed or by declaration or otherwise and


                                       39

<PAGE>

irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section 7.02, shall be entitled and empowered, by
intervention in such proceedings or otherwise, to file and prove a claim or
claims for the whole amount of principal and accrued and unpaid interest in
respect of the Notes, and, in case of any judicial proceedings, to file such
proofs of claim and other papers or documents and to take such other actions as
it may deem necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and of the Noteholders
allowed in such judicial proceedings relative to the Company or any other
obligor on the Notes, its or their creditors, or its or their property, and to
collect and receive any monies or other property payable or deliverable on any
such claims, and to distribute the same after the deduction of any amounts due
the Trustee under Section 8.06; and any receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, custodian or similar official is
hereby authorized by each of the Noteholders to make such payments to the
Trustee, as administrative expenses, and, in the event that the Trustee shall
consent to the making of such payments directly to the Noteholders, to pay to
the Trustee any amount due it for reasonable compensation, expenses, advances
and disbursements, including agents and counsel fees, and including any other
amounts due to the Trustee under Section 8.06 hereof, incurred by it up to the
date of such distribution. To the extent that such payment of reasonable
compensation, expenses, advances and disbursements out of the estate in any such
proceedings shall be denied for any reason, payment of the same shall be secured
by a lien on, and shall be paid out of, any and all distributions, dividends,
monies, securities and other property which the holders of the Notes may be
entitled to receive in such proceedings, whether in liquidation or under any
plan of reorganization or arrangement or otherwise.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Noteholder any plan
of reorganization, arrangement, adjustment or composition affecting the
Noteholder or the rights of any Noteholder thereof, or to authorize the Trustee
to vote in respect of the claim of any Noteholder in any such proceeding.

     All rights of action and of asserting claims under this Indenture, or under
any of the Notes, may be enforced by the Trustee without the possession of any
of the Notes, or the production thereof at any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the holders of the Notes.


                                       40

<PAGE>

     In any proceedings brought by the Trustee (and in any proceedings involving
the interpretation of any provision of this Indenture to which the Trustee shall
be a party) the Trustee shall be held to represent all the holders of the Notes,
and it shall not be necessary to make any holders of the Notes parties to any
such proceedings.

     Section 7.03. Application of Monies Collected by Trustee. Any monies
collected by the Trustee pursuant to this Article 7 with respect to the Notes
shall be applied in the order following, at the date or dates fixed by the
Trustee for the distribution of such monies, upon presentation of the several
Notes, and stamping thereon the payment, if only partially paid, and upon
surrender thereof, if fully paid:

     First, to the payment of all amounts due the Trustee under Section 8.06;

     Second, subject to the provisions of Article 4, in case the principal of
the outstanding Notes shall not have become due and be unpaid, to the payment of
interest on the Notes, if any, in default in the order of the maturity of the
installments of such interest, with interest (to the extent that such interest
has been collected by the Trustee) upon the overdue installments of interest at
the rate borne by the Notes, such payments to be made ratably to the Persons
entitled thereto;

     Third, subject to the provisions of Article 4, in case the principal of the
outstanding Notes shall have become due, by declaration or otherwise, and be
unpaid to the payment of the whole amount including the payment of the
Fundamental Change Repurchase Price and the Principal Return, then owing and
unpaid upon the Notes for principal and interest, with interest on the overdue
principal and (to the extent that such interest has been collected by the
Trustee) upon overdue installments of interest at the rate borne by the Notes,
and in case such monies shall be insufficient to pay in full the whole amounts
so due and unpaid upon the Notes, then to the payment of such principal and
interest without preference or priority of principal over interest, or of
interest over principal, or of any installment of interest over any other
installment of interest, or of any Note over any other Note, ratably to the
aggregate of such principal and accrued and unpaid interest; and

     Fourth, to the payment of the remainder, if any, to the Company or any
other Person lawfully entitled thereto.

     Section 7.04. Proceedings by Noteholders. No holder of any Note shall have
any right by virtue of or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture, or for the appointment of a receiver, trustee,
liquidator,


                                       41

<PAGE>

custodian or other similar official, or for any other remedy hereunder, unless
such holder previously shall have given to the Trustee written notice of an
Event of Default and of the continuance thereof, as hereinbefore provided, and
unless also the holders of not less than 25% in aggregate principal amount of
the Notes then outstanding shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such indemnity it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee for sixty (60) days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding and no direction inconsistent with such written request shall have
been given to the Trustee by the Noteholders pursuant to Section 7.07; it being
understood and intended, and being expressly covenanted by the taker and holder
of every Note with every other taker and holder and the Trustee, that no one or
more Noteholders shall have any right in any manner whatever by virtue of or by
availing of any provision of this Indenture to affect, disturb or prejudice the
rights of any other Noteholder, or to obtain or seek to obtain priority over or
preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Noteholders (except as otherwise provided herein). For the
protection and enforcement of this Section 7.04, each and every Noteholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

     Notwithstanding any other provision of this Indenture and any provision of
any Note, the right of any Noteholder to receive payment of the principal of and
accrued and unpaid interest on such Note, on or after the respective due dates
expressed in such Note, or to institute suit for the enforcement of any such
payment on or after such respective dates against the Company shall not be
impaired or affected without the consent of such Noteholder.

     Anything in this Indenture or the Notes to the contrary notwithstanding,
the holder of any Note, without the consent of either the Trustee or the holder
of any other Note, in his own behalf and for his own benefit, may enforce, and
may institute and maintain any proceeding suitable to enforce, his rights of
conversion as provided herein.

     Section 7.05. Proceedings by Trustee. In case of an Event of Default the
Trustee may in its discretion proceed to protect and enforce the rights vested
in it by this Indenture by such appropriate judicial proceedings as are
necessary to protect and enforce any of such rights, either by suit in equity or
by action at law or by proceeding in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture or
in aid of the exercise of any power granted in this Indenture, or to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.


                                       42

<PAGE>

     Section 7.06. Remedies Cumulative and Continuing. Except as provided in the
last paragraph of Section 2.07, all powers and remedies given by this Article 7
to the Trustee or to the Noteholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any thereof or of any other powers and
remedies available to the Trustee or the holders of the Notes, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture, and no delay or omission
of the Trustee or of any holder of any of the Notes to exercise any right or
power accruing upon any default or Event of Default shall impair any such right
or power, or shall be construed to be a waiver of any such default or any
acquiescence therein; and, subject to the provisions of Section 7.04, every
power and remedy given by this Article 7 or by law to the Trustee or to the
Noteholders may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Noteholders.

     Section 7.07. Direction of Proceedings and Waiver of Defaults by Majority
of Noteholders. The holders of a majority in aggregate principal amount of the
Notes at the time outstanding determined in accordance with Section 9.04 shall
have the right to 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 the Trustee with respect to Notes; provided, however, that
(a) such direction shall not be in conflict with any rule of law or with this
Indenture, and (b) the Trustee may take any other action deemed proper by the
Trustee that is not inconsistent with such direction. The holders of a majority
in aggregate principal amount of the Notes at the time outstanding determined in
accordance with Section 9.04 may on behalf of the holders of all of the Notes
waive any past default or Event of Default hereunder and its consequences except
(i) a default in the payment of accrued and unpaid interest on, or the principal
of, the Notes when due which has not been cured pursuant to the provisions of
Section 7.01, (ii) a failure by the Company to deliver Net Shares (or cash in
lieu of fractional shares) upon conversion of the Notes (iii) a default in
respect of a covenant or provisions hereof which under Article 11 cannot be
modified or amended without the consent of the holders of all Notes then
outstanding. Upon any such waiver the Company, the Trustee and the holders of
the Notes shall be restored to their former positions and rights hereunder; but
no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon. Whenever any default or Event of
Default hereunder shall have been waived as permitted by this Section 7.07, said
default or Event of Default shall for all purposes of the Notes and this
Indenture be deemed to have been cured and to be not continuing; but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.

     Section 7.08. Notice of Defaults. The Trustee shall, within ninety (90)
days after the occurrence of a Default of which a Responsible Officer has actual


                                       43

<PAGE>

knowledge, mail to all Noteholders as the names and addresses of such holders
appear upon the Note register, notice of all Defaults known to a Responsible
Officer, unless such Defaults shall have been cured or waived before the giving
of such notice; and provided that, except in the case of Default in the payment
of the principal of (including the Principal Return) or accrued and unpaid
interest on any of the Notes, including without limiting the generality of the
foregoing any Default in the payment of any Fundamental Change Repurchase Price,
then in any such event the Trustee shall be protected in withholding such notice
if and so long as a trust committee of directors and/or Responsible Officers of
the Trustee in good faith determine that the withholding of such notice is in
the interests of the Noteholders.

     Section 7.09. Undertaking to Pay Costs. All parties to this Indenture
agree, and each holder of any Note by his acceptance thereof shall be deemed to
have agreed, that any court may, in its discretion, require, 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, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; provided that the provisions of this Section 7.09 (to the extent
permitted by law) shall not apply to any suit instituted by the Trustee, to any
suit instituted by any Noteholder, or group of Noteholders, holding in the
aggregate more than 10% in principal amount of the Notes at the time outstanding
determined in accordance with Section 9.04, or to any suit instituted by any
Noteholder for the enforcement of the payment of the principal of, or accrued
and unpaid interest on any Note (including, but not limited to, the Fundamental
Change Repurchase Price with respect to the Notes being repurchased as provided
in this Indenture) on or after the due date expressed in such Note or to any
suit for the enforcement of the right to convert any Note in accordance with the
provisions of Article 15.

     Section 7.10. Failure to File Reports. Notwithstanding anything to the
contrary in this Article 7, to the extent elected by the Company as a remedy
pursuant to this Section 7.10 in the manner set forth under Section 7.11 below,
the sole remedy for an Event of Default set forth in Section 7.01(d) above
relating to any failure to comply with the requirements of Section 314(a)(1) of
the Trust Indenture Act shall, for the first 120 days after the occurrence of
such an Event of Default, consist exclusively of the right to receive an
extension fee on the Notes in an amount equal to 0.25% of the principal amount
of the Notes. If the Company so elects, the extension fee shall be payable on
all outstanding Notes on the date on which an Event of Default relating to a
failure to comply with the reporting obligations in the Indenture first occurs,
which will be the 60th day after written notice to the Company of the Company's
failure to so comply as


                                       44

<PAGE>

described under Section 7.01(d) above. On the 120th day after such Event of
Default (if the Event of Default relating to the reporting obligations is not
cured or waived prior to such 120th day), the Notes shall be subject to
acceleration as provided in this Article 7. The provisions of this Section 7.10
shall not affect the rights of Noteholders in the event of the occurrence of any
other Event of Default. In the event the Company does not elect to pay the
extension fee upon an Event of Default in accordance with this Section 7.10, the
Notes shall be subject to acceleration as provided in this Article 7.

     Section 7.11. Extension Fee. In order to elect to pay the extension fee as
the sole remedy during the first 120 days after the occurrence of an Event of
Default relating to the failure to comply with the reporting obligations in
accordance with Section 7.10, the Company must notify all Noteholders and the
Trustee and Paying Agent of such election on or before the close of business on
the date on which such Event of Default occurs, which will be the 60th day after
written notice to the Company of its failure to so comply as described under
Section 7.01(d) above.

                                    ARTICLE 8
                             CONCERNING THE TRUSTEE

     Section 8.01. Duties and Responsibilities of Trustee. The Trustee, prior to
the occurrence of an Event of Default and after the curing or waiver of all
Events of Default which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture. In case an
Event of Default has occurred (which has not been cured or waived) 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 such person's
own affairs.

     No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct, except that

     (a) prior to the occurrence of an Event of Default and after the curing or
waiving of all Events of Default which may have occurred:

          (i) the duties and obligations of the Trustee shall be determined
     solely by the express provisions of this Indenture and, after it has been
     qualified thereunder, the Trust Indenture Act, and the Trustee shall not be
     liable except for the performance of such duties and obligations as are
     specifically set forth in this Indenture and no implied


                                       45

<PAGE>

     covenants or obligations shall be read into this Indenture and the Trust
     Indenture Act against the Trustee; and

          (ii) in the absence of bad faith and willful misconduct on the part of
     the Trustee, the Trustee may conclusively rely, as to the truth of the
     statements and the correctness of the opinions expressed therein, upon any
     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 which by any provisions hereof are specifically required to be
     furnished to the Trustee, the Trustee shall be under a duty to examine the
     same to determine whether or not they conform to the requirements of this
     Indenture;

     (b) the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer or Officers of the Trustee, unless it shall be
established by a court of competent jurisdiction that the Trustee was negligent
in ascertaining the pertinent facts;

     (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
holders of not less than a majority in principal amount of the Notes at the time
outstanding determined as provided in Section 9.04 relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this
Indenture;

     (d) whether or not therein provided, every provision of this Indenture
relating to the conduct or affecting the liability of, or affording protection
to, the Trustee shall be subject to the provisions of this Section;

     (e) the Trustee shall not be liable in respect of any payment (as to the
correctness of amount, entitlement to receive or any other matters relating to
payment) or notice effected by the Company or any Paying Agent or any records
maintained by any co-registrar with respect to the Notes;

     (f) if any party fails to deliver a notice relating to an event the fact of
which, pursuant to this Indenture, requires notice to be sent to the Trustee,
the Trustee may conclusively rely on its failure to receive such notice as
reason to act as if no such event occurred, unless such Responsible Officer of
the Trustee had actual knowledge of such event;

     (g) in the absence of written investment direction from the Company, all
cash received by the Trustee shall be placed in a non-interest bearing trust
account. In no event shall the Trustee be liable for the selection of
investments or for investment losses incurred thereon or for losses incurred as
a result of the


                                       46

<PAGE>

liquidation of any such investments prior to its stated maturity or the failure
of the party directing such investments prior to its stated maturity or the
failure of the party directing such investment to provide timely written
investment direction, and the Trustee shall have no obligation to invest or
reinvest any amounts held hereunder in the absence of such written investment
direction from the Company; and

     (h) in the event that the Trustee is also acting as Custodian, Note
Registrar, Paying Agent, Conversion Agent or transfer agent hereunder, the
rights and protections afforded to the Trustee pursuant to this Article 8 shall
also be afforded to such Custodian, Note Registrar, Paying Agent, Conversion
Agent or transfer agent.

     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers.

     Section 8.02. Reliance on Documents, Opinions, Etc. Except as otherwise
provided in Section 8.01:

     (a) the Trustee may conclusively rely and shall be fully protected in
acting upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, bond, note, coupon or other paper or document
believed by it in good faith to be genuine and to have been signed or presented
by the proper party or parties;

     (b) any request, direction, order or demand of the Company mentioned herein
shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the Secretary or an Assistant Secretary of the Company;

     (c) the Trustee may consult with counsel and require an opinion of counsel
and any advice of such counsel or Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or omitted by it
hereunder in good faith and in accordance with such advice or Opinion of
Counsel;

     (d) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of the Noteholders pursuant to the provisions of this Indenture, unless such
Noteholders shall have offered to the Trustee security or indemnity satisfactory
to


                                       47

<PAGE>

it against the costs, expenses and liabilities which may be incurred therein or
thereby;

     (e) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney; provided, however, that if
the payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
indemnity satisfactory to the Trustee from the Noteholders against such expenses
or liability as a condition to so proceeding; the reasonable expenses of every
such examination shall be paid by the Company or, if paid by the Trustee or any
predecessor Trustee, shall be repaid by the Company upon demand; and

     (f) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents,
custodians, nominees or attorneys and the Trustee shall not be responsible for
any misconduct or negligence on the part of any agent, custodian, nominee or
attorney appointed by it with due care hereunder.

     In no event shall the Trustee be liable for any consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even
if the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action other than through the Trustee's willful
misconduct or gross negligence. The Trustee shall not be charged with knowledge
of any default or Event of Default with respect to the Notes, unless either (1)
a Responsible Officer shall have actual knowledge of such default or Event of
Default or (2) written notice of such default or Event of Default shall have
been given to the Trustee by the Company or by any holder of the Notes. The
permissive rights of the Trustee enumerated herein shall not be construed as
duties.

     Section 8.03. No Responsibility for Recitals, Etc. The recitals contained
herein and in the Notes (except in the Trustee's certificate of authentication)
shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the
Company of


                                       48

<PAGE>

any Notes or the proceeds of any Notes authenticated and delivered by the
Trustee in conformity with the provisions of this Indenture.

     Section 8.04. Trustee, Paying Agents, Conversion Agents or Registrar May
Own Notes. The Trustee, any Paying Agent, any Conversion Agent or Note
registrar, in its individual or any other capacity, may become the owner or
pledgee of Notes with the same rights it would have if it were not Trustee,
Paying Agent, Conversion Agent or Note registrar.

     Section 8.05. Monies to be Held in Trust. Subject to the provisions of
Section 4.02 and Section 13.04, all monies received by the Trustee shall, until
used or applied as herein provided, be held in trust for the purposes for which
they were received. Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as may be agreed from time to time by the Company and the Trustee.

     Section 8.06. Compensation and Expenses of Trustee. The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, reasonable compensation for all services rendered by it hereunder
in any capacity (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) as mutually agreed to in
writing between the Trustee and the Company, and the Company will pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances reasonably incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel and of all persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence, willful misconduct or
bad faith. The Company also covenants to indemnify the Trustee in any capacity
under this Indenture and any other document or transaction entered into in
connection herewith and its agents and any authenticating agent for, and to hold
them harmless against, any loss, liability or expense incurred without
negligence, willful misconduct or bad faith on the part of the Trustee, its
officers, directors, agents or employees, or such agent or authenticating agent,
as the case may be, and arising out of or in connection with the acceptance or
administration of this trust or in any other capacity hereunder, including the
costs and expenses of defending themselves against any claim of liability in the
premises. The Company shall defend the claim and the Trustee shall cooperate
with the defense. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld. The obligations of
the Company under this Section 8.06 to compensate or indemnify the Trustee and
to pay or reimburse the Trustee for expenses, disbursements and advances shall
be secured by a lien prior to that of the Notes upon all property and funds held
or collected by the Trustee as such,


                                       49

<PAGE>

except, subject to the effect of Section 4.03 and Section 7.06, funds held in
trust herewith for the benefit of the holders of particular Notes prior to the
date of the accrual of such unpaid compensation or indemnifiable claim. The
Trustee's right to receive payment of any amounts due under this Section 8.06
shall not be subordinate to any other liability or indebtedness of the Company
(even though the Notes may be so subordinated). The obligation of the Company
under this Section 8.06 shall survive the satisfaction and discharge of this
Indenture and the earlier resignation or removal or the Trustee. The
indemnification provided in this Section 8.06 shall extend to the officers,
directors, agents and employees of the Trustee.

     When the Trustee and its agents and any authenticating agent incur expenses
or render services after an Event of Default specified in Section 7.01(g) or
Section 7.01(h) occurs, the expenses and the compensation for the services are
intended to constitute expenses of administration under any bankruptcy,
insolvency or similar laws.

     Section 8.07. Officers' Certificate as Evidence. Except as otherwise
provided in Section 8.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence, willful misconduct, recklessness
and bad faith on the part of the Trustee, be deemed to be conclusively proved
and established by an Officers' Certificate delivered to the Trustee, and such
Officers' Certificate, in the absence of negligence, willful misconduct,
recklessness and bad faith on the part of the Trustee, shall be full warrant to
the Trustee for any action taken or omitted by it under the provisions of this
Indenture upon the faith thereof.

     Section 8.08. Conflicting Interests of Trustee. After qualification under
the Trust Indenture Act, if the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture.

     Section 8.09. Eligibility of Trustee. There shall at all times be a Trustee
hereunder which shall be a person that is eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of at least
$50,000,000. If such person publishes reports of condition at least annually,
pursuant to law or to the requirements of any supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in


                                       50

<PAGE>

accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

     Section 8.10. Resignation or Removal of Trustee.

     (a) The Trustee may at any time resign by giving written notice of such
resignation to the Company and by mailing notice thereof to the Noteholders at
their addresses as they shall appear on the Note register. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee by
written instrument, in duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment sixty (60) days after the mailing of
such notice of resignation to the Noteholders, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Noteholder who has been a bona fide holder of a Note or Notes
for at least six months may, subject to the provisions of Section 7.09, on
behalf of himself and all others similarly situated, petition any such court for
the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

     (b) In case at any time any of the following shall occur:

          (i) the Trustee shall fail to comply with Section 8.08 within a
     reasonable time after written request therefor by the Company or by any
     Noteholder who has been a bona fide holder of a Note or Notes for at least
     six (6) months, or

          (ii) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 8.09 and shall fail to resign after written request
     therefor by the Company or by any such Noteholder, or

          (iii) the Trustee shall become incapable of acting, or shall be
     adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
     property shall be appointed, or any public officer shall take charge or
     control of the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

then, in any such case, the Company may by a Board Resolution remove the Trustee
and appoint a successor trustee by written instrument, in duplicate, executed by
order of the Board of Directors, one copy of which instrument shall be delivered
to the Trustee so removed and one copy to the successor trustee, or, subject to
the provisions of Section 7.09, any Noteholder who has been a bona fide holder
of a Note or Notes for at least six (6) months may, on behalf of


                                       51

<PAGE>

himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor trustee.

     (c) The holders of a majority in aggregate principal amount of the Notes at
the time outstanding may at any time remove the Trustee and nominate a successor
trustee which shall be deemed appointed as successor trustee unless within ten
(10) days after notice to the Company of such nomination the Company objects
thereto, in which case the Trustee so removed or any Noteholder, upon the terms
and conditions and otherwise as in Section 8.10(a) provided, may petition any
court of competent jurisdiction for an appointment of a successor trustee.

     (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.11.

     Section 8.11. Acceptance by Successor Trustee. Any successor trustee
appointed as provided in Section 8.10 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee herein; but, nevertheless, on the written request
of the Company or of the successor trustee, the trustee ceasing to act shall,
upon payment of any amounts then due it pursuant to the provisions of Section
8.06, execute and deliver an instrument transferring to such successor trustee
all the rights and powers of the trustee so ceasing to act. Upon request of any
such successor trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property and funds held or collected by
such trustee as such, except for funds held in trust for the benefit of holders
of particular Notes, to secure any amounts then due it pursuant to the
provisions of Section 8.06.

     No successor trustee shall accept appointment as provided in this Section
8.11 unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 8.08 and be eligible under the
provisions of Section 8.09.


                                       52

<PAGE>

     Upon acceptance of appointment by a successor trustee as provided in this
Section 8.11, each of the Company and the successor trustee, at the written
direction and at the expense of the Company shall mail or cause to be mailed
notice of the succession of such trustee hereunder to the Noteholders at their
addresses as they shall appear on the Note register. If the Company fails to
mail such notice within ten (10) days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Company.

     Section 8.12. Succession by Merger, Etc. Any corporation or other entity
into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or other
entity succeeding to all or substantially all of the corporate trust business of
the Trustee (including the administration of this Indenture), shall be the
successor to the Trustee hereunder without the execution or filing of any paper
or any further act on the part of any of the parties hereto, provided that in
the case of any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee such corporation shall be qualified
under the provisions of Section 8.08 and eligible under the provisions of
Section 8.09.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture, any of the Notes shall have been authenticated
but not delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor trustee or authenticating agent appointed
by such predecessor trustee, and deliver such Notes so authenticated; and in
case at that time any of the Notes shall not have been authenticated, any
successor to the Trustee or an authenticating agent appointed by such successor
trustee may authenticate such Notes either in the name of any predecessor
trustee hereunder or in the name of the successor trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the Notes or
in this Indenture provided that the certificate of the Trustee shall have;
provided, however, that the right to adopt the certificate of authentication of
any predecessor Trustee or to authenticate Notes in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

     Section 8.13. Limitation on Rights of Trustee as Creditor. If and when the
Trustee shall be or become a creditor of the Company (or any other obligor upon
the Notes), after qualification under the Trust Indenture Act, the Trustee shall
be subject to the provisions of the Trust Indenture Act regarding the collection
of the claims against the Company (or any such other obligor).

     Section 8.14. Trustee's Application for Instructions from the Company. Any
application by the Trustee for written instructions from the Company (other


                                       53

<PAGE>

than with regard to any action proposed to be taken or omitted to be taken by
the Trustee that affects the rights of the holders of the Notes under this
Indenture, including, without limitation, under Article 4 hereof) may, at the
option of the Trustee, set forth in writing any action proposed to be taken or
omitted by the Trustee under this Indenture and the date on and/or after which
such action shall be taken or such omission shall be effective. The Trustee
shall not be liable for any action taken by, or omission of, the Trustee in
accordance with a proposal included in such application on or after the date
specified in such application (which date shall not be less than three (3)
Business Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any
earlier date), unless, prior to taking any such action (or the effective date in
the case of any omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

                                    ARTICLE 9
                           CONCERNING THE NOTEHOLDERS

     Section 9.01. Action by Noteholders. Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Notes may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action, the holders of
such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by Noteholders
in person or by agent or proxy appointed in writing, or (b) by the record of the
Noteholders voting in favor thereof at any meeting of Noteholder duly called and
held in accordance with the provisions of Article 10, or (c) by a combination of
such instrument or instruments and any such record of such a meeting of
Noteholders. Whenever the Company or the Trustee solicits the taking of any
action by the holders of the Notes, the Company or the Trustee may fix, but
shall not be required to, in advance of such solicitation, a date as the record
date for determining Noteholders entitled to take such action. The record date
if one is selected shall be not more than fifteen (15) days prior to the date of
commencement of solicitation of such action.

     Section 9.02. Proof of Execution by Noteholders. Subject to the provisions
of Section 8.01, Section 8.02 and Section 10.05, proof of the execution of any
instrument by a Noteholder or his agent or proxy shall be sufficient if made in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. The
holding of Notes shall be proved by the Note register or by a certificate of the
Note


                                       54

<PAGE>

registrar. The record of any Noteholders' meeting shall be proved in the manner
provided in Section 10.06.

     Section 9.03. Who Are Deemed Absolute Owners. The Company, the Trustee, any
authenticating agent, any Paying Agent, any Conversion Agent and any Note
registrar may deem the person in whose name such Note shall be registered upon
the Note register to be, and may treat him as, the absolute owner of such Note
(whether or not such Note shall be overdue and notwithstanding any notation of
ownership or other writing thereon made by any Person other than the Company or
any Note registrar) for the purpose of receiving payment of or on account of the
principal of and accrued and unpaid interest on such Note, for conversion of
such Note and for all other purposes; and neither the Company nor the Trustee
nor any Paying Agent nor any Conversion Agent nor any Note registrar shall be
affected by any notice to the contrary. All such payments so made to any holder
for the time being, or upon his order, shall be valid, and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for monies
payable upon any such Note. Notwithstanding anything to the contrary in this
Indenture or the Notes following an event which, after notice or passage of time
or both, would become a Default, any holder of a beneficial interest in a Global
Note may directly enforce against the Company, without the consent,
solicitation, proxy, authorization or any other action of the Depositary or any
other person, such holder's right to exchange such beneficial interest for a
Note in certificated form in accordance with the provisions of this Indenture.

     Section 9.04. Company-Owned Notes Disregarded. In determining whether the
holders of the requisite aggregate principal amount of Notes have concurred in
any direction, consent, waiver or other action under this Indenture, Notes that
are owned by the Company or any other obligor on the Notes or by any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any other obligor on such Notes shall be
disregarded and deemed not to be outstanding for the purpose of any such
determination; provided that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, consent, waiver or other
action only Notes that a Responsible Officer knows are so owned shall be so
disregarded. Notes so owned that have been pledged in good faith may be regarded
as outstanding for the purposes of this Section 9.04 if the pledgee shall
establish to the satisfaction of the Trustee the pledgee's right to vote such
Notes and that the pledgee is not the Company, any other obligor on the Notes or
a person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In the case
of a dispute as to such right, any decision by the Trustee taken upon the advice
of counsel shall be full protection to the Trustee. Upon request of the Trustee,
the Company shall furnish to the Trustee promptly an Officers' Certificate
listing and identifying all Notes, if any, known by the Company to be owned or
held by or


                                       55

<PAGE>

for the account of any of the above described persons; and, subject to Section
8.01, the Trustee shall be entitled to accept such Officers' Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Notes not listed therein are outstanding for the purpose of any such
determination.

     Section 9.05. Revocation of Consents; Future Holders Bound. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
9.01, of the taking of any action by the holders of the percentage in aggregate
principal amount of the Notes specified in this Indenture in connection with
such action, any holder of a Note that is shown by the evidence to be included
in the Notes the holders of which have consented to such action may, by filing
written notice with the Trustee at its Corporate Trust Office and upon proof of
holding as provided in Section 9.02, revoke such action so far as concerns such
Note. Except as aforesaid, any such action taken by the holder of any Note shall
be conclusive and binding upon such holder and upon all future holders and
owners of such Note and of any Notes issued in exchange or substitution
therefor, irrespective of whether any notation in regard thereto is made upon
such Note or any Note issued in exchange or substitution therefor.

                                   ARTICLE 10
                              NOTEHOLDERS' MEETINGS

     Section 10.01. Purpose of Meetings. A meeting of Noteholders may be called
at any time and from time to time pursuant to the provisions of this Article 10
for any of the following purposes:

     (a) to give any notice to the Company or to the Trustee or to give any
     directions to the Trustee permitted under this Indenture, or to consent to
     the waiving of any default or Event of Default hereunder and its
     consequences, or to take any other action authorized to be taken by
     Noteholders pursuant to any of the provisions of Article 7;

     (b) to remove the Trustee and nominate a successor trustee pursuant to the
     provisions of Article 8;

     (c) to consent to the execution of an indenture or indentures supplemental
     hereto pursuant to the provisions of Section 11.02; or

     (d) to take any other action authorized to be taken by or on behalf of the
     holders of any specified aggregate principal amount of the Notes under any
     other provision of this Indenture or under applicable law.


                                       56

<PAGE>

     Section 10.02. Call of Meetings by Trustee. The Trustee may at any time
call a meeting of Noteholders to take any action specified in Section 10.01, to
be held at such time and at such place as the Trustee shall determine. Notice of
every meeting of the Noteholders, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting and
the establishment of any record date pursuant to Section 9.01, shall be mailed
to holders of such Notes at their addresses as they shall appear on the Note
register. Such notice shall also be mailed to the Company. Such notices shall be
mailed not less than twenty (20) nor more than ninety (90) days prior to the
date fixed for the meeting.

     Any meeting of Noteholders shall be valid without notice if the holders of
all Notes then outstanding are present in person or by proxy or if notice is
waived before or after the meeting by the holders of all Notes outstanding, and
if the Company and the Trustee are either present by duly authorized
representatives or have, before or after the meeting, waived notice.

     Section 10.03. Call of Meetings by Company or Noteholders. In case at any
time the Company, pursuant to a resolution of its Board of Directors, or the
holders of at least 10% in aggregate principal amount of the Notes then
outstanding, shall have requested the Trustee to call a meeting of Noteholders,
by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed the notice of such
meeting within twenty (20) days after receipt of such request, then the Company
or such Noteholders may determine the time and the place for such meeting and
may call such meeting to take any action authorized in Section 10.01, by mailing
notice thereof as provided in Section 10.02.

     Section 10.04. Qualifications for Voting. To be entitled to vote at any
meeting of Noteholders a person shall (a) be a holder of one or more Notes on
the record date pertaining to such meeting or (b) be a person appointed by an
instrument in writing as proxy by a holder of one or more Notes. The only
persons who shall be entitled to be present or to speak at any meeting of
Noteholders shall be the persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

     Section 10.05. Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Noteholders, in regard to proof of the holding of
Notes and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.


                                       57

<PAGE>

     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Noteholders as provided in Section 10.03, in which case the
Company or the Noteholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the holders of a majority
in principal amount of the Notes represented at the meeting and entitled to vote
at the meeting.

     Subject to the provisions of Section 9.04, at any meeting of Noteholders
each Noteholder or proxyholder shall be entitled to one vote for each $1,000
principal amount of Notes held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Note challenged
as not outstanding and ruled by the chairman of the meeting to be not
outstanding. The chairman of the meeting shall have no right to vote other than
by virtue of Notes held by him or instruments in writing as aforesaid duly
designating him as the proxy to vote on behalf of other Noteholders. Any meeting
of Noteholders duly called pursuant to the provisions of Section 10.02 or
Section 10.03 may be adjourned from time to time by the holders of a majority of
the aggregate principal amount of Notes represented at the meeting, whether or
not constituting a quorum, and the meeting may be held as so adjourned without
further notice.

     Section 10.06. Voting. The vote upon any resolution submitted to any
meeting of Noteholders shall be by written ballot on which shall be subscribed
the signatures of the Noteholders or of their representatives by proxy and the
principal amount of the Notes held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Noteholders shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was mailed as provided in
Section 10.02. The record shall show the principal amount of the Notes voting in
favor of or against any resolution. The record shall be signed and verified by
the affidavits of the permanent chairman and secretary of the meeting and one of
the duplicates shall be delivered to the Company and the other to the Trustee to
be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting.

     Any record so signed and verified shall be conclusive evidence of the
matters therein stated.


                                       58

<PAGE>

     Section 10.07. No Delay of Rights by Meeting. Nothing contained in this
Article 10 shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Noteholders or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any right
or rights conferred upon or reserved to the Trustee or to the Noteholders under
any of the provisions of this Indenture or of the Notes.

                                   ARTICLE 11
                             SUPPLEMENTAL INDENTURES

     Section 11.01. Supplemental Indentures Without Consent of Noteholders. The
Company, when authorized by the resolutions of the Board of Directors, and the
Trustee, at the Company's expense, may from time to time and at any time enter
into an indenture or indentures supplemental hereto for one or more of the
following purposes:

     (a) to make provision with respect to the conversion rights of the
     Noteholders pursuant to the requirements of Section 15.06;

     (b) to convey, transfer, assign, mortgage or pledge to the Trustee as
     security for the Notes, any property or assets;

     (c) to evidence the succession of another corporation to the Company, or
     successive successions, and the assumption by the successor corporation of
     the covenants, agreements and obligations of the Company pursuant to
     Article 12;

     (d) to add to the covenants of the Company such further covenants,
     restrictions or conditions for the benefit of the Noteholders, or surrender
     any right or power conferred upon the Company, and to make the occurrence,
     or the occurrence and continuance, of a default in any such additional
     covenants, restrictions or conditions a default or an Event of Default
     permitting the enforcement of all or any of the several remedies provided
     in this Indenture as herein set forth; provided, however, that in respect
     of any such additional covenant, restriction or condition such supplemental
     indenture may provide for a particular period of grace after default (which
     period may be shorter or longer than that allowed in the case of other
     defaults) or may provide for an immediate enforcement upon such default or
     may limit the remedies available to the Trustee upon such default;

     (e) to increase, from time to time, the Conversion Rate in the manner
     described under and Section 15.04(h);


                                       59

<PAGE>

     (f) to add or modify any provision of this Indenture (not expressly
     addressed in this Section 11.01) which the Company and the Trustee may deem
     necessary or desirable and which will not adversely affect the interests of
     holders of the Notes in any material respect;

     (g) to cure any ambiguity or to correct or supplement any provision
     contained herein or in any supplemental indenture which may be defective or
     inconsistent with any other provision contained herein or in any
     supplemental indenture; provided that such modification or amendment does
     not, in the good faith opinion of the Company's Board of Directors and the
     Trustee, adversely affect the interests of the holders of Notes in any
     material respect; provided further that any amendment made solely to
     conform the provisions of the Indenture to the "Description of the Notes"
     section of the Prospectus, dated May 22, 2007 relating to the initial
     offering of the Notes will not be deemed to adversely affect the interests
     of the holders of the Notes; or

     (h) to modify, eliminate or add to the provisions of this Indenture to such
     extent as shall be necessary to effect the qualifications of this Indenture
     under the Trust Indenture Act, or complying with the requirements of the
     Commissioner with respect thereto;

     Upon the written request of the Company, accompanied by a Board Resolution
authorizing the execution of such supplemental indenture, the Trustee is hereby
authorized to join with the Company in the execution of any such supplemental
indenture, to make any further appropriate agreements and stipulations which may
be therein contained and to accept the conveyance, transfer and assignment of
any property thereunder, but the Trustee shall not be obligated to, but may in
its discretion, enter into any supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section
11.01 may be executed by the Company and the Trustee without the consent of the
holders of any of the Notes at the time outstanding, notwithstanding any of the
provisions of Section 11.02.

     Section 11.02. Supplemental Indentures With Consent of Noteholders. With
the consent (evidenced as provided in Article 9) of the holders of not less than
a majority in aggregate principal amount of the Notes at the time outstanding
(determined in accordance with Article 9), the Company, when authorized by the
resolutions of the Board of Directors, and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any


                                       60

<PAGE>

of the provisions of this Indenture or any supplemental indenture or of
modifying in any manner the rights of the holders of the Notes, provided,
however, that no such supplemental indenture shall:

     (a) change the maturity date of the principal of, or any date any
installment of interest is due on, any Note;

     (b) reduce the principal amount or any amount payable on repurchase or
conversion of any Note;

     (c) reduce the interest rate or amount of interest on any Note;

     (d) change the currency of payment of principal of or interest on any
Notes;

     (e) impair the right to institute suit for the enforcement of any payment
on or with respect to or the conversion of any Note;

     (f) except as otherwise permitted or contemplated by provisions of the
Indenture, impair or adversely affect the conversion rights of holders of the
Notes, including any change to the payment of the Principal Return or delivery
of the Net Shares;

     (g) materially adversely affect any repurchase option (including any
repurchase on any Fundamental Change Repurchase Date) in a manner materially
adverse to the holders of the Notes;

     (h) modify the subordination provisions of the Indenture in a manner that
is materially adverse to the holder of the Notes;

     (i) reduce the percentage in aggregate principal amount of Notes
outstanding necessary to modify or amend the Indenture or to waive any past
default;

     (j) reduce the percentage in aggregate principal amount of Notes required
for any waiver under the Indenture,

in each case without the consent or affirmative vote of holder of each
outstanding Note affected.

     Upon the written request of the Company, accompanied by a copy of the Board
Resolutions authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Noteholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's


                                       61

<PAGE>

own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

     It shall not be necessary for the consent of the Noteholders under this
Section 11.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     Section 11.03. Effect of Supplemental Indentures. Any supplemental
indenture executed pursuant to the provisions of this Article 11 shall comply
with the Trust Indenture Act, as then in effect, provided that this Section
11.03 shall not require such supplemental indenture or the Trustee to be
qualified under the Trust Indenture Act prior to the time such qualification is
in fact required under the terms of the Trust Indenture Act or the Indenture has
been qualified under the Trust Indenture Act, nor shall it constitute any
admission or acknowledgment by any party to such supplemental indenture that any
such qualification is required prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act or the Indenture has been
qualified under the Trust Indenture Act. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article 11, this Indenture shall be
and be deemed to be modified and amended in accordance therewith and the
respective rights, limitation of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the Noteholders shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

     Section 11.04. Notation on Notes. Notes authenticated and delivered after
the execution of any supplemental indenture pursuant to the provisions of this
Article 11 may bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company or the Trustee shall
so determine, new Notes so modified as to conform, in the opinion of the Trustee
and the Board of Directors, to any modification of this Indenture contained in
any such supplemental indenture may, at the Company's expense, be prepared and
executed by the Company, authenticated by the Trustee (or an authenticating
agent duly appointed by the Trustee pursuant to Section 17.11) and delivered in
exchange for the Notes then outstanding, upon surrender of such Notes then
outstanding.

     Section 11.05. Evidence of Compliance of Supplemental Indenture to be
Furnished Trustee. In addition to the documents required by Section 17.05, upon
its request, the Trustee shall receive an Officers' Certificate and an Opinion
of


                                       62

<PAGE>

Counsel as conclusive evidence that any supplemental indenture executed
pursuant hereto complies with the requirements of this Article 11.

                                   ARTICLE 12
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

     Section 12.01. Company May Consolidate, Etc. on Certain Terms.

     Subject to the provisions of Section 12.02, the Company shall not, without
the consent of holders of the Notes, consolidate with, merge with or into or
sell, lease or otherwise transfer in one transaction or a series of related
transactions the consolidated assets of the Company and its subsidiaries
substantially as an entirety to any Person, unless:

     (a) the Company is the surviving Person or the Person formed by such
consolidation or into which the Company is merged or the Person that acquires by
conveyance or transfer, or that leases the assets and properties of the Company
substantially as an entirety shall be a corporation, limited liability company,
partnership or trust organized under the laws of the United States or any of its
political subdivisions organized under the laws of the United States or any of
its political subdivisions;

     (b) such Person or surviving entity assumes of the Company's obligations
under the Indenture and the Notes in a supplemental indenture hereto in form
satisfactory to the Trustee, executed and delivered to the Trustee by such
Person;

     (c) if, as a result of such transactions, the Notes become convertible into
common stock, securities or other property issued by any Person (other than the
Person assuming the obligations under the Indenture pursuant to clause (b)
above) pursuant to Section 15.06, such Person shall fully and unconditionally
guarantees all the obligations of the Company or such successor under the Notes
and the Indenture;

     (d) at the time of such transaction or series of transactions, no Event of
Default, and no event which, after notice or lapse of time, would become an
Event of Default, shall have happened and be continuing; and

     (e) an Officers' Certificate and an Opinion of Counsel, each stated that
the transaction or series of transactions comply with the provisions of the
Indenture, have been delivered to the Trustee.


                                       63

<PAGE>

     Section 12.02. Successor Corporation to be Substituted. In case of any such
consolidation, merger, sale, conveyance or lease and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the principal of and accrued and unpaid interest on all of the Notes, the due
and punctual conversion of the Notes and the due and punctual performance of all
of the covenants and conditions of this Indenture to be performed by the
Company, such successor Person shall succeed to and be substituted for the
Company and the Company shall be released from those obligations, with the same
effect as if it had been named herein as the party of the first part. Such
successor Person thereupon may cause to be signed, and may issue either in its
own name or in the name of LifePoint Hospitals, Inc. any or all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor corporation
instead of the Company and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver,
or cause to be authenticated and delivered, any Notes which previously shall
have been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Notes which such successor corporation thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All the Notes
so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Notes theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Notes had been issued at the date
of the execution hereof. In the event of any such consolidation, merger, sale,
conveyance or lease, the person named as the "Company" in the first paragraph of
this Indenture or any successor which shall thereafter have become such in the
manner prescribed in this Article 12 may be dissolved, wound up and liquidated
at any time thereafter and such person shall be released from its liabilities as
obligor and maker of the Notes and from its obligations under this Indenture.

     In case of any such consolidation, merger, sale, conveyance or lease, such
changes in phraseology and form (but not in substance) may be made in the Notes
thereafter to be issued as may be appropriate.

     Section 12.03. Opinion of Counsel to be Given Trustee. The Trustee shall
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance or lease and any
such assumption complies with the provisions of this Article 12.


                                       64

<PAGE>

                                   ARTICLE 13
                     SATISFACTION AND DISCHARGE OF INDENTURE

     Section 13.01. Discharge of Indenture. When (a) the Company shall deliver
to the Trustee for cancellation all Notes theretofore authenticated (other than
any Notes that have been destroyed, lost or stolen and in lieu of or in
substitution for which other Notes shall have been authenticated and delivered)
and not theretofore canceled, or (b) all the Notes not theretofore canceled or
delivered to the Trustee for cancellation shall have become due and payable, and
the Company shall deposit with the Trustee, in trust, funds sufficient to pay at
maturity all of the Notes (other than any Notes that shall have been mutilated,
destroyed, lost or stolen and in lieu of or in substitution for which other
Notes shall have been authenticated and delivered) not theretofore canceled or
delivered to the Trustee for cancellation, including principal and accrued and
unpaid interest due or to become due to such date of maturity, accompanied by a
verification report, as to the sufficiency of the deposited amount, from an
independent certified public accountant or other financial professional, and if
in either case the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company, then this Indenture shall cease to be of
further effect except as to (i) the right to receive payments of principal of
and accrued and unpaid interest on the Notes and the other rights, duties and
obligations of Noteholders, as beneficiaries hereof with respect to the amounts,
if any, so deposited with the Trustee, (ii) the rights, obligations and
immunities of the Trustee hereunder and (iii) the obligations of the Company
under Section 8.06, and the Trustee, on written demand of the Company
accompanied by an Officers' Certificate and an Opinion of Counsel as required by
Section 17.05 and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture; the
Company, however, hereby agrees to reimburse the Trustee for any costs or
expenses thereafter reasonably and properly incurred by the Trustee and to
compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the Notes.

     Section 13.02. Deposited Monies to be Held in Trust by Trustee. Subject to
Section 13.04, all monies deposited with the Trustee pursuant to Section 13.01
shall be held in trust and applied by it to the payment, either directly or
through any Paying Agent (including the Company if acting as its own Paying
Agent), to the holders of the particular Notes for the payment of which such
monies have been deposited with the Trustee, of all sums due and to become due
thereon for principal and accrued and unpaid interest.

     Section 13.03. Paying Agent to Repay Monies Held. Upon the satisfaction and
discharge of this Indenture, all monies then held by any Paying Agent of the
Notes (other than the Trustee) shall, upon written request of the


                                       65
<PAGE>

Company, be repaid to it or paid to the Trustee, and thereupon such Paying Agent
shall be released from all further liability with respect to such monies.

     Section 13.04. Return of Unclaimed Monies. Subject to the requirements of
applicable law, any monies deposited with or paid to the Trustee for payment of
the principal of, or accrued and unpaid interest on Notes (including any
Principal Return or Fundamental Change Repurchase Price) and not applied but
remaining unclaimed by the Noteholders for two years after the date upon which
the principal of, or accrued and unpaid interest on such Notes, as the case may
be, shall have become due and payable, shall be repaid to the Company by the
Trustee on written request and all liability of the Trustee shall thereupon
cease with respect to such monies; and the holder of any of the Notes shall
thereafter look only to the Company for any payment which such holder may be
entitled to collect unless an applicable abandoned property law designates
another person. The Trustee shall, promptly after such payment of the principal
of, or accrued and unpaid interest on Notes (including any Principal Return or
Fundamental Change Repurchase Price), as described in this Section 13.04 and
upon written request of the Company, return to the Company any funds in excess
of the amount required for such payment.

     Section 13.05. Reinstatement. If (i) the Trustee or the Paying Agent is
unable to apply any money in accordance with Section 13.02 by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application and (ii) the holders of at least a
majority in principal amount of the then outstanding Notes so request by written
notice to the Trustee, the Company's obligations under this Indenture shall be
revived and reinstated as though no deposit had occurred pursuant to Section
13.01 until such time as the Trustee or the Paying Agent is permitted to apply
all such money in accordance with Section 13.02; provided, however, that if the
Company makes any payment of interest on or principal of any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Noteholders to receive such payment from the money held by the Trustee or
Paying Agent.

                                   ARTICLE 14
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     Section 14.01. Indenture and Notes Solely Corporate Obligations. No
recourse for the payment of the principal of, or accrued and unpaid interest on
any Note, or for any claim based thereon or otherwise in respect thereof, and no
recourse under or upon any obligation, covenant or agreement of the Company in
this Indenture or in any supplemental indenture or in any Note, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, agent, officer or director or Subsidiary,
as


                                       66

<PAGE>

such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the Notes.

                                   ARTICLE 15
                               CONVERSION OF NOTES

     Section 15.01. Conversion Privilege.

     (a) At any time prior to March 15, 2014, subject to the conditions
described below, and upon compliance with the provisions of this Article 15, a
Noteholder shall have the right, at such holder's option, to convert all or any
portion (if the portion to be converted is $1,000 principal amount or an
integral multiple thereof) of such Note into cash and fully paid shares of
Common Stock, if any, based on a rate (the "CONVERSION RATE") of 19.3095 shares
of Common Stock (subject to adjustment as provided in this Indenture) per $1,000
principal amount Note (the "CONVERSION OBLIGATION") under the circumstances set
forth below. In addition, on or after March 15, 2014, a Noteholder shall have
the right, at such holder's option, to convert all or any portion (if the
portion to be converted is $1,000 principal amount or an integral multiple
thereof) of such Note, at any time prior to the close of business on the
Scheduled Trading Day immediately preceding the maturity date, into cash and
fully paid shares of Common Stock, if any, regardless of the conditions
described below.

          (i) Prior to March 15, 2014, the Notes shall be convertible during any
     fiscal quarter of the Company (a "FISCAL QUARTER")(and only during such
     Fiscal Quarter) after the quarter ending June 30, 2007, if the Closing Sale
     Price of the Common Stock for each of at least 20 Trading Days in the 30
     consecutive Trading Day period ending on the last Trading Day of the
     immediately preceding Fiscal Quarter was greater than or equal to 130% of
     the Conversion Price in effect on such 30th Trading Day.

          (ii) Prior to March 15, 2014, the Notes shall be convertible during
     the five Business Day period immediately after any five consecutive Trading
     Day period (the "MEASUREMENT PERIOD") in which the Trading Price per $1,000
     principal amount of Notes for each day of such Measurement Period was less
     than 96% of the product of the Closing Sale Price on such date and the
     Conversion Rate on such date, all as determined by the Trustee, as provided
     below. The Trustee shall have no obligation to determine the Trading Price
     of the Notes unless requested by


                                       67

<PAGE>

     the Company to do so in writing, and the Company shall have no obligation
     to make such request unless a Noteholder of at least $1,000,000 aggregate
     principal amount of Notes provides the Company with reasonable evidence
     that the Trading Price of the Notes would be less than 96% of the product
     of (a) the then-applicable Conversion Rate of the Notes and (b) the Closing
     Sale Price at such time, at which time the Company shall instruct the
     Trustee to determine the Trading Price of the Notes beginning on the next
     Trading Day and on each successive Trading Day until the Trading Price per
     Note is greater than or equal to 96% of the product of (a) the
     then-applicable Conversion Rate of the Notes and (b) the Closing Sale Price
     on such date.

          (iii) The Notes shall be convertible as provided in Section 15.01(b),
     Section 15.01(c), and Section 15.01(d).

     (b) In the event that the Company elects to:

          (i) distribute to all holders of Common Stock rights entitling them to
     purchase, for a period expiring within 60 days after the record date for
     such distribution, Common Stock at a price less than the Closing Sale Price
     of the Common Stock for the Trading Day immediately preceding the
     announcement of such distribution; or

          (ii) distribute to all holders of Common Stock, assets or debt
     securities of the Company or rights to purchase the Company's securities,
     which distribution has a per share value (as determined by the Board of
     Directors) exceeding 5% of the Closing Sale Price of the Common Stock on
     the Trading Day immediately preceding the date of declaration of such
     distribution,

then, in each case, the Notes may be surrendered for conversion at any time on
and after the date that the Company gives notice to the holders of such right,
which shall be not less than 20 days prior to the Ex-Dividend Date for such
distribution, until the earlier of the close of business on the Business Day
immediately preceding the Ex-Dividend Date or the date the Company announces
that such distribution will not take place. Notwithstanding the foregoing, the
Notes will not be convertible pursuant to clauses (i) or (ii) above if the
Company provides that Noteholders shall participate in such distribution without
conversion.

     (c) In the event that the Company is a party to a transaction or event
(including, without limitation, any consolidation, merger or binding share
exchange) pursuant to which all shares of the Common Stock would be converted
into or exchanged for cash, securities or other property, a Noteholder may


                                       68

<PAGE>

surrender Notes for conversion at any time from and after the date that is 20
days prior to the anticipated effective date of the transaction until 20 days
after the actual effective date of such transaction (or, if such transaction or
event also constitutes a Fundamental Change, until the Fundamental Change
Repurchase Date), unless such transaction constitutes a Make-Whole Change of
Control (in which case the Notes will instead be convertible in accordance with
Section 15.01(d) below). The Company shall notify Noteholders and the Trustee
(whether or not such transaction also constitutes a Make-Whole Change of
Control) at the same time the Company publicly announces such transaction (but
in no event less than 20 days prior to the effective date of such transaction).
Following the effective date of such transaction, the right to convert the Notes
at the Conversion Rate, and the settlement thereof, shall be modified as set
forth under Section 15.06.

     (d) (i) In the event that a Make-Whole Change of Control occurs on or prior
to the maturity date, a Noteholder may surrender Notes for conversion at any
time from and after the date that is 25 Scheduled Trading Days before the
anticipated effective date of such Make-Whole Change of Control until the
Fundamental Change Repurchase Date. The Company shall give notice to all record
Noteholders and the Trustee at least 25 Scheduled Trading Days prior to the
anticipated effective date of the Make-Whole Change of Control.

          (ii) If a Noteholder elects to convert Notes (regardless of whether
     the other conditions to conversion have been satisfied) at any time from
     and after the date that is 25 Scheduled Trading Days prior to the
     anticipated effective date of the transaction until 20 days after the
     actual effective date of such Make-Whole Change of Control (the "EFFECTIVE
     DATE"), the Conversion Rate applicable to each, $1,000 principal amount of
     converted Notes shall be increased by an additional number of shares of
     Common Stock (the "ADDITIONAL SHARES") as described below.

     The number of Additional Shares to be added to each $1,000 principal amount
of Notes converted shall be determined by reference to the table attached as
Schedule A hereto, based on the related Conversion Date of such Notes of and the
Applicable Price; provided that if the actual Applicable Price is between two
Applicable Price amounts in the table or the Conversion Date is between two
Conversion Dates in the table, the number of Additional Shares shall be
determined by a straight-line interpolation between the number of Additional
Shares set forth for the next higher and next lower Stock Price amounts and the
two nearest Conversion Dates, as applicable, based on a 365-day or 366-day year;
provided further that if the Applicable Price is equal to or above $200.00 per
share of Common Stock (subject to adjustment in the same manner as set forth in
Section 15.04), no Additional Shares will be added to the Conversion Rate; and


                                       69

<PAGE>

provided that if the Stock Price is equal to or below $37.94 per share (subject
to adjustment in the same manner as set forth in Section 15.04), no Additional
Shares will be added to the Conversion Rate. In no event will Additional Shares
be added to the Conversion Rate to cause the Conversion Rate to exceed 26.3574
per $1,000 principal amount of Notes (subject to adjustment in the same manner
as set forth in Section 15.04).

     The Applicable Prices set forth in the first row of the table in Schedule A
hereto shall be adjusted as of any date on which the Conversion Rate of the
Notes is adjusted. The adjusted Applicable Prices shall equal the Applicable
Prices in effect immediately prior to such adjustment, multiplied by a fraction,
the numerator of which is the Conversion Rate in effect immediately prior to the
adjustment giving rise to the Applicable Price adjustment and the denominator of
which is the Conversion Rate as so adjusted. The number of Additional Shares
within the table shall be adjusted in the same manner as the Conversion Rate as
set forth in Section 15.04 (other than by operation of an adjustment to the
Conversion Rate by adding Additional Shares).

     Settlement of Notes tendered for conversion in connection with a Make-Whole
Change of Control as provided in this subsection, shall be as follows:

          (i) if the last day of the Conversion Period related to such Notes
     (determined as set forth under Section 15.02(b)) is prior to the third
     Scheduled Trading Day immediately preceding the anticipated Effective Date,
     the Company shall pay the Principal Return in cash (together with cash in
     lieu of fractional shares) and deliver the Net Shares, if any, all
     determined in accordance with Section 15.02(b) below, on the third
     Business Day immediately following the last day of the Conversion Period
     related to such Notes; provided that the calculation of such Principal
     Return and Net Shares shall not include any Additional Shares to be added
     to the Conversion Rate as set forth in this subsection. As soon as
     practicable following the Effective Date, the Company shall deliver the
     increase in such amount of cash and, if applicable, the Common Stock or
     Reference Property deliverable in lieu of the Common Stock, if any, as the
     case may be, for such Notes as if the Conversion Rate had been increased by
     the number of Additional Shares to be added to the Conversion Rate pursuant
     to this subsection. If such increased amount results in an increase to the
     Principal Return (determined in accordance with Section 15.02(b) below,
     but based on such increased Conversion Rate) as compared to the Principal
     Return calculated without such Additional Shares, the Company shall pay,
     promptly following the Effective Date, such increase to the Principal
     Return in cash. In addition, if such increased amount results in an
     increase to the number of Net Shares (determined in accordance with
     Section 15.02(b), but based on such increased Conversion Rate) as


                                       70

<PAGE>

     compared to the number of Net Shares calculated without such Additional
     Shares, the Company shall deliver, promptly following the Effective Date,
     such increase to the number of Net Shares (and pay, in lieu of any
     fractional shares, cash based on the Daily VWAP of the Common Stock on the
     last day of the applicable Conversion Period). Any such Net Shares
     delivered following the Effective Date shall be subject to Section 15.06.
     In no event shall the Company pay such increase to the Principal Return, or
     deliver such increase to the number of Net Shares or Reference Property
     deliverable in lieu of the Common Stock, if any, if the Make-Whole Change
     of Control never becomes effective.

          (ii) if the last day of the Conversion Period related to such Notes
     (determined as set forth under Section 15.02(b)) is on or after the third
     Scheduled Trading Day immediately preceding the anticipated Effective Date,
     the Company shall pay the Principal Return in cash (together with cash in
     lieu of fractional shares) and deliver the Net Shares, if any, all in
     accordance with Section 15.02(b) below (such determination, for the
     avoidance of doubt to include the number of Additional Shares to be added
     to the Conversion Rate as set forth in this subsection), on the later to
     occur of (a) the Effective Date and (b) the third Business Day immediately
     following the last day of the applicable Conversion Period relating to such
     Notes. Any such Net Shares delivered following the Effective Date shall be
     subject to Section 15.06.

     Section 15.02. Conversion Procedure.

     (a) Upon conversion of any Note, subject to this Section 15.02 and
Section 15.01 and Section 15.06, the Company shall satisfy the Conversion
Obligation with respect to each $1,000 principal amount of Notes in cash and
shares of fully paid Common Stock, if applicable, by delivering, no later than
the third Trading Day immediately following the last day of the applicable
Conversion Period, the aggregate Daily Settlement Amount for each of the 20 VWAP
Trading Days during the Conversion Period for such Notes.

     The "DAILY SETTLEMENT AMOUNT," for each $1,000 principal amount of Notes
and each of the 20 VWAP Trading Days in the Conversion Period for such Notes,
shall consist of:

          (i) cash in an amount equal to the lesser of $50 and the Daily
     Conversion Value relating to such day (the sum of such cash amount for each
     of the 20 VWAP Trading Days, the "PRINCIPAL RETURN");

          (ii) to the extent the Daily Conversion Value exceeds $50, a number of
     shares of the Common Stock equal to the excess of the Daily


                                       71

<PAGE>

     Conversion Value over $50, divided by the Daily VWAP of the Common Stock
     (or the Reference Property) on that VWAP Trading Day (the sum of such
     shares for each of the 20 VWAP Trading Days, the "NET SHARES"); and

          (iii) The Company shall pay an amount in cash, in lieu of any
     fractional shares of Common Stock issuable in connection with payment of
     the Net Shares based upon the Daily VWAP per share of the Common Stock on
     the last day of the applicable Conversion Period.

     The Daily Conversion Value and the Daily Settlement Amount shall be
determined by the Company promptly following the last day of the Conversion
Period.

     (b) Before any holder of a Note shall be entitled to convert the same as
set forth above, such holder shall (1) in the case of a Global Note, comply with
the procedures of the Depositary in effect at that time and furnish appropriate
endorsement and transfer documents, and (2) in the case of a Note issued in
certificated form, surrender such Notes, duly endorsed to the Company or in
blank (and accompanied by appropriate endorsement and transfer documents), at
the office of the Conversion Agent, and give irrevocable written notice (subject
to revocation of such notice as set forth in Section 15.01(a)) to the
Conversion Agent in the form on the reverse of such certificated Note (or a
facsimile thereof) (a "NOTICE OF CONVERSION") at said office or place that such
holder elects to convert the same and shall state in writing therein the
principal amount of Notes to be converted and the name or names (with addresses)
in which such holder wishes the certificate or certificates for the Net Shares,
if any, included upon settlement the Conversion Obligation, if any, to be
registered. No Notice of Conversion with respect to any Notes may be tendered by
a holder thereof if such holder has also tendered a Fundamental Change
Repurchase Notice and not validly withdrawn such Fundamental Change Repurchase
Notice in accordance with Section 16.03.

     If more than one Note shall be surrendered for conversion at one time by
the same holder, the Conversion Obligation with respect to such Notes, if any,
that shall be payable upon conversion shall be computed on the basis of the
aggregate principal amount of the Notes (or specified portions thereof to the
extent permitted thereby) so surrendered.

     (c) A Note shall be deemed to have been converted immediately prior to the
close of business on the date (the "CONVERSION DATE") that the holder has
complied with the requirements set forth in clause (b). Except as provided in
Section 15.01(d), payment of the cash and Net Shares, if any, in satisfaction of
the Conversion Obligation shall be made by the Company in no event later than
the third Business Day following the last day of the Conversion Period (the


                                       72

<PAGE>

"CONVERSION SETTLEMENT DATE") by paying in cash the Principal Return (together
with any cash in lieu of fractional shares) to the holder of a Note surrendered
for conversion, or such holder's nominee or nominees, and issue, or cause to be
issued, and deliver to the Conversion Agent or to such holder, or such holder's
nominee or nominees, certificates or a book-entry transfer through the
Depositary for the number of full shares of Common Stock equal to the Net
Shares, if any, to which such holder shall be entitled as part of such
Conversion Obligation.

     (d) In case any Note shall be surrendered for partial conversion, the
Company shall execute and the Trustee shall authenticate and deliver to or upon
the written order of the holder of the Note so surrendered, without charge to
such holder, a new Note or Notes in authorized denominations in an aggregate
principal amount equal to the unconverted portion of the surrendered Notes.

     (e) If a holder submits a Note for conversion, the Company shall pay all
stamp and other duties, if any, which may be imposed by the United States or any
political subdivision thereof or taxing authority thereof or therein with
respect to the issuance of shares of Common Stock, if any, upon the conversion.
However, the holder shall pay any such tax which is due because the holder
requests any Net Shares to be issued in a name other than the holder's name. The
Trustee may refuse to deliver the certificates representing the shares of Common
Stock being issued in a name other than the holder's name until the Trustee
receives a sum sufficient to pay any tax which will be due because the shares
are to be issued in a name other than the holder's name. Nothing herein shall
preclude any tax withholding required by law or regulations.

     (f) Except as provided in Section 15.04, no adjustment shall be made for
dividends on any shares issued upon the conversion of any Note as provided in
this Article.

     (g) Upon the conversion of an interest in a Global Note, the Trustee, or
the Custodian at the direction of the Trustee, shall make a notation on such
Global Note as to the reduction in the principal amount represented thereby. The
Company shall notify the Trustee in writing of any conversion of Notes effected
through any Conversion Agent other than the Trustee.

     (h) (i) Noteholders at the close of business on a record date will receive
payment of interest payable on the corresponding Interest Payment Date
notwithstanding the conversion of such Notes at any time after the close of
business on such record date. Notes surrendered for conversion during the period
from the close of business on any record date to the opening of business on the
corresponding Interest Payment Date must be accompanied by payment of an amount
equal to the interest that the holder is to receive on the Notes; provided,
however, that no such payment need be made (1) with respect to any conversion


                                       73

<PAGE>

following the record date immediately preceding the maturity date, (2) if the
Company has specified a Fundamental Change Repurchase Date following a
Fundamental Change that is after a record date but on or prior to the next
succeeding Interest Payment Date or (3) if any overdue interest exists at the
time of conversion with respect to such Note, only to the extent of such overdue
interest. Except as described above, no payment or adjustment will be made for
accrued interest on converted Notes.

          (ii) The Person in whose name the certificate for such shares of
     Common Stock is registered shall be treated as a stockholder of record on
     and after the Conversion Date; provided, however, that no surrender of
     Notes on any date when the stock transfer books of the Company shall be
     closed shall be effective to constitute the Person or Persons entitled to
     receive the shares of Common Stock upon such conversion as the record
     holder or holders of such shares of Common Stock on such date, but such
     surrender shall be effective to constitute the Person or Persons entitled
     to receive such shares of Common Stock as the record holder or holders
     thereof for all purposes at the close of business on the next succeeding
     day on which such stock transfer books are open; such conversion shall be
     at the Conversion Rate in effect on the date that such Notes shall have
     been surrendered for conversion, as if the stock transfer books of the
     Company had not been closed. Upon conversion of Notes, such Person shall no
     longer be a Noteholder.

     Section 15.03. Exchange In Lieu Of Conversion.

     (a) When a Noteholder surrenders Notes for conversion prior to March 15,
2014, the Company may, no later than the close of business on the VWAP Trading
Day immediately following the date the Notes are tendered for conversion and all
other applicable requirements as set forth under Section 15.02 have been
satisfied (the "EXCHANGE SUBMISSION DATE"), direct the Conversion Agent to
surrender such Notes to a financial institution designated by the Company (a
"FINANCIAL INSTITUTION") for exchange in lieu of conversion. The Company must
notify such Financial Institution of the Conversion Period for such Notes.

     (b) In order to accept any such Notes, the Financial Institution must agree
with the converting Noteholder in accordance with customary procedures for
secondary market trading on or prior to the close of business on the VWAP
Trading Day immediately following the Exchange Submission Date (the "EXCHANGE
ACCEPTANCE DATE"), to deliver, in exchange for such Notes, cash equal to the
Principal Return and, if applicable, a number of shares of the Common Stock
equal to the Net Shares, plus cash for any fractional shares and any increase to
the Conversion Obligation as a result of the Additional Shares to


                                       74

<PAGE>

be added to the Conversion Rate, as set forth in Section 15.01(d), due upon
conversion as set forth in Section 15.02(a), except that the applicable
Conversion Period shall be the 20 consecutive VWAP Trading Day period beginning
on and including the fifth VWAP Trading Day after the Exchange Acceptance Date.

     (c) If the Financial Institution accepts any such Notes, it will, no later
than the third Business Day following the last day of the Conversion Period for
such Notes, deliver the appropriate number of shares of Common Stock (and cash,
if any), or cash in lieu thereof, in accordance with customary settlement
procedures. Any Notes exchanged by the Financial Institution will remain
outstanding, and notwithstanding anything to the contrary, will not be deemed to
be "converted" for purposes of the Indenture. If no Financial Institution
accepts any Notes surrendered for exchange by the Exchange Acceptance Date, a
Conversion Date will be deemed to have occurred on the date the Notes were
tendered for conversion and all other applicable requirements as set forth under
Section 15.02 were satisfied, and the Company will convert the Notes into cash
and, if applicable, shares of the Common Stock as set forth under Section
15.02(a).

     (d) If the Financial Institution agrees to accept any Notes for exchange
but does not timely deliver the related consideration, a Conversion Date will be
deemed to have occurred on the Trading Day immediately following the date such
consideration was due by such Financial Institution and the Company will convert
the Notes into cash and shares of the Common Stock based on such Conversion Date
and a new Conversion Period that commences on the third scheduled VWAP Trading
Day immediately after such Conversion Date as set forth under Section 15.02(a).

     (e) The Company's designation of a Financial Institution pursuant to this
Section 15.03 does not require the Financial Institution to accept any Notes.
The Company will not pay any consideration to, or otherwise enter into any
arrangement with, the Financial Institution for or with respect to such
designation pursuant to this Section 15.03.

     (f) Noteholders have no ability to select the Financial Institution that
may be willing to accept any Notes for exchange pursuant to this Section 15.03.
Accordingly, Noteholders will be assuming the risk that such Financial
Institution does not perform its obligation to Noteholders once it has agreed
with Noteholders to accept the Notes for exchange. In such event, the Company
will accept such Notes for conversion as described in this Section 15.03, but
the Company will not compensate Noteholders for any losses Noteholders may incur
as a result of such Financial Institution's failure to perform, including any
loss to the consideration Noteholders would have received as a result of a
decline in the price of the Common Stock after the Notes are tendered for
conversion and prior


                                       75

<PAGE>

to the end of the new Conversion Period that arises due to such Financial
Institution's failure to perform.

     Section 15.04. Adjustment of Conversion Rate. The Conversion Rate shall be
adjusted from time to time by the Company as follows:

     (a) In case the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, or shall effect a subdivision into a greater number of shares of Common
Stock or combination into a lesser number of shares of Common Stock, the
Conversion Rate shall be Adjusted so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect at the close of business
on the Record Date for such dividend or other distribution or subdivision or
combination by a fraction,

          (i) the numerator of which shall be the sum of the number of shares of
     Common Stock outstanding at the close of business on the Record Date plus
     the total number of shares of Common Stock constituting such dividend or
     other distribution; and

          (ii) the denominator of which shall be the number of shares of Common
     Stock outstanding at the close of business on the Record Date,

such increase to become effective immediately after the opening of business on
the Record Date for such determination.

     (b) In case the Company shall issue rights or warrants to all holders of
its outstanding shares of Common Stock entitling them (for a period expiring
within forty-five (45) days after the Record Date fixed for such issuance) to
subscribe for or purchase shares of Common Stock (or securities convertible into
Common Stock) at a price per share (or having a conversion price per share) less
than the Current Market Price of the Common Stock, the Conversion Rate shall be
increased so that the same shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to the Record Date for such
distribution by a fraction,

          (i) the numerator of which shall be the number of shares of Common
     Stock outstanding at the close of business on the Record Date for such
     distribution plus the total number of additional shares of Common Stock
     offered for subscription or purchase or issuable pursuant to such rights or
     warrants, and

          (ii) the denominator of which shall be the number of shares of Common
     Stock outstanding at the close of business on the Record date for


                                       76

<PAGE>

     such distribution plus the quotient obtained by dividing (x) the aggregate
     price payable to exercise such rights, by (y) the average of the Closing
     Sale Prices of the Common Stock for the 10 consecutive Trading Days
     immediately preceding the announcement date for such distribution.

Such adjustment shall be successively made whenever any such rights or warrants
are issued, and shall become effective immediately after the opening of business
on the day following the Record Date for such distribution. To the extent that
shares of Common Stock are not delivered after the expiration of such rights or
warrants, the Conversion Rate shall be readjusted to the Conversion Rate that
would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made on the basis of delivery of only the number of
shares of Common Stock actually delivered. If such rights or warrants are not so
issued, the Conversion Rate shall again be adjusted to be the Conversion Rate
that would then be in effect if such Record Date for such distribution had not
been fixed.

     (c) In case the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock shares of any class of Capital Stock of the Company
(other than Common Stock as covered by Section 15.04(a)) or evidences of its
indebtedness, cash or other assets (including securities, but excluding
dividends and distributions covered by Section 15.04(b), Section 15.04(d) or
Section 15.04(e)) (any of such shares of Capital Stock, indebtedness, cash or
other property hereinafter in this Section 15.04(c)) called the "DISTRIBUTED
PROPERTY")), then, in each such case the Conversion Rate shall be increased so
that the same shall be equal to the rate determined by multiplying the
Conversion Rate in effect on the Record Date with respect to such distribution
by a fraction,

          (i) the numerator of which shall be the Current Market Price on such
     Record Date; and

          (ii) the denominator of which shall be the Current Market Price 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
     the Distributed Property so distributed applicable to one share of Common
     Stock,

such adjustment to become 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 the Distributed Property 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 Noteholder shall have
the right to receive, for each $1,000 principal amount of Notes upon conversion,
the amount of


                                       77

<PAGE>

Distributed Property such holder would have received had such holder owned an
amount of shares of Common Stock equal to the Conversion Rate on the Record
Date. If such dividend or distribution is not so paid or made, the Conversion
Rate shall again be adjusted to be the Conversion Rate that would then be in
effect if such dividend or distribution had not been declared. If the Board of
Directors determines the Fair Market Value of any distribution for purposes of
this Section 15.04(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.

     Notwithstanding the foregoing, if the Distributed Property distributed by
the Company to all holders of its Common Stock consist of Capital Stock of, or
similar equity interests in, a Subsidiary or other business unit of the Company
that are, or, when issued, will be, traded on a U.S. securities exchange, the
Conversion Rate shall be increased so that the same shall be equal to the rate
determined by multiplying the Conversion Rate in effect on the Record Date with
respect to such distribution by a fraction,

          (i) the numerator of which shall be the sum of (A) the average of the
     Closing Sale Prices of the Capital Stock or equity interest applicable to
     one share of Common Stock for the 10 consecutive Trading Days commencing on
     and including the third Trading Day after the Ex-Dividend Date plus (B) the
     average of the Closing Sale Prices of the Common Stock for the 10
     consecutive Trading Days commencing on and including the third Trading Day
     after the Ex-Dividend Date; and

          (ii) the denominator of which shall be the average of the Closing Sale
     Prices of the Common Stock for the 10 consecutive Trading Days commencing
     on and including the third Trading Day after the Ex-Dividend Date,

such adjustment to become effective immediately prior to the opening of business
on the day following such Record Date.

     Rights 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 or warrants, until the occurrence of a specified event or events
("TRIGGER EVENT"): (i) are deemed to be transferred with such shares of 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 this Section 15.04 (and no adjustment to the Conversion Rate under
this Section 15.04 will be required) until the occurrence of the earliest
Trigger Event, whereupon


                                       78

<PAGE>

such rights and warrants shall be deemed to have been distributed and an
appropriate adjustment (if any is required) to the Conversion Rate shall be made
under this Section 15.04(c). If any such right or warrant, including any such
existing rights or warrants distributed prior to the date of this Indenture, are
subject to events, upon the occurrence of which such rights or warrants become
exercisable to purchase different securities, evidences of indebtedness or other
assets, then the date of the occurrence of any and each such event shall be
deemed to be the date of distribution and record date with respect to new rights
or warrants with such rights (and a termination or expiration of the existing
rights or warrants without exercise by any of the holders thereof). In addition,
in the event of any distribution (or deemed distribution) of rights or warrants,
or any Trigger Event or other event (of the type described in the preceding
sentence) with respect thereto that was counted for purposes of calculating a
distribution amount for which an adjustment to the Conversion Rate under this
Section 15.04 was made, (1) in the case of any such rights 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 or warrants (assuming such holder had retained such rights or
warrants), made to all holders of Common Stock as of the date of such redemption
or repurchase, and (2) in the case of such rights 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 and warrants had not been
issued.

     For purposes of this Section 15.04(c), Section 15.04(a), and Section
15.04(b), any dividend or distribution to which this Section 15.04(c) is
applicable that also includes shares of Common Stock, or rights or warrants to
subscribe for or purchase shares of Common Stock to which Section 15.04(b)
applies (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 shares of Common Stock or rights or warrants to which Section 15.04(b)
applies (and any Conversion Rate adjustment required by this Section 15.04(c)
with respect to such dividend or distribution shall then be made) immediately
followed by (2) a dividend or distribution of such shares of Common Stock or
such rights or warrants (and any further Conversion Rate adjustment required by
Section 15.04(a) and Section 15.04(b) with respect to such dividend or
distribution shall then be made), except (A) the Record Date of such dividend or
distribution shall be substituted as "the Record Date", "the date fixed for the
determination of stockholders entitled to receive such rights or warrants" and
"the date fixed for such determination" within the meaning of Section 15.04(a)
and Section 15.04(b) and (B) any shares of Common Stock included in such
dividend or distribution shall not be deemed


                                       79

<PAGE>

"outstanding at the close of business on the date fixed for such determination"
within the meaning of Section 15.04(a).

     (d) In case the Company shall, by dividend or otherwise, distribute
exclusively cash to all holders of its Common Stock then the Conversion Rate
shall be adjusted by multiplying the Conversion Rate in effect immediately prior
to the close of business on the Record Date for such dividend or distribution by
a fraction,

          (i) the numerator of which shall be the Current Market Price on such
     Record Date; and

          (ii) the denominator of which shall be the Current Market Price on
     such record date minus 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 Noteholder shall have
the right to receive upon conversion of a Note (or any portion thereof) the
amount of cash such holder would have received had such holder owned a number of
shares equal to the Conversion Rate on the Record Date. If such dividend or
distribution is not so paid or made, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared.

     For the avoidance of doubt, for purposes of this Section 15.04(d), in the
event of any reclassification of the Common Stock, as a result of which the
Notes become convertible into more than one class of Common Stock, if an
adjustment to the Conversion Rate is required pursuant to this Section
15.04(e), references in this Section to one share of Common Stock or to the
Current Market Price or Closing Sale Price of one share of Common Stock shall be
deemed to refer to a unit or to the price of a unit consisting of the number of
shares of each class of Common Stock into which the Notes are then convertible
equal to the numbers of shares of such class issued in respect of one share of
Common Stock in such reclassification. The above provisions of this paragraph
shall similarly apply to successive reclassifications.

     (e) In case a tender or exchange offer made by the Company or any
Subsidiary for all or any portion of the Common Stock shall expire and such
tender or exchange offer (as amended upon the expiration thereof) shall require
the payment to stockholders of cash and any other consideration per share of


                                       80
<PAGE>

Common Stock having a Fair Market Value (as determined by the Board of
Directors, and described in a resolution of the Board of Directors) that as of
the last time (the "EXPIRATION TIME") tenders or exchanges may be made pursuant
to such tender or exchange offer (as it may be amended) exceeds the Current
Market Price of the Common Stock on the Trading Day next preceding the
Expiration Time, the Conversion Rate shall be increased so that the same shall
equal the rate determined by multiplying the Conversion Rate in effect
immediately prior to the Expiration Time by a fraction,

               (i) the numerator of which shall be the sum of (x) the Fair
     Market Value (determined as aforesaid) of the aggregate consideration
     payable to stockholders based on the acceptance (up to any maximum
     specified in the terms of the tender or exchange offer) of all shares
     validly tendered or exchanged and not withdrawn as of the Expiration Time
     (the shares deemed so accepted up to any such maximum, being referred to as
     the "PURCHASED SHARES") and (y) the product of the number of shares of
     Common Stock outstanding (less any Purchased Shares) at the Expiration Time
     and the Current Market Price of a share of Common Stock on the Trading Day
     next preceding the Expiration Time, and

               (ii) the denominator of which shall be the number of shares of
     Common Stock outstanding (including any Purchased Shares) at the Expiration
     Time multiplied by the Current Market Price of a share of Common Stock on
     the Trading Day next preceding the Expiration Time,

such adjustment to become effective immediately prior to the opening of business
on the day following the Expiration Time. If the Company is obligated to
purchase shares pursuant to any such tender or exchange offer, but the Company
is permanently prevented by applicable law from effecting any such purchases or
all such purchases are rescinded, the Conversion Rate shall again be adjusted to
be the Conversion Rate that would then be in effect if such tender or exchange
offer had not been made.

     (f) For purposes of this Section 15.04 the term "RECORD DATE" shall mean,
with respect to any dividend, distribution or other transaction or event in
which the holders of Common Stock have the right to receive any cash, securities
or other property or in which the Common Stock (or other applicable security) is
exchanged for or converted into any combination of cash, securities or other
property, the date fixed for determination of stockholders entitled to receive
such cash, securities or other property (whether such date is fixed by the Board
of Directors or by statute, contract or otherwise).

     (g) Notwithstanding the above, in no case will the Company adjust the
Conversion Rate pursuant to clauses (a), (b), (c), (d), (e) or (f) of this
Section


                                       81

<PAGE>

15.04 to an amount that exceeds 26.3574 shares per $1,000 principal amount of
the Notes. The Company will adjust this maximum conversion rate in the same
manner in which it must adjust the conversion rate pursuant to Section 15.06.

     (h) In addition to those required by clauses (a), (b), (c), (d), (e)
or (f) of this Section 15.04, and to the extent permitted by applicable law or
applicable rules of The Nasdaq Stock Market, the Company from time to time may
increase the Conversion Rate by any amount the Board of Directors deems
advisable including such increases that would avoid or diminish any income tax
to holders of Common Stock or rights to purchase Common Stock resulting from any
dividend or distribution of stock (or rights to acquire stock) or from any event
treated as such for income tax purposes or would otherwise be in the best
interests of the Company, which determination shall be conclusive. Whenever the
Conversion Rate is increased pursuant to the preceding sentence, the Company
shall mail to the holder of each Note at his last address appearing on the Note
register provided for in Section 2.06 a notice of the increase at least fifteen
days prior to the date the increased Conversion Rate takes effect, and such
notice shall state the increased Conversion Rate and the period during which it
will be in effect.

     (i) All calculations and other determinations under this Article 15 shall
be made by the Company and shall be made to the nearest cent or to the nearest
one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment
shall be made for the Company's issuance of Common Stock or convertible or
exchangeable securities or rights to purchase Common Stock or convertible or
exchangeable securities, other than as provided in this Section 15.04. No
adjustment shall be made to the Conversion Rate unless such adjustment would
require a change of at least 1% in the Conversion Rate then in effect at such
time. Any adjustment that would otherwise be required to be made shall be
carried forward and taken into account in ay subsequent adjustment; provided
that, notwithstanding the foregoing, all such carried forward adjustments shall
be made at the time the Company shall notify holders of Notes of a transaction
entitling such holders to convert their Notes pursuant to Section 15.01 and
thereafter any Conversion Rate adjustment shall be made without regard to the 1%
threshold described in the preceding sentence.

     (j) Whenever the Conversion Rate is adjusted as herein provided, the
Company shall promptly file with the Trustee and any Conversion Agent other than
the Trustee an Officers' Certificate setting forth the Conversion Rate after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Unless and until a Responsible Officer of the Trustee shall have
received such Officers' Certificate, the Trustee shall not be deemed to have
knowledge of any adjustment of the Conversion Rate and may assume without
inquiry that the last Conversion Rate of which it has knowledge is still in
effect.


                                       82

<PAGE>

Promptly after delivery of such certificate, the Company shall prepare a notice
of such adjustment of the Conversion Rate setting forth the adjusted Conversion
Rate and the date on which each adjustment becomes effective and shall mail such
notice of such adjustment of the Conversion Rate to the holder of each Note at
his last address appearing on the Note register provided for in Section 2.06 of
this Indenture, within twenty (20) days of the effective date of such
adjustment. Failure to deliver such notice shall not affect the legality or
validity of any such adjustment.

     (k) In any case in which this Section 15.04 provides that an adjustment
shall become effective immediately after (1) a record date or Record Date for an
event, (2) the date fixed for the determination of stockholders entitled to
receive a dividend or distribution pursuant to Section 15.04(a), (3) a date
fixed for the determination of stockholders entitled to receive rights or
warrants pursuant to Section 15.04(b), or (4) the Expiration Time, as the case
may be, for any tender or exchange offer pursuant to Section 15.04(e) or Section
15.04, (each an "ADJUSTMENT DETERMINATION DATE"), the Company may elect to defer
until the occurrence of the applicable Adjustment Event (as hereinafter defined)
(x) issuing to the holder of any Note converted after such Adjustment
Determination Date and before the occurrence of such Adjustment Event, the
additional shares of Common Stock or other securities issuable upon such
conversion by reason of the adjustment required by such Adjustment Event over
and above the Common Stock issuable upon such conversion before giving effect to
such adjustment and (y) paying to such holder any amount in cash in lieu of any
fraction pursuant to Section 15.04. For purposes of this Section 15.04(k), the
term "ADJUSTMENT EVENT" shall mean:

               (i) in any case referred to in clause (1) hereof, the occurrence
     of such event,

               (ii) in any case referred to in clause (2) hereof, the date any
     such dividend or distribution is paid or made,

               (iii) in any case referred to in clause (3) hereof, the date of
     expiration of such rights or warrants, and

               (iv) in any case referred to in clause (4) hereof, the date a
     sale or exchange of Common Stock pursuant to such tender or exchange offer
     is consummated and becomes irrevocable.

     (l) For purposes of this Section 15.04, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company


                                       83

<PAGE>

will not pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company.

     Section 15.05. Shares to Be Fully Paid. The Company shall provide, free
from preemptive rights, out of its authorized but unissued shares or shares held
in treasury, sufficient shares of Common Stock to provide for conversion of the
Notes from time to time as such Notes are presented for conversion.

     Section 15.06. Effect of Reclassification, Consolidation, Merger or Sale.

     If any of the following events occur, namely (i) any reclassification or
change of the outstanding shares of Common Stock (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 split, subdivision or combination), (ii) any consolidation,
merger or combination of the Company with another Person as a result of which
holders of Common Stock shall be entitled to receive stock, securities or other
property or assets (including cash) with respect to or in exchange for such
Common Stock, or (iii) any sale, lease, transfer or conveyance of all or
substantially all of the properties and assets of the Company and its
Subsidiaries substantially as an entirety to any other Person as a result of
which holders of Common Stock shall be entitled to receive stock, securities or
other property or assets (including cash or any combination thereof) with
respect to or in exchange for such Common Stock (any such event a "MERGER
EVENT"), then:

     (a) the Company or the successor or purchasing corporation, as the case may
be, shall execute with the Trustee a supplemental indenture (which shall comply
with the Trust Indenture Act as in force at the date of execution of such
supplemental indenture if such supplemental indenture is then required to so
comply) permitted under Section 11.01(a) providing for the conversion and
settlement of the Notes as set forth in this Indenture. Such supplemental
indenture shall provide for adjustments which shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Article. If, in the
case of any Merger Event, the Reference Property includes shares of stock or
other securities and assets of a corporation other than the successor or
purchasing corporation, as the case may be, in such reclassification, change,
consolidation, merger, combination, sale or conveyance, then such supplemental
indenture shall also be executed by such other corporation and shall contain
such additional provisions to protect the interests of the holders of the Notes
as the Board of Directors shall reasonably consider necessary by reason of the
foregoing, including to the extent required by the Board of Directors and
practicable the provisions providing for the repurchase rights set forth in
Article 16 herein.

     In the event the Company shall execute a supplemental indenture pursuant to
this Section 15.06, the Company shall promptly file with the Trustee an


                                       84

<PAGE>

Officers' Certificate briefly stating the reasons therefore, the kind or amount
of shares of stock or other securities or property (including cash) that will
constitute the Reference Property after any such Merger Event, any adjustment to
be made with respect thereto and that all conditions precedent have been
complied with, and shall promptly mail notice thereof to all Noteholders.

     (b) Notwithstanding the provisions of Section 15.02(a), and subject to the
provisions of Section 15.01, at the effective time of such Merger Event, (i)
the right to convert each $1,000 principal amount of Notes will be changed to a
right to convert such Note into the kind and amount of shares of stock, other
securities or other property or assets (including cash or any combination
thereof) that a holder of a number of shares of Common Stock equal to the
Conversion Rate immediately prior to such transaction would have owned or been
entitled to receive (the "REFERENCE PROPERTY") and (ii) the related Conversion
Obligation shall be settled as set forth under clause (c) below. For purposes
of determining the constitution of Reference Property, the kind and amount of
consideration that a holder of Common Stock would have been entitled to in the
case of recapitalizations, reclassifications, consolidations, mergers, sales or
transfers of assets or other transactions that cause the Common Stock to be
converted into the right to receive more than a single type of consideration
(determined based in part upon any form of stockholder election) will be deemed
to be (i) the weighted average of the kinds and amounts of consideration
received by the holders of Common Stock that affirmatively make such an election
or (ii) if no holders of the Common Stock affirmatively make such an election,
the kinds and amounts of consideration actually received by such holders. The
Company shall not become a party to any such transaction unless its terms are
consistent with the preceding. None of the foregoing provisions shall affect the
right of a holder of Notes to convert its Notes into cash and shares of Common
Stock, as set forth in Section 15.01 and Section 15.02 prior to the effective
date.

     (c) If the Notes shall relate to Reference Property as set forth above, the
related Conversion Obligation, with respect to each $1,000 principal amount of
Notes tendered for conversion after the effective date of any such Merger Event,
shall be settled in cash and units of Reference Property in accordance with
Section 15.02 as follows:

               (i) The Daily Conversion Value for each day of the Conversion
     Period shall be based on the per unit value of the Reference Property on
     such day (including, subject to 15.01(d), any Additional Shares added to
     such Reference Property) as set forth in Section 15.02(a). Such per unit
     value shall be (A) for any shares of common stock that are included in the
     Reference Property, as set forth in the definition of "Common Stock" as if
     such shares were "Common Stock" using the procedures set forth in the
     definition of "Closing Sale Price" in Section


                                       85

<PAGE>

     1.01; (B) for any other property (other than cash) included in the
     Reference Property, as determined in good faith by the Board of Directors
     or by a New York Stock Exchange member firm selected by the Board of
     Directors and (C) for any cash, the face amount of such cash.

               (ii) The Company shall pay in cash the Principal Return as set
     forth in Section 15.02(a), and an amount of Reference Property (the "NET
     REFERENCE PROPERTY AMOUNT") determined in accordance with this clause (ii).
     The Net Reference Property Amount for each $1,000 principal amount of Notes
     shall be the sum of, for each of the 20 VWAP Trading Day in the Conversion
     Period for such Notes, an amount of units of Reference Property equal to
     (1) any excess of (a) the Daily Conversion Value on such Trading Day
     (determined in the same manner as set forth in Section 15.06(c)(i) above)
     over (b) $50, divided by (2) the per unit value of such Reference Property
     on such Trading Day.

     (d) Notwithstanding clause (c) above, if the Notes are tendered for
conversion prior to the effective date of any such Merger Event pursuant to
Section 15.01(d) above, and the Company shall be obligated to deliver any
increase to the Daily Conversion Value in additional Net Shares following the
effective date of such Merger Event, such additional Net Shares shall be
delivered in the kind and amount of Reference Property as a holder of such
additional Net Shares would have received in such Merger Event.

     (e) The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each Noteholder, at his address appearing on the Note
register provided for in this Indenture, within twenty (20) days after execution
thereof. Failure to deliver such notice shall not affect the legality or
validity of such supplemental indenture.

     (f) The above provisions of this Section shall similarly apply to
successive Merger Events.

     Section 15.07. Certain Covenants.

     (a) Before taking any action which would cause an adjustment reducing the
Conversion Rate below the then par value, if any, of the shares of Common Stock
issuable upon conversion of the Notes, the Company will take all corporate
action which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue shares of such Common Stock at such
adjusted Conversion Rate.


                                       86

<PAGE>

     The Company covenants that all shares of Common Stock issued upon
conversion of Notes will be fully paid and non-assessable by the Company and
free from all taxes, liens and changes with respect to the issue thereof.

     (b) The Company covenants that, if any shares of Common Stock to be
provided for the purpose of conversion of Notes hereunder require registration
with or approval of any governmental authority under any federal or state law
before such shares may be validly issued upon conversion, the Company will in
good faith and as expeditiously as possible, to the extent then permitted by the
rules and interpretations of the Commission (or any successor thereto), endeavor
to secure such registration or approval, as the case may be.

     (c) The Company further covenants that if at any time the Common Stock
shall be listed on any other national securities exchange or automated quotation
system the Company will, if permitted and required by the rules of such exchange
or automated quotation system, list and keep listed, so long as the Common Stock
shall be so listed on such exchange or automated quotation system, all Common
Stock issuable upon conversion of the Notes.

     Section 15.08. Responsibility of Trustee. The Trustee and any other
Conversion Agent shall not at any time be under any duty or responsibility to
any Noteholder to determine the Conversion Rate or whether any facts exist which
may require any adjustment of the Conversion Rate, or with respect to the nature
or extent or calculation of any such adjustment when made, or with respect to
the method employed, or herein or in any supplemental indenture provided to be
employed, in making the same. The Trustee and any other Conversion Agent shall
not be accountable with respect to the validity or value (or the kind or amount)
of any shares of Common Stock, or of any securities or property, which may at
any time be issued or delivered upon the conversion of any Note; and the Trustee
and any other Conversion Agent make no representations with respect thereto.
Neither the Trustee nor any Conversion Agent shall be responsible for any
failure of the Company to issue, transfer or deliver any shares of Common Stock
or stock certificates or other securities or property or cash upon the surrender
of any Note for the purpose of conversion or to comply with any of the duties,
responsibilities or covenants of the Company contained in this Article. Without
limiting the generality of the foregoing, neither the Trustee nor any Conversion
Agent shall be under any responsibility to determine the correctness of any
provisions contained in any supplemental indenture entered into pursuant to
Section 15.06 relating either to the kind or amount of shares of stock or
securities or property (including cash) receivable by Noteholders upon the
conversion of their Notes after any event referred to in such Section 15.06 or
to any adjustment to be made with respect thereto, but, subject to the
provisions of Section 8.01, may accept as conclusive evidence of the
correctness of any such provisions, and shall be protected in relying upon, the
Officers' Certificate (which


                                       87

<PAGE>

the Company shall be obligated to file with the Trustee prior to the execution
of any such supplemental indenture) with respect thereto.

     Section 15.09. Notice to Holders Prior to Certain Actions. In case:

          (a) the Company shall declare a dividend (or any other distribution)
     on its Common Stock that would require an adjustment in the Conversion Rate
     pursuant to Section 15.04; or

          (b) the Company shall authorize the granting to all of the holders of
     its Common Stock of rights or warrants to subscribe for or purchase any
     share of any class or any other rights or warrants; or

          (c) of any reclassification of the Common Stock of the Company (other
     than a subdivision or combination of its outstanding Common Stock, or a
     change in par value, or from par value to no par value, or from no par
     value to par value), or of any consolidation or merger to which the Company
     is a party and for which approval of any shareholders of the Company is
     required, or of the sale or transfer of all or substantially all of the
     assets of the Company; or

          (d) of the voluntary or involuntary dissolution, liquidation or
     winding-up of the Company;

the Company shall cause to be filed with the Trustee and to be mailed to each
Noteholder at his address appearing on the Note register, provided for in
Section 2.06 of this Indenture, as promptly as possible but in any event at
least twenty days prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined, or (y) the date
on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up is expected to become effective or occur,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding-up. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such
dividend, distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up.

     Section 15.10. Shareholder Rights Plans. Each share of Common Stock issued
upon conversion of Notes pursuant to this Article 15 shall be entitled to
receive the appropriate number of rights, if any, and the certificates
representing


                                       88

<PAGE>

the Common Stock issued upon such conversion shall bear such legends, if any, in
each case as may be provided by the terms of any shareholder rights plan adopted
by the Company, as the same may be amended from time to time. If at the time of
conversion, however, the rights have separated from the shares of Common Stock
in accordance with the provisions of the applicable shareholder rights agreement
so that the holders of the Notes would not be entitled to receive any rights in
respect of Common Stock issuable upon conversion of the Notes, the Conversion
Rate will be adjusted as provided in Section 15.04(c).

                                   ARTICLE 16
                    REPURCHASE OF NOTES AT OPTION OF HOLDERS

     Section 16.01. [Reserved].

     Section 16.02. Repurchase at Option of Holders Upon a Fundamental Change.

     (a) If there shall occur a Fundamental Change at any time prior to maturity
of the Notes, then each Noteholder shall have the right, at such holder's
option, to require the Company to repurchase all of such holder's Notes for
cash, or any portion thereof that is a multiple of $1,000 principal amount, on
the date (the "FUNDAMENTAL CHANGE REPURCHASE DATE") specified by the Company
that is not less than twenty (20) Business Days and not more than thirty five
(35) Business Days after the date of the Fundamental Change Repurchase Notice
(as defined below) at a repurchase price equal to 100% of the principal amount
thereof, together with accrued and unpaid interest, if any, thereon to, but
excluding, the Fundamental Change Repurchase Date (the "FUNDAMENTAL CHANGE
REPURCHASE PRICE"). If such Fundamental Change Repurchase Date falls after a
record date for the payment of interest and on or prior to the corresponding
Interest Payment Date, the Company shall instead pay the principal amount to the
Noteholders, and pay the full amount of accrued and unpaid interest, if any,
payable on such Interest Payment Date to the holder of record on the close of
business on the corresponding record date. Repurchases of Notes under this
Section 16.02 shall be made, at the option of the holder thereof, upon:

               (i) delivery to the Trustee (or other Paying Agent appointed by
     the Company) by a holder of a duly completed notice (the "FUNDAMENTAL
     CHANGE REPURCHASE NOTICE") in the form set forth on the reverse of the Note
     prior to the close of business on the Fundamental Change Repurchase Date;
     and

               (ii) delivery or book-entry transfer of the Notes to the Trustee
     (or other Paying Agent appointed by the Company) at any time after


                                       89

<PAGE>

     delivery of the Fundamental Change Repurchase Notice (together with all
     necessary endorsements) at the Corporate Trust Office of the Trustee (or
     other Paying Agent appointed by the Company) in the Borough of Manhattan,
     such delivery being a condition to receipt by the holder of the Fundamental
     Change Repurchase Price therefor; provided that such Fundamental Change
     Repurchase Price shall be so paid pursuant to this Section 16.02 only if
     the Note so delivered to the Trustee (or other Paying Agent appointed by
     the Company) shall conform in all respects to the description thereof in
     the related Fundamental Change Repurchase Notice.

     Any purchase by the Company contemplated pursuant to the provisions of this
Section 16.02 shall be consummated by the delivery of the consideration to be
received by the holder promptly following the later of the Fundamental Change
Repurchase Date and the time of the book-entry transfer or delivery of the Note.

     Notwithstanding anything herein to the contrary, any holder delivering to
the Trustee (or other Paying Agent appointed by the Company) the Fundamental
Change Repurchase Notice contemplated by this Section 16.02 shall have the
right to withdraw such Fundamental Change Repurchase Notice at any time prior to
the close of business on the Business Day prior to the Fundamental Change
Repurchase Date by delivery of a written notice of withdrawal to the Trustee (or
other Paying Agent appointed by the Company) in accordance with Section 16.03
below.

     The Trustee (or other Paying Agent appointed by the Company) shall promptly
notify the Company of the receipt by it of any Fundamental Change Repurchase
Notice or written notice of withdrawal thereof.

     (b) On or before the fifteenth day after the occurrence of a Fundamental
Change, the Company shall mail to all holders of record of the Notes a notice
(the "FUNDAMENTAL CHANGE NOTICE") of the occurrence of such Fundamental Change
and of the repurchase right at the option of the holders arising as a result
thereof. Such mailing shall be by first class mail. The Company shall also
deliver a copy of the Fundamental Change Notice to the Trustee and cause a copy
of such Fundamental Change Notice, or a summary of the information contained
therein, to be published once in a newspaper of general circulation in The City
of New York. Concurrently with the mailing of any Fundamental Change Notice, the
Company shall issue a press release announcing such Fundamental Change referred
to in the Fundamental Change Notice, the form and content of which press release
shall be determined by the Company in its sole discretion. The failure to issue
any such press release or any defect therein shall not affect the validity of
the Fundamental Change Notice or any proceedings for the repurchase of any Note
that any Noteholder may elect to have the Company repurchase as provided in this
Section 16.02.


                                       90

<PAGE>

     Each Fundamental Change Notice shall specify the circumstances constituting
the Fundamental Change, the Fundamental Change Repurchase Date and the
Fundamental Change Repurchase Price, that the holder must exercise the
repurchase right on or prior to the close of business on the Fundamental Change
Repurchase Date (the "FUNDAMENTAL CHANGE EXPIRATION TIME"), that the holder
shall have the right to withdraw any Notes surrendered prior to the Fundamental
Change Expiration Time, a description of the procedure which a Noteholder must
follow to exercise such repurchase right and to withdraw any surrendered Notes,
the place or places where the holder is to surrender such holder's Notes and the
CUSIP number or numbers of the Notes (if then generally in use) and include a
form of Fundamental Change Repurchase Notice.

     No failure of the Company to give the foregoing notices and no defect
therein shall limit the Noteholders' repurchase rights or affect the validity of
the proceedings for the repurchase of the Notes pursuant to this Section 16.02.

     (c) Notwithstanding the foregoing, no Notes may be repurchased by the
Company at the option of the holders upon a Fundamental Change if the principal
amount of the Notes has been accelerated, and such acceleration has not been
rescinded, on or prior to the Fundamental Change Repurchase Date.

     Section 16.03. Withdrawal of Fundamental Change Repurchase Notice.

     (a) A Fundamental Change Repurchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the Corporate Trust Office of the
Trustee (or other Paying Agent appointed by the Company) in accordance with the
Fundamental Change Repurchase Notice at any time prior to the close of business
on the Business Day prior to the close of business on the Fundamental Change
Repurchase Date, specifying:

               (i) the certificate number, if any, of the Note in respect of
     which such notice of withdrawal is being submitted, or the appropriate
     Depositary information if the Note in respect of which such notice of
     withdrawal is being submitted is represented by a Global Note,

               (ii) the principal amount of the Note with respect to which such
     notice of withdrawal is being submitted, and

               (iii) the principal amount, if any, of such Note that remains
     subject to the original Fundamental Change Repurchase Notice, which portion
     must be in principal amounts of $1,000 or an integral multiple of $1,000;


                                       91

<PAGE>

provided, however, that if the Notes are not in certificated form, the notice
must comply with appropriate Depositary Procedures.

     Section 16.04. Deposit of Fundamental Change Repurchase Price.

     (a) On or prior to the Fundamental Change Repurchase Date, the Company will
deposit with the Trustee (or other Paying Agent appointed by the Company or if
the Company is acting as its own Paying Agent, set aside, segregate and hold in
trust as provided in Section 5.04) an amount of money sufficient to repurchase
on the Fundamental Change Repurchase Date all of the Notes to be repurchased on
such date at the appropriate Fundamental Change Repurchase Price; provided that
if such payment is made on the Fundamental Change Repurchase Date it must be
received by the Trustee or Paying Agent, as the case may be, by 11:00 a.m. New
York City time, on such date. Subject to receipt of funds and/or Notes by the
Trustee (or other Paying Agent appointed by the Company), payment for Notes
surrendered for repurchase (and not withdrawn) prior to the Fundamental Change
Expiration Time will be made promptly after the later of (x) the Fundamental
Change Repurchase Date with respect to such Note (provided the holder has
satisfied the conditions in Section 16.02) and (y) the time of delivery of such
Note to the Trustee (or other Paying Agent appointed by the Company) by the
holder thereof in the manner required by Section 16.02) by mailing checks for
the amount payable to the holders of such Notes entitled thereto as they shall
appear in the Note Register, provided, however, that payments to the Depositary
shall be made by wire transfer of immediately available funds to the account of
the Depositary or its nominee. The Trustee shall, promptly after such payment
and upon written demand by the Company, return to the Company any funds in
excess of the Fundamental Change Repurchase Price.

     (b) If the Trustee (or other Paying Agent appointed by the Company) holds
money sufficient to repurchase on the Fundamental Change Repurchase Date all the
Notes or portions thereof that are to be purchased as of the Fundamental Change
Repurchase Date, then on and after the Business Day following the Fundamental
Change Repurchase Date (i) such Notes will cease to be outstanding, (ii)
interest will cease to accrue on such Notes, and (iii) all other rights of the
holders of such Notes will terminate, whether or not book-entry transfer of the
Notes has been made or the Notes have been delivered to the Trustee or Paying
Agent, other than the right to receive the Fundamental Change Repurchase Price
upon delivery of the Notes.


                                       92

<PAGE>

                                   ARTICLE 17
                            MISCELLANEOUS PROVISIONS

     Section 17.01. Provisions Binding on Company's Successors. All the
covenants, stipulations, promises and agreements of the Company contained in
this Indenture shall bind its successors and assigns whether so expressed or
not.

     Section 17.02. Official Acts by Successor Corporation. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any corporation that shall at the time be the lawful sole successor
of the Company.

     Section 17.03. Addresses for Notices, Etc. Any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the Noteholders on the Company shall be deemed to have been
sufficiently given or made, for all purposes if given or served by being
deposited postage prepaid by registered or certified mail in a post office
letter box addressed (until another address is filed by the Company with the
Trustee) to LifePoint Hospitals, Inc., 103 Powell Court, Suite 200, Brentwood,
Tennessee, 37027, Attention: Chief Financial Officer. Any notice, direction,
request or demand hereunder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or served by being
deposited postage prepaid by registered or certified mail in a post office
letter box addressed to the Corporate Trust Office.

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

     Any notice or communication mailed to a Noteholder shall be mailed to him
by first class mail, postage prepaid, at his address as it appears on the Note
register and shall be sufficiently given to him if so mailed within the time
prescribed.

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

     Section 17.04. Governing Law. THIS INDENTURE AND EACH NOTE SHALL BE DEEMED
TO BE A CONTRACT MADE UNDER THE LAWS OF NEW YORK, AND FOR ALL PURPOSES SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK.


                                       93

<PAGE>

     Section 17.05. Evidence of Compliance with Conditions Precedent;
Certificates to Trustee. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been complied
with.

     Each certificate or opinion provided for by or on behalf of the Company in
this Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant provided for in this Indenture shall include (1) a
statement that the person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statement or opinion contained in
such certificate or opinion is based; (3) a statement that, in the opinion of
such person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (4) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

     Section 17.06. Legal Holidays. In any case where the date of maturity of
interest on or principal of the Notes or the date fixed for repurchase of any
Note will not be a Business Day, then payment of such interest on or principal
of the Notes need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for repurchase, and no interest shall accrue for the
period from and after such date.

     Section 17.07. No Security Interest Created. Nothing in this Indenture or
in the Notes, expressed or implied, shall be construed to constitute a security
interest under the Uniform Commercial Code or similar legislation, as now or
hereafter enacted and in effect, in any jurisdiction.

     Section 17.08. Trust Indenture Act. This Indenture is hereby made subject
to, and shall be governed by, the provisions of the Trust Indenture Act required
to be part of and to govern indentures qualified under the Trust Indenture Act;
provided, however, that, unless otherwise required by law, notwithstanding the
foregoing, this Indenture and the Notes issued hereunder shall not be subject to
the provisions of subsections (a)(1), (a)(2), and (a)(3) of Section 314 of the
Trust Indenture Act as now in effect as hereafter amended or modified; provided
further that this Section 17.08 shall not require that this Indenture or the
Trustee be qualified under the Trust Indenture Act prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act,
nor shall it constitute any


                                       94

<PAGE>

admission or acknowledgment by any party hereto that any such qualification is
required prior to the time such qualification is in fact required under the
terms of the Trust Indenture Act. If any provision hereof limits, qualifies or
conflicts with another provision hereof which is required to be included in an
indenture qualified under the Trust Indenture Act, such required provision shall
control.

     Section 17.09. Benefits of Indenture. Nothing in this Indenture or in the
Notes, expressed or implied, shall give to any person, other than the parties
hereto, any Paying Agent, any authenticating agent, any Note registrar and their
successors hereunder, the Noteholders, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

     Section 17.10. Table of Contents, Headings, Etc. The table of contents and
the titles 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.

     Section 17.11. Authenticating Agent. The Trustee may appoint an
authenticating agent which shall be authorized to act on its behalf and subject
to its direction in the authentication and delivery of Notes in connection with
the original issuance thereof and transfers and exchanges of Notes hereunder,
including under Section 2.05, Section 2.06, Section 2.07, and Section 2.08,
as fully to all intents and purposes as though the authenticating agent had been
expressly authorized by this Indenture and those Sections to authenticate and
deliver Notes. For all purposes of this Indenture, the authentication and
delivery of Notes by the authenticating agent shall be deemed to be
authentication and delivery of such Notes "by the Trustee" and a certificate of
authentication executed on behalf of the Trustee by an authenticating agent
shall be deemed to satisfy any requirement hereunder or in the Notes for the
Trustee's certificate of authentication. Such authenticating agent shall at all
times be a person eligible to serve as trustee hereunder pursuant to Section
8.09.

     Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any authenticating agent
shall be a party, or any corporation succeeding to the corporate trust business
of any authenticating agent, shall be the successor of the authenticating agent
hereunder, if such successor corporation is otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the
part of the parties hereto or the authenticating agent or such successor
corporation.

     Any authenticating agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any authenticating agent by giving written notice of


                                       95

<PAGE>

termination to such authenticating agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time any
authenticating agent shall cease to be eligible under this Section, the Trustee
shall promptly appoint a successor authenticating agent (which may be the
Trustee), shall give written notice of such appointment to the Company and shall
mail notice of such appointment to all Noteholders as the names and addresses of
such holders appear on the Note register.

     The Company agrees to pay to the authenticating agent from time to time
reasonable compensation for its services although the Company may terminate the
authenticating agent, if it determines such agent's fees to be unreasonable.

     The provisions of Section 8.02, Section 8.03, Section 8.04, Section
9.03 and this Section 17.11 shall be applicable to any authenticating agent.

     Section 17.12. Execution in Counterparts. This Indenture may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.


                                       96

<PAGE>

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

                                      LIFEPOINT HOSPITALS, INC.


                                      By:    /s/ William F. Carpenter III
                                           -----------------------------------
                                      Name:  William F. Carpenter III
                                            ----------------------------------
                                      Title: President & Chief Executive Officer
                                             ---------------------------------


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


                                      By:    /s/ Thomas E. Clower
                                           -----------------------------------
                                      Name:  Thomas E. Clower
                                            ----------------------------------
                                      Title: Vice President
                                             ---------------------------------
<PAGE>

                                                                       EXHIBIT A

                             [FORM OF FACE OF NOTE]

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.


                                       A-1

<PAGE>

                            LIFEPOINT HOSPITALS, INC.
               3.5% Convertible Senior Subordinated Notes due 2014

No. 1                                                               $500,000,000

CUSIP No.

     LifePoint Hospitals, Inc., a corporation duly organized and validly
existing under the laws of the State of Delaware (herein called the "Company,"
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of Five Hundred Million Dollars (which
amount may from time to time be increased or decreased to such other principal
amounts (which, taken together with the principal amounts of all other
outstanding Notes, shall not, unless permitted by the Indenture, exceed
$575,000,000 in aggregate at any time) by adjustments made on the records of the
Trustee as set forth in Schedule B hereto, as Custodian of the Depositary, in
accordance with the rules and procedures of the Depositary) on May 15, 2014.

     The Notes bear interest at the rate of 3.5% per year from the date of
original issuance of the Notes, or from the most recent date to which interest
had been paid or provided for to, but excluding, the next scheduled Interest
Payment Date. Interest is payable semi-annually in arrears on each May 15 and
November 15, commencing November 15, 2007, to holders of record at the close of
business on the preceding May 1 and November 1, respectively.

     Payment of the principal of and interest accrued on this Note shall be made
at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, or, at the option of the holder of
this Note, at the Corporate Trust Office, in such lawful money of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts; provided, however, interest may be paid by
check mailed to such holder's address as it appears in the Note register;
provided further, however, that, with respect to any Noteholder with an
aggregate principal amount equal to or in excess of $2,000,000, at the request
of such holder in writing to the Company, interest on such holder's Notes shall
be paid by wire transfer in immediately available funds in accordance with the
written wire transfer instruction supplied by such holder from time to time to
the Trustee and Paying Agent (if different from the Trustee) at least two days
prior to the applicable record date; provided that any payment to the Depositary
or its nominee shall be paid by wire transfer in immediately available funds in
accordance with the wire transfer instruction supplied by the Depositary or its
nominee from time to time to the Trustee and Paying Agent (if different from
Trustee) at least two days prior to the applicable record date.


                                       A-2

<PAGE>

     Reference is made to the further provisions of this Note set forth on the
reverse hereof, including, without limitation, provisions subordinating the
payment of principal of this Note to the prior payment in full of all Senior
Indebtedness as defined in the Indenture and provisions giving the holder of
this Note the right to convert this Note into cash and Common Stock of the
Company on the terms and subject to the limitations referred to on the reverse
hereof and as more fully specified in the Indenture. Such further provisions
shall for all purposes have the same effect as though fully set forth at this
place.

     This Note shall be deemed to be a contract made under the laws of the State
of New York, and for all purposes shall be construed in accordance with and
governed by the laws of said State (without regard to the conflicts of laws
provisions thereof).

     This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.

                  [Remainder of page intentionally left blank]


                                       A-3

<PAGE>

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

                                        LIFEPOINT HOSPITALS, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


TRUSTEE'S CERTIFICATE OF
AUTHENTICATION THE BANK OF NEW YORK
TRUST COMPANY, N.A., as Trustee,
certifies that this is one of the
Notes described in the within-named
Indenture.


By:
    ---------------------------------
    Authorized Officer


                                       A-4

<PAGE>

                            [FORM OF REVERSE OF NOTE]

                            LIFEPOINT HOSPITALS, INC.
               3.5% Convertible Senior Subordinated Notes due 2014

     This Note is one of a duly authorized issue of Notes of the Company,
designated as its 3.5% Convertible Senior Subordinated Notes due 2014 (herein
called the "Notes"), limited to the aggregate principal amount of $575,000,000
all issued or to be issued under and pursuant to an Indenture dated as of May
29, 2007 (herein called the "Indenture"), between the Company and The Bank of
New York Trust Company, N.A. (herein called the "Trustee"), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the Notes.
Additional Notes may be issued in an unlimited aggregate principal amount,
subject to certain conditions specified in the Indenture.

     In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of, and accrued and unpaid interest on
all Notes may be declared, and upon said declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.

     Subject to the terms and conditions of the Indenture, the Company will make
all payments and deliveries in respect of the Fundamental Change Repurchase
Price and the principal amount on the maturity date, as the case may be, to the
holder who surrenders a Note to a Paying Agent to collect such payments in
respect of the Note. The Company will pay cash amounts in money of the United
States that at the time of payment is legal tender for payment of public and
private debts.

     The Indenture contains provisions permitting the Company and the Trustee in
certain circumstances, without the consent of the holders of the Notes, and in
other circumstances, with the consent of the holders of not less than a majority
in aggregate principal amount of the Notes at the time outstanding, evidenced as
in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the holders of the Notes; provided, however, that no such supplemental
indenture shall make any of the changes set forth in Section 11.02 of the
Indenture, without the consent of the holders of all Notes then outstanding. It
is also provided in the Indenture that, prior to any declaration accelerating
the maturity of the Notes, the holders of a majority in aggregate principal
amount of the Notes at the time outstanding may on behalf of the holders of all
of the Notes


                                       A-5

<PAGE>

waive any past default or Event of Default under the Indenture and its
consequences except as provided in the Indenture. Any such consent or waiver by
the holder of this Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such holder and upon all future holders and owners
of this Note and any Notes which may be issued in exchange or substitution
hereof, irrespective of whether or not any notation thereof is made upon this
Note or such other Notes.

     The indebtedness evidenced by the Note is, to the extent and in the manner
provided in the Indenture, expressly subordinate and subject in right of payment
to the prior payment in full in cash or other payment satisfactory to the
holders of Senior Indebtedness of all Senior Indebtedness of the Company, as
defined in the Indenture, whether outstanding at the date of the Indenture or
thereafter incurred, and this Note is issued subject to the provisions of the
Indenture with respect to such subordination. Each holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions and
authorizes the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination so provided and appoints the Trustee
his attorney in fact for such purpose.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, and accrued and unpaid
interest on this Note at the place, at the respective times, at the rate and in
the lawful money herein prescribed.

     The Notes are issuable in registered form without coupons in denominations
of $1,000 principal amount and integral multiples thereof. At the office or
agency of the Company referred to on the face hereof, and in the manner and
subject to the limitations provided in the Indenture, without payment of any
service charge but with payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration or
exchange of Notes, Notes may be exchanged for a like aggregate principal amount
of Notes of other authorized denominations.

     Upon the occurrence of a "Fundamental Change," the holder has the right, at
such holder's option, to require the Company to repurchase all of such holder's
Notes or any portion thereof (in principal amounts of $1,000 or integral
multiples thereof) on the Fundamental Change Purchase Date at a price equal to
100% of the principal amount of the Notes such holder elects to require the
Company to repurchase, together with accrued and unpaid interest, to but
excluding the date fixed for repurchase. The Company or, at the written request
of the Company, the Trustee shall mail to all holders of record of the Notes a
notice of the occurrence of a Fundamental Change and of the repurchase right
arising as a result thereof on


                                       A-6

<PAGE>

or before the fifteenth calendar day after the occurrence of such Fundamental
Change.

     Subject to the provisions of the Indenture, the holder hereof has the
right, at its option, on and after March 15, 2014, or earlier upon the
occurrence of certain conditions specified in the Indenture and prior to the
close of business on the business day immediately preceding the maturity date,
to convert any Notes or portion thereof which is $1,000 or an integral multiple
thereof, into cash and, if applicable, shares of Common Stock, in each case at a
Conversion Rate specified in the Indenture, as adjusted from time to time as
provided in the Indenture, upon surrender of this Note, together with a
conversion notice as provided in the Indenture and this Note, to the Company at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, or at the option of such holder, the
Corporate Trust Office, and, unless the shares issuable on conversion are to be
issued in the same name as this Note, duly endorsed by, or accompanied by
instruments of transfer in form satisfactory to the Company duly executed by,
the holder or by his duly authorized attorney. The initial Conversion Rate shall
be 19.3095 shares for each $1,000 principal amount of Notes. No fractional
shares of Common Stock will be issued upon any conversion, but an adjustment in
cash will be paid to the holder, as provided in the Indenture, in respect of any
fraction of a share which would otherwise be issuable upon the surrender of any
Note or Notes for conversion. No adjustment shall be made for dividends or any
shares issued upon conversion of such Note except as provided in the Indenture.

     Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, a new Note or Notes of authorized denominations for an equal aggregate
principal amount will be issued to the transferee in exchange thereof, subject
to the limitations provided in the Indenture, without charge except for any tax,
assessments or other governmental charge imposed in connection therewith.

     The Company, the Trustee, any authenticating agent, any Paying Agent, any
Conversion Agent and any Note registrar may deem and treat the registered holder
hereof as the absolute owner of this Note (whether or not this Note shall be
overdue and notwithstanding any notation of ownership or other writing hereon),
for the purpose of receiving payment hereof, or on account hereof, for the
conversion hereof and for all other purposes, and neither the Company nor the
Trustee nor any other authenticating agent nor any Paying Agent nor any other
Conversion Agent nor any Note registrar shall be affected by any notice to the
contrary. Notwithstanding the foregoing, the Indenture provides that following
an event which, after notice or passage of time or both, would become a Default,
owners of beneficial interests in a Global Note may directly enforce against the
Company such owners' right to exchange such beneficial interest for Notes in


                                       A-7

<PAGE>

certificated form. All payments made to or upon the order of such registered
holder shall, to the extent of the sum or sums paid, satisfy and discharge
liability for monies payable on this Note.

     No recourse for the payment of the principal of, or accrued and unpaid
interest on this Note, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental thereto or in any
Note, or because of the creation of any indebtedness represented thereby, shall
be had against any incorporator, stockholder, employee, agent, officer, director
or subsidiary, as such, past, present or future, of the Company or of any
successor corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

     Terms used in this Note and defined in the Indenture are used herein as
therein defined.


                                       A-8

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this
Note, shall be construed as though they were written out in full according to
applicable laws or regulations:

TEN COM - as tenants in common          UNIF GIFT MIN ACT


                                        ______________________________ Custodian
                                                    (Cust)

TEN ENT - as tenants by the
entireties


                                        ______________________________
                                                    (Minor)

JT TEN  - as joint tenants with right
of survivorship and not as tenants in
common                                  Uniform Gifts to Minors Act ____ (State)

                    Additional abbreviations may also be used
                          though not in the above list.


                                       A-9

<PAGE>

                                                                       EXHIBIT B

                           [FORM OF CONVERSION NOTICE]

To: LifePoint Hospitals, Inc.

     The undersigned registered owner of this Note hereby irrevocably (subject
to revocation as set forth in the Indenture) exercises the option to convert
this Note, or the portion hereof (which is $1,000 principal amount or an
integral multiple thereof) below designated, into cash and shares of Common
Stock, if any, in accordance with the terms of the Indenture referred to in this
Note, and directs that the shares issuable and deliverable upon such conversion,
if any, together with any check in payment of the Principal Return (as defined
in the Indenture) and for fractional shares and any Notes representing any
unconverted principal amount hereof, be issued and delivered to the registered
holder hereof unless a different name has been indicated below. If shares or any
portion of this Note not converted are to be issued in the name of a person
other than the undersigned, the undersigned will pay all transfer taxes payable
with respect thereto. Any amount required to be paid to the undersigned on
account of interest accompanies this Note.

Dated:
       ------------------------------

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



                                        ----------------------------------------
                                        Signature(s)


-------------------------------------
Signature Guarantee
Signature(s) must be guaranteed
by an eligible Guarantor Institution
(banks, stock brokers, savings and
loan associations and credit unions)
with membership in an approved
signature guarantee medallion program
pursuant to Securities and Exchange
Commission Rule 17Ad-15 if shares
of Common Stock are to be issued, or
Notes to be delivered, other than
to and in the name of the registered
holder.


                                       B-1

<PAGE>

Fill in for registration of shares if
to be issued, and Notes if to
be delivered, other than to and in the
name of the registered holder:

_____________________________________
(Name)

_____________________________________
(Street Address)

_____________________________________
(City, State and Zip Code)
Please print name and address
                                        Principal amount to be converted
                                        (if less than all): $______,000

                                        ________________________________________
                                        Social Security or Other Taxpayer
                                        Identification Number


                                       B-2

<PAGE>

                                                                       EXHIBIT C

                       [FORM OF OPTION TO ELECT REPAYMENT
                           UPON A FUNDAMENTAL CHANGE]

To: LifePoint Hospitals, Inc.

The undersigned registered owner of this Note hereby acknowledges receipt of a
notice from LifePoint Hospitals, Inc. (the "Company") as to the occurrence of a
Fundamental Change with respect to the Company and requests and instructs the
Company to repay the entire principal amount of this Note, or the portion
thereof (which is $1,000 principal amount or an integral multiple thereof) below
designated, in accordance with the terms of the Indenture referred to in this
Note, together with accrued and unpaid interest, if any, to, but excluding, such
date, to the registered holder hereof.

Dated:
       ------------------------------

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


                                        ----------------------------------------
                                        Signature(s)

                                        ----------------------------------------
                                        Social Security or Other Taxpayer
                                        Identification Number
                                        Principal amount to be repaid
                                        (if less than all): $______,000
                                        NOTICE:  The above signatures of the
                                        holder(s) hereof must correspond with
                                        the name as written upon the face of the
                                        Note in every particular without
                                        alteration or enlargement or any change
                                        whatever.


                                       C-1
<PAGE>

                                                                      SCHEDULE A

<TABLE>
<CAPTION>
                                                       APPLICABLE PRICE
CONVERSION   ---------------------------------------------------------------------------------------------------
   DATE      $37.94   $40.00   $50.00   $55.00   $60.00   $65.00   $75.00   $90.00   $110.00   $150.00   $200.00
----------   ------   ------   ------   ------   ------   ------   ------   ------   -------   -------   -------
<S>          <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>       <C>
  5/29/07    7.0479   6.3299   4.0165   3.3085   2.7829   2.3744   1.8087   1.3142    0.9628    0.6430    0.4659
  5/15/08    7.0479   6.1778   3.7920   3.0776   2.5515   2.1464   1.6030   1.1389    0.8233    0.5484    0.3987
  5/15/09    7.0479   5.9928   3.4948   2.7678   2.2377   1.8354   1.3252   0.9037    0.6396    0.4238    0.3099
  5/15/10    7.0479   5.8299   3.2101   2.4605   1.9233   1.5503   1.0611   0.6994    0.4874    0.3242    0.2386
  5/15/11    7.0479   5.7308   2.9701   2.2068   1.6724   1.3029   0.8645   0.5536    0.3886    0.2658    0.1977
  5/15/12    7.0479   5.5775   2.5799   1.7992   1.2872   0.9374   0.5630   0.3492    0.2484    0.1751    0.1311
  5/15/13    7.0479   5.3973   1.9494   1.1175   0.6339   0.3519   0.1399   0.0770    0.0599    0.0439    0.0329
  5/14/14    7.0479   5.6905   0.6905   0.0000   0.0000   0.0000   0.0000   0.0000    0.0000    0.0000    0.0000
</TABLE>


                                       A-1

<PAGE>


                                                                      SCHEDULE B

                            LIFEPOINT HOSPITALS, INC.
               3.5% Convertible Senior Subordinated Notes Due 2014

No. _______

<TABLE>
<CAPTION>
                             Notation Explaining      Authorized Signature of
Date   Principal Amount   Principal Amount Recorded     Trustee or Custodian
----   ----------------   -------------------------   -----------------------
<S>    <C>                <C>                         <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>


                                       B-1