<PAGE>
                                                                     EXHIBIT 4.1


                          PROVINCE HEALTHCARE COMPANY

                     4 1/4% Convertible Subordinated Notes
                                    due 2008

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


                                   INDENTURE

                          Dated as of October 10, 2001

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

                               NATIONAL CITY BANK

                                    TRUSTEE

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


<PAGE>


                            CROSS REFERENCE TABLE*


<TABLE>
<CAPTION>
TIA SECTION.....................................................          INDENTURE SECTION
<S>                                                                       <C>
310(a)(1).......................................................                7.09
   (a)(2).......................................................                7.09
   (a)(3).......................................................                N.A.
   (a)(4).......................................................                N.A.
   (b)..........................................................             7.08; 7.10
   (c)..........................................................                N.A.
311(a)..........................................................                7.13
   (b)..........................................................                7.13
   (c)..........................................................                N.A.
312(a)..........................................................                2.05
   (b)..........................................................               12.03
   (c)..........................................................               12.03
313(a)..........................................................                7.14
   (b)(1).......................................................                N.A.
   (b)(2).......................................................                7.14
   (c)..........................................................               12.02
   (d)..........................................................                7.14
314(a)..........................................................          4.02; 4.03; 12.02
   (b)..........................................................                N.A.
   (c)(1).......................................................               12.04
   (c)(2).......................................................               12.04
   (c)(3).......................................................                N.A.
   (d)..........................................................                N.A.
   (e)..........................................................               12.05
   (f)..........................................................                N.A.
315(a)..........................................................                7.01
   (b)..........................................................             7.15; 12.02
   (c)..........................................................                7.01
   (d)..........................................................                7.01
   (e)..........................................................                6.11
316(a) (last sentence)..........................................                2.08
   (a)(1)(A)....................................................                6.05
   (a)(1)(B)....................................................                6.04
   (a)(2).......................................................                N.A.
   (b)..........................................................                6.07
317(a)(1).......................................................                6.08
   (a)(2).......................................................                6.09
   (b)..........................................................                2.04
318(a)..........................................................               12.01
</TABLE>

                           N.A. means Not Applicable.

---------
*        Note: This Cross Reference Table shall not, for any purpose, be deemed
         to be part of the Indenture.


<PAGE>


                              TABLE OF CONTENTS*


<TABLE>
<CAPTION>
                                                                                                     PAGE

<S>                                                                                                  <C>
                        ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01   Definitions.............................................................................1
SECTION 1.02   Other Definitions......................................................................10
SECTION 1.03   Incorporation by Reference of Trust Indenture Act......................................10
SECTION 1.04   Rules of Construction..................................................................11
SECTION 1.05   Acts of Holders........................................................................11

                                             ARTICLE 2 THE NOTES

SECTION 2.01   Form and Dating........................................................................12
SECTION 2.02   Execution and Authentication...........................................................14
SECTION 2.03   Registrar, Paying Agent and Conversion Agent...........................................14
SECTION 2.04   Paying Agent to Hold Money and Notes in Trust..........................................15
SECTION 2.05   Noteholder Lists.......................................................................15
SECTION 2.06   Transfer and Exchange..................................................................16
SECTION 2.07   Replacement Notes......................................................................17
SECTION 2.08   Outstanding Notes; Determinations of Holders' Action...................................18
SECTION 2.09   Temporary Notes........................................................................18
SECTION 2.10   Cancellation...........................................................................19
SECTION 2.11   Persons Deemed Owners..................................................................19
SECTION 2.12   Global Notes...........................................................................19
SECTION 2.13   CUSIP Numbers..........................................................................23
SECTION 2.14   Defaulted Interest.....................................................................24

                                     ARTICLE 3 REDEMPTION AND PURCHASES

SECTION 3.01   Right to Redeem; Notices to Trustee....................................................24
SECTION 3.02   Selection of Notes to Be Redeemed......................................................24
SECTION 3.03   Notice of Redemption...................................................................25
SECTION 3.04   Effect of Notice of Redemption.........................................................25
SECTION 3.05   Deposit of Redemption Price............................................................26
SECTION 3.06   Notes Redeemed in Part.................................................................26
SECTION 3.07   Conversion Arrangement on Call for Redemption..........................................26
SECTION 3.08   Repurchase of Notes at Option of the Holder upon Change in Control.....................27
SECTION 3.09   Effect of Change in Control Repurchase Notice..........................................30
SECTION 3.10   Deposit of Change in Control Repurchase Price..........................................31
SECTION 3.11   Notes Purchased in Part................................................................32
SECTION 3.12   Covenant to Comply with Securities Laws upon Purchase of Notes.........................32
</TABLE>


---------
*        This Table of Contents shall not, for any purpose, be deemed to be
         part of the Indenture.


                                       i
<PAGE>


<TABLE>
<S>                                                                                                  <C>
SECTION 3.13   Repayment to the Company...............................................................32

                                            ARTICLE 4 COVENANTS

SECTION 4.01   Payment of Principal, Premium, Interest on the Notes...................................32
SECTION 4.02   SEC and Other Reports..................................................................33
SECTION 4.03   Compliance Certificate.................................................................33
SECTION 4.04   Further Instruments and Acts...........................................................33
SECTION 4.05   Maintenance of Office or Agency........................................................33
SECTION 4.06   Delivery of Certain Information........................................................34

                                       ARTICLE 5 SUCCESSOR CORPORATION

SECTION 5.01   When Company May Merge or Transfer Assets..............................................34

                                       ARTICLE 6 DEFAULTS AND REMEDIES

SECTION 6.01   Events of Default......................................................................35
SECTION 6.02   Acceleration...........................................................................37
SECTION 6.03   Other Remedies.........................................................................38
SECTION 6.04   Waiver of Past Defaults................................................................38
SECTION 6.05   Control by Majority....................................................................38
SECTION 6.06   Limitation on Suits....................................................................38
SECTION 6.07   Rights of Holders to Receive Payment...................................................39
SECTION 6.08   Collection Suit by Trustee.............................................................39
SECTION 6.09   Trustee May File Proofs of Claim.......................................................39
SECTION 6.10   Priorities.............................................................................40
SECTION 6.11   Undertaking for Costs..................................................................40
SECTION 6.12   Waiver of Stay, Extension or Usury Laws................................................41

                                              ARTICLE 7 TRUSTEE

SECTION 7.01   Duties and Responsibilities of the Trustee; During Default; Prior to Default...........41
SECTION 7.02   Certain Rights of the Trustee..........................................................42
SECTION 7.03   Trustee Not Responsible for Recitals, Disposition of Notes or
               Application of Proceeds Thereof........................................................43
SECTION 7.04   Trustee and Agents May Hold Notes; Collections, etc....................................43
SECTION 7.05   Moneys Held by Trustee.................................................................44
SECTION 7.06   Compensation and Indemnification of Trustee and Its Prior Claim........................44
SECTION 7.07   Right of Trustee to Rely on Officers' Certificate, etc.................................44
SECTION 7.08   Conflicting Interests..................................................................45
SECTION 7.09   Persons Eligible for Appointment as Trustee............................................45
SECTION 7.10   Resignation and Removal; Appointment of Successor Trustee..............................45
SECTION 7.11   Acceptance of Appointment by Successor Trustee.........................................46
SECTION 7.12   Merger, Conversion, Consolidation or Succession to Business of Trustee.................47
SECTION 7.13   Preferential Collection of Claims Against the Company..................................47
SECTION 7.14   Reports by the Trustee.................................................................47
</TABLE>



                                      ii
<PAGE>


<TABLE>
<S>                                                                                                  <C>
SECTION 7.15   Trustee to Give Notice of Default, But May Withhold in Certain Circumstances...........48

                                       ARTICLE 8 DISCHARGE OF INDENTURE

SECTION 8.01   Discharge of Liability on Notes........................................................48
SECTION 8.02   Repayment of the Company...............................................................48

                                             ARTICLE 9 AMENDMENTS

SECTION 9.01   Without Consent of Holders.............................................................49
SECTION 9.02   With Consent of Holders................................................................50
SECTION 9.03   Compliance with Trust Indenture Act....................................................50
SECTION 9.04   Revocation and Effect of Consents, Waivers and Actions.................................50
SECTION 9.05   Notation on or Exchange of Notes.......................................................51
SECTION 9.06   Trustee to Sign Supplemental Indentures................................................51
SECTION 9.07   Effect of Supplemental Indentures......................................................51

                                             ARTICLE 10 CONVERSION

SECTION 10.01  Conversion Right and Conversion Price..................................................51
SECTION 10.02  Exercise of Conversion Right...........................................................52
SECTION 10.03  Fractions of Shares....................................................................53
SECTION 10.04  Adjustment of Conversion Price.........................................................53
SECTION 10.05  Notice of Adjustments of Conversion Price..............................................62
SECTION 10.06  Notice Prior to Certain Actions........................................................62
SECTION 10.07  Company to Reserve Common Stock........................................................63
SECTION 10.08  Taxes on Conversions...................................................................63
SECTION 10.09  Covenant as to Common Stock............................................................64
SECTION 10.10  Cancellation of Converted Notes........................................................64
SECTION 10.11  Effect of Reclassification, Consolidation, Merger or Sale..............................64
SECTION 10.12  Responsibility of Trustee for Conversion Provisions....................................65

                                          ARTICLE 11 SUBORDINATION

SECTION 11.01  Agreement to Subordinate...............................................................66
SECTION 11.02  Liquidation; Dissolution; Bankruptcy...................................................66
SECTION 11.03  Default on Designated Senior Indebtedness..............................................67
SECTION 11.04  Acceleration of Notes..................................................................68
SECTION 11.05  When Distribution Must Be Paid Over....................................................68
SECTION 11.06  Notice by the Company..................................................................68
SECTION 11.07  Subrogation............................................................................68
SECTION 11.08  Relative Rights........................................................................69
SECTION 11.09  Subordination May Not Be Impaired by the Company.......................................69
SECTION 11.10  Distribution or Notice to Representative...............................................69
SECTION 11.11  Rights of Trustee and Paying Agent.....................................................70

                                         ARTICLE 12 MISCELLANEOUS

SECTION 12.01  Trust Indenture Act Controls...........................................................70
</TABLE>


                                      iii
<PAGE>


<TABLE>
<S>                                                                                                  <C>
SECTION 12.02  Notices................................................................................70
SECTION 12.03  Communication by Holders with Other Holders............................................71
SECTION 12.04  Certificate and Opinion as to Conditions Precedent.....................................71
SECTION 12.05  Statements Required in Certificate or Opinion..........................................72
SECTION 12.06  Separability Clause....................................................................72
SECTION 12.07  Rules by Trustee, Paying Agent, Conversion Agent and Registrar.........................72
SECTION 12.08  Legal Holidays.........................................................................72
SECTION 12.09  GOVERNING LAW..........................................................................72
SECTION 12.10  No Recourse Against Others.............................................................73
SECTION 12.11  Successors.............................................................................73
SECTION 12.12  Multiple Originals.....................................................................73
</TABLE>


EXHIBITS


<TABLE>
<S>               <C>
Exhibit A-1       Form of Face of Global Note
Exhibit A-2       Form of Certificated Note
Exhibit B-1       Transfer Certificate
Exhibit B-2       Form of Letter to Be Delivered by Accredited Investors
</TABLE>


                                      iv
<PAGE>


                  INDENTURE dated as of October 10, 2001 between PROVINCE
HEALTHCARE COMPANY, a Delaware corporation (the "Company"), and NATIONAL CITY
BANK, a national banking association with trust powers, as Trustee hereunder
(the "Trustee").

                            RECITALS OF THE COMPANY

                  The Company has duly authorized the creation of an issue of
its 4 1/4% Convertible Subordinated Notes due 2008 (herein called the "Notes")
of substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture.

                  All things necessary to make the Notes, when the Notes are
executed by the Company and authenticated and delivered hereunder, the valid
obligations of the Company, and to make this Indenture a valid agreement of the
Company, in accordance with their and its terms, have been done. Further, all
things necessary to duly authorize the issuance of the Common Stock of the
Company issuable upon the conversion of the Notes, and to duly reserve for
issuance the number of shares of Common Stock issuable upon such conversion,
have been done.

                  This Indenture is subject to, and shall be governed by, the
provisions of the Trust Indenture Act of 1939, as amended, that are required to
be a part of and to govern indentures qualified under the Trust Indenture Act
of 1939, as amended.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in consideration of the premises and the purchase of
the Notes by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Notes, as follows:

                                   ARTICLE 1

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  SECTION 1.01      Definitions. For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:

                  (1)      the terms defined in this Article have the meanings
         assigned to them in this Article and include the plural as well as the
         singular;

                  (2)      all accounting terms not otherwise defined herein
         have the meanings assigned to them in accordance with GAAP; and

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

                  "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


                                       1
<PAGE>


person. For 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 Procedures" means, with respect to any transfer
or transaction involving a Global Note or beneficial interest therein, the
rules and procedures of the Depositary for such Note, in each case to the
extent applicable to such transaction and as in effect from time to time.

                  "Board of Directors" means either the board of directors of
the Company or any duly authorized committee of such board.

                  "Board Resolution" means a resolution duly adopted by the
Board of Directors, a copy of which, certified by the Secretary or an Assistant
Secretary of the Company to be in full force and effect on the date of such
certification, shall have been delivered to the Trustee.

                  "Business Day" means each day of the year other than a
Saturday or a Sunday on which banking institutions are not required or
authorized to close in the City of New York and the city of Louisville,
Kentucky.

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

                   "Certificated Notes" means Notes that are in the form of the
Notes attached hereto as Exhibit A-2.

                  "Closing Price" of any security on any date of determination
means:

                  (1)      the closing sale price (or, if no closing sale price
         is reported, the last reported sale price) of such security on the New
         York Stock Exchange on such date;

                  (2)      if such security is not listed for trading on the
         New York Stock Exchange on any such date, the closing sale price as
         reported in the composite transactions for the principal U.S.
         securities exchange on which such security is so listed;

                  (3)      if such security is not so listed on a U.S. national
         or regional securities exchange, the closing sale price as reported by
         the NASDAQ National Market;

                  (4)      if such security is not so reported, the last quoted
         bid price for such security in the over-the-counter market as reported
         by the National Quotation Bureau or similar organization; or

                  (5)      if such bid price is not available, the average of
         the mid-point of the last bid and ask prices of such security on such
         date from at least three nationally recognized independent investment
         banking firms retained for this purpose by the Company.


                                       2
<PAGE>


                  "Common Stock" means the Common Stock, par value $0.01 per
share, of the Company authorized at the date of this instrument as originally
executed. Subject to the provisions of Section 10.11, shares issuable on
conversion or repurchase of Notes shall include only shares of Common Stock or
shares of any class or classes of common stock resulting from any
reclassification or reclassifications thereof; provided, however, that if at
any time there shall be more than one such resulting class, the shares so
issuable on conversion of Notes shall include shares of all such classes, and
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.

                  "common stock" means any stock of any class of capital stock
which has 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 issuer.

                  "Company" means the party named as the "Company" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor. The foregoing sentence shall likewise apply to any subsequent such
successor or successors.

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by any two Officers.

                  "Conversion Agent" means any person authorized by the Company
to convert Notes in accordance with Article 10 hereof.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereof is located at National City Bank,
c/o National City Bank of Kentucky, 101 South Fifth Street, Louisville, KY
40202, or such other address as the Trustee may designate from time to time by
notice to the Holders and the Company, or the principal corporate trust office
of any successor Trustee (or such other address as a successor Trustee may
designate from time to time by notice to the Holders and the Company).

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

                  "Designated Senior Indebtedness" means:

                  (1)      all Senior Indebtedness under the Senior Credit
         Agreement; and

                  (2)      any other Senior Indebtedness which, at the time of
         determination, has an aggregate principal amount outstanding of at
         least $25.0 million and that has been specifically designated in the
         instrument evidencing such Senior Indebtedness as "Designated Senior
         Indebtedness" of the Company.


                                       3
<PAGE>


                  "Dollar" or "U.S.$" means a dollar or other equivalent unit
in such coin or currency of the United States as at the time shall be legal
tender for the payment of public and private debts.

                  "GAAP" means United States generally accepted accounting
principles as in effect from time to time.

                  "Global Notes" means Notes that are in the form of the Notes
attached hereto as Exhibit A-1, and to the extent that such Notes are required
to bear the Legend required by Section 2.06(f), such Notes will be in the form
of a 144A Global Note.

                  "Guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness.

                  "Holder" or "Noteholder" means a person in whose name a Note
is registered on the Registrar's books.

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

                  (a)      all liabilities of such person for borrowed money
         (including overdrafts) or for the deferred purchase price of property
         or services, excluding any trade payables and other accrued current
         liabilities incurred in the ordinary course of business, but
         including, without limitation, all obligations, contingent or
         otherwise, of such person in connection with any letters of credit and
         acceptances issued under letter of credit facilities, acceptance
         facilities or other similar facilities;

                  (b)      all obligations of such person evidenced by bonds,
         notes, debentures or other similar instruments;

                  (c)      indebtedness of such person created or arising under
         any conditional sale or other title retention agreement with respect
         to property acquired by such person (even if the rights and remedies
         of the seller or lender under such agreement in the event of default
         are limited to repossession or sale of such property), but excluding
         trade payables arising in the ordinary course of business;

                  (d)      all capitalized lease obligations of such person;

                  (e)      all obligations of such person under or in respect
         of interest rate agreements or currency agreements;

                  (f)      all indebtedness referred to in (but not excluded
         from) the preceding clauses of other persons and all dividends of
         other persons, the payment of which is secured by (or for which the
         holder of such indebtedness has an existing right, contingent or
         otherwise, to be secured by) any Lien or with respect to property
         (including, without limitation, accounts and contract rights) owned by
         such person, even though such person has not assumed or become liable
         for the payment of such indebtedness (the amount of


                                       4
<PAGE>


         such obligation being deemed to be the lesser of the value of such
         property or asset or the amount of the obligation so secured);

                  (g)      all guarantees by such person of indebtedness
         referred to in this definition or of any other person;

                  (h)      all Redeemable Capital Stock of such person valued
         at the greater of its voluntary or involuntary maximum fixed
         repurchase price plus accrued and unpaid dividends; and

                  (i)      the present value of the obligation of such person
         as lessee for net rental payments (excluding all amounts required to
         be paid on account of maintenance and repairs, insurance, taxes,
         assessments, water, utilities and similar charges to the extent
         included in such rental payments) during the remaining term of the
         lease included in such sale and leaseback transaction including any
         period for which such lease has been extended or may, at the option of
         the lessor, be extended. Such present value shall be calculated using
         a discount rate equal to the rate of interest implicit in such
         transaction, determined in accordance with GAAP.

                  "Indenture" means this Indenture, as amended or supplemented
from time to time in accordance with the terms hereof, including the provisions
of the TIA that are deemed to be a part hereof.

                  "Institutional Accredited Investor" means an institutional
"accredited investor" as described in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

                  "Institutional Accredited Investor Note" means a Note in the
form of the Note attached hereto as Exhibit A-2, representing Notes sold to
institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3)
and (7) under the Securities Act).

                  "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Notes.

                  "Issue Date" of any Note means the date on which the Note was
originally issued or deemed issued as set forth on the face of the Note.

                   "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset given to secure Indebtedness, whether or not filed, recorded or otherwise
perfected under applicable law (including any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction with respect to any such lien, pledge,
charge or security interest).

                  "Notes" has the meaning ascribed to it in the first paragraph
under the caption "Recitals of the Company".


                                       5
<PAGE>


                  "Officer" means the Chairman of the Board, the Vice Chairman,
the Chief Executive Officer, the President, any Executive Vice President, any
Senior Vice President, any Vice President, the Treasurer or the Secretary or
any Assistant Treasurer or Assistant Secretary of the Company.

                  "Officers' Certificate" means a written certificate
containing the information specified in Sections 12.04 and 12.05, signed in the
name of the Company by any two Officers, and delivered to the Trustee. An
Officers' Certificate given pursuant to Section 4.03 shall be signed by an
authorized financial or accounting Officer of the Company but need not contain
the information specified in Sections 12.04 and 12.05.

                  "144A Global Note" means a permanent Global Note in the form
of the Note attached hereto as Exhibit A-1, and that is deposited with and
registered in the name of the Depositary, representing Notes sold in reliance
on Rule 144A under the Securities Act.

                  "Opinion of Counsel" means a written opinion containing the
information specified in Sections 12.04 and 12.05, from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of, or counsel to,
the Company or the Trustee.

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

                  "principal" of a Note means the principal amount due on the
Stated Maturity as set forth on the face of the Note.

                  "Redeemable Capital Stock" means any class of the Company's
Capital Stock that, either by its terms, by the terms of any securities into
which it is convertible or exchangeable or by contract or otherwise, is, or
upon the happening of an event or passage of time would be, required to be
redeemed (whether by sinking fund or otherwise) prior to the date that is 91
days after the final scheduled maturity of the Notes or is redeemable at the
option of the Holder thereof at any time prior to such date, or is convertible
into or exchangeable for debt securities at any time prior to such date (unless
it is convertible or exchangeable solely at the Company's option).

                  "Redemption Date" or "redemption date" means the date
specified for redemption of the Notes in accordance with the terms of the Notes
and this Indenture.

                  "Redemption Price" or "redemption price" shall have the
meaning set forth in paragraph 5 of the Notes.

                  "Regular Record Date" means, with respect to the interest
payable on any Interest Payment Date, the close of business on March 26 or
September 25 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date.

                  "Responsible Officer" means, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee


                                       6
<PAGE>


who customarily performs functions similar to those performed by the Persons
who at the time shall be such officers, respectively, or to whom any corporate
trust matter is referred because of such person's knowledge of and familiarity
with the particular subject.

                  "Restricted Note" means a Note required to bear the
restrictive legend set forth in the form of Note set forth in Exhibits A-1 and
A-2 of this Indenture.

                  "Rule 144A" means Rule 144A under the Securities Act (or any
successor provision), as it may be amended from time to time.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities Act" means the United States Securities Act of
1933 (or any successor statute), as amended from time to time.

                  "Senior Credit Agreement" means collectively (i) the Second
Amended and Restated Credit Agreement dated as of September 10, 1999, as
amended by that certain First Amendment to Credit Agreement and Consent, dated
as of November 13, 2000, among the Company, the lenders party thereto and First
Union National Bank, as agent, providing for a revolving credit facility and
(ii) the Participation Agreement, dated as of March 30, 1998, as amended by
Amendment No. 1 dated as of September 10, 1999 and Amendment No. 2 dated as of
March 20, 2001, among the Company, certain guarantors, First Security Bank,
National Association, as Owner Trustee and First Union National Bank as agent
for the lenders and holders, providing for an end-loaded lease facility, as
such agreements may be amended, renewed, extended, substituted, refinanced,
restructured, replaced, supplemented or otherwise modified from time to time,
including without limitation, any increase in the principal amount of debt
thereunder.

                  "Senior Indebtedness" means:

                  (a)      all obligations of the Company, now or hereafter
         existing, under or in respect of the Senior Credit Agreement and the
         document and instruments executed in connection therewith, whether for
         principal, premium, if any, interest (including interest accruing
         after the filing of, or which would have accrued but for the filing
         of, a petition by or against the Company under bankruptcy law, whether
         or not such interest is allowed as a claim after such filing in any
         proceeding under such law) and other amounts due in connection
         therewith (including, without limitation, any fees, premiums,
         expenses, reimbursement obligations with respect to letters of credit
         and indemnities), whether outstanding on the date of this Indenture or
         thereafter created, incurred or assumed; and

                  (b)      the principal of, premium, if any, and interest on
         all other Indebtedness of the Company (other than the Notes), whether
         outstanding on the date of this Indenture or thereafter created,
         incurred or assumed, unless, in the case of any particular
         indebtedness, the instrument creating or evidencing the same or
         pursuant to which the same is outstanding expressly provides that such
         indebtedness shall not be senior in right of payment to the Notes.

                  Notwithstanding the foregoing, "Senior Indebtedness" shall
not include:


                                       7
<PAGE>


                  (a)      indebtedness evidenced by the Notes;

                  (b)      indebtedness of the Company evidenced by the
         Company's 4 1/2% Convertible Subordinated Notes due 2005 issued
         pursuant to an indenture, dated as oF November 20, 2000, between the
         Company and National City Bank, as trustee;

                  (c)      indebtedness of the Company that is expressly
         subordinated in right of payment to any other indebtedness of the
         Company;

                  (d)      indebtedness of the Company that by operation of law
         is subordinate to any general unsecured obligations of the Company;

                  (e)      any liability for federal, state or local taxes or
         other taxes, owed or owing by the Company;

                  (f)      accounts payable or other liabilities owed or owing
         by the Company to trade creditors (including guarantees thereof or
         instruments evidencing such liabilities);

                  (g)      amounts owed by the Company for compensation to
         employees or for services rendered to the Company;

                  (h)      indebtedness of the Company to any subsidiary or any
         other affiliate of the Company or any of such affiliate's
         subsidiaries;

                  (i)      Capital Stock of the Company;

                  (j)      indebtedness evidenced by any guarantee of any
         indebtedness ranking equal or junior in right of payment to the Notes;
         and

                  (k)      indebtedness which, when incurred and without
         respect to any election under Section 1111(b) of Title 11 of the
         United States Code, is without recourse to the Company.

                  "Significant Subsidiary" means a Subsidiary of the Company,
including its Subsidiaries, which meets any of the following conditions:

                  (a)      the Company's and its other Subsidiaries'
         investments in and advances to the Subsidiary exceed 10 percent of the
         total assets of the Company and its Subsidiaries consolidated as of
         the end of any two of the three most recently completed fiscal years;
         or

                  (b)      the Company's and its other Subsidiaries'
         proportionate share of the total assets of the Subsidiary exceeds 10
         percent of the total assets of the Company and its Subsidiaries
         consolidated as of the end of any two of the three most recently
         completed fiscal years; or

                  (c)      the Company's and its other Subsidiaries' equity in
         the income from continuing operations before income taxes,
         extraordinary items and cumulative effect of a change in accounting
         principles of the Subsidiary exceeds 10 percent of such income of


                                       8
<PAGE>


         the Company and its Subsidiaries consolidated as of the end of any two
         of the three most recently completed fiscal years.

                  "Stated Maturity", when used with respect to any Note or any
installment of interest thereon, means the date specified in such Note as the
fixed date on which the principal of such Note or such installment of interest
is due and payable.

                  "Subsidiary" means (i) a corporation, a majority of whose
Capital Stock with voting power, under ordinary circumstances, to elect
directors is, at the date of determination, directly or indirectly owned by the
Company, by one or more Subsidiaries of the Company or by the Company and one
or more Subsidiaries of the Company, (ii) a partnership in which the Company or
a Subsidiary of the Company holds a majority interest in the equity capital or
profits of such partnership, or (iii) any other person (other than a
corporation) in which the Company, a Subsidiary of the Company or the Company
and one or more Subsidiaries of the Company, directly or indirectly, at the
date of determination, has (x) at least a majority ownership interest or (y)
the power to elect or direct the election of a majority of the directors or
other governing body of such person.

                  "TIA" means the Trust Indenture Act of 1939 as in effect on
the date of this Indenture, provided, however, that in the event the TIA is
amended after such date, TIA means, to the extent required by any such
amendment, the TIA as so amended.

                  "Trading Day" means a day during which trading in Notes
generally occurs on the New York Stock Exchange or, if the Common Stock is not
listed on the New York Stock Exchange, on the principal other national or
regional securities exchange on which the Common Stock is then listed or, if
the Common Stock is not listed on a national or regional securities exchange,
on the National Association of Notes Dealers Automated Quotation System or, if
the Common Stock is not quoted on the National Association of Securities
Dealers Automated Quotation System, on the principal other market on which the
Common Stock is then traded.

                  "Trustee" means the party named as the "Trustee" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor. The foregoing sentence shall likewise apply to any subsequent such
successor or successors.

                  "United States" means the United States of America (including
the States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction (its "possessions" including Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands).


                                       9
<PAGE>


                  SECTION 1.02      Other Definitions.


<TABLE>
<CAPTION>
                                                                                Defined in
Term                                                                             Section
----                                                                            ----------

<S>                                                                             <C>
"Act"............................................................................1.05(a)
"Agent Members"..................................................................2.12(f)
"Bankruptcy Law".................................................................6.01
"Change in Control"..............................................................3.08(a)
"Change in Control Repurchase Date"..............................................3.08(a)
"Change in Control Repurchase Notice"............................................3.08(d)
"Change in Control Repurchase Price".............................................3.08(a)
"Conversion Price"..............................................................10.01
"Current Market Price"..........................................................10.04(g)
"Custodian"......................................................................6.01
"Depositary".....................................................................2.01(a)
"DTC"............................................................................2.01(a)
"Event of Default"...............................................................6.01
"Exchange Act"...................................................................3.08(a)
"excluded securities"...........................................................10.04(d)
"Expiration Time"...............................................................10.04(f)
"fair market value".............................................................10.04(g)
"Institutional Accredited Investors".............................................2.01(b)
"Legal Holiday".................................................................12.08
"Legend".........................................................................2.06(f)
"Non-Electing Share"............................................................10.11
"Non-Payment Default"...........................................................11.03(b)
"Notice of Default"..............................................................6.01
"Paying Agent"...................................................................2.03
"Payment Blockage Period".......................................................11.03(b)
"Payment Default"...............................................................11.03(a)
"Purchased Shares"..............................................................10.04(f)
"Permitted Junior Securities" ..................................................11.02
"QIB"............................................................................2.01(a)
"Record Date"...................................................................10.04(g)
"Reference Period"..............................................................10.04(d)
"Registrar"......................................................................2.03
"Rule 144A Information"..........................................................4.06
"Trigger Event".................................................................10.04(d)
</TABLE>

                  SECTION 1.03      Incorporation by Reference of Trust
Indenture Act. Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.
The following TIA terms used in this Indenture have the following meanings:

                  "Commission" means the SEC.

                  "indenture Notes" means the Notes.

                  "indenture Note holder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
                   Trustee.


                                      10
<PAGE>


                  "obligor" on the indenture Notes means the Company.

                  All other TIA terms used in this Indenture that are defined
by the TIA, defined by TIA reference to another statute or defined by SEC rule
have the meanings assigned to them by such definitions.

                  SECTION 1.04      Rules of Construction. Unless the context
otherwise requires:

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

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

                  (c)      "or" is not exclusive;

                  (d)      "including" means including, without limitation; and

                  (e)      words in the singular include the plural, and words
         in the plural include the singular.

                  SECTION 1.05      Acts of Holders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such
Holders in person or by their agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section.

                  (b)      The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to such officer the
execution thereof. Where such execution is by a signer acting in a capacity
other than such signer's individual capacity, such certificate or affidavit
shall also constitute sufficient proof of such signer's authority. The fact and
date of the execution of any such instrument or writing, or the authority of
the Person executing the same, may also be proved in any other manner which the
Trustee deems sufficient.

                  The ownership of Notes shall be proved by the register for
the Notes or by a certificate of the Registrar.

                  Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Note shall bind every future
Holder of the same Note and the holder of


                                      11
<PAGE>


every Note issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustee or the Company in reliance thereon, whether or not
notation of such action is made upon such Note.

                  If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a resolution of the Board of
Directors, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do
so. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for purposes of determining
whether Holders of the requisite proportion of outstanding Notes have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the
outstanding Notes shall be computed as of such record date; provided that no
such authorization, agreement or consent by the Holders on such record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.

                                   ARTICLE 2

                                   THE NOTES

                  SECTION 2.01      Form and Dating. The Notes and the
Trustee's certificate of authentication to be borne by such Notes shall be
substantially in the form annexed hereto as Exhibits A-1 and A-2, which are
incorporated in and made a part of this Indenture. The terms and provisions
contained in the form of Note shall constitute, and are hereby expressly made,
a part of this Indenture and to the extent applicable, the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby.

                  Any of the Notes may have such letters, numbers or other
marks of identification and such notations, legends and 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.

                  (a)      144A Global Notes. Notes offered and sold within the
United States to qualified institutional investors as defined in Rule 144A
("QIBs") in reliance on Rule 144A shall be issued, initially in the form of a
144A Global Note, which shall be deposited with the Trustee at its Corporate
Trust Office, as custodian for the Depositary and registered in the name of The
Depository Trust Company ("DTC") or the nominee thereof (such depositary, or
any successor thereto, and any such nominee being hereinafter referred to as
the "Depositary"), duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The aggregate


                                      12
<PAGE>


principal amount of the 144A Global Notes may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
as hereinafter provided.

                  (b)      Institutional Accredited Investor Notes. Except as
provided in this Section 2.01, 2.06 or 2.12, owners of beneficial interests in
Global Notes will not be entitled to receive physical delivery of Certificated
Notes. Notes offered and sold within the United States to institutional
accredited investors as defined in Rule 501(a)(1), (2), (3) and (7) under the
Securities Act ("Institutional Accredited Investors") shall be issued,
initially in the form of an Institutional Accredited Investor Note, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided.

                  (c)      Global Notes in General. Each Global Note shall
represent such of the outstanding Notes as shall be specified therein and each
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 reduced or increased, as
appropriate, to reflect exchanges, redemptions and conversions.

                  Any adjustment of the aggregate principal amount of a 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 in
accordance with instructions given by the Holder thereof as required by Section
2.12 hereof and shall be made on the records of the Trustee and the Depositary.

                  (d)      Book-Entry Provisions. This Section 2.01(d) shall
apply only to Global Notes deposited with or on behalf of the Depositary.

                  The Company shall execute and the Trustee shall, in
accordance with this Section 2.01(d), authenticate and deliver initially one or
more Global Notes that (a) shall be registered in the name of the Depositary,
(b) shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary's instructions and (c) shall bear legends substantially to the
following effect:

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

         TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
         BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A
         SUCCESSOR THEREOF OR


                                      13
<PAGE>


         SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE
         SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
         SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE
         HEREOF."

                  (e)      Certificated Notes. Notes not issued as interests in
the Global Notes will be issued in certificated form substantially in the form
of Exhibit A-2 attached hereto.

                  SECTION 2.02      Execution and Authentication. The Notes
shall be executed on behalf of the Company by any Officer, under its corporate
seal reproduced thereon. The signature of the Officer on the Notes may be
manual or facsimile.

                  Notes bearing the manual or facsimile signatures of
individuals who were at the time of the execution of the Notes the proper
Officers of the Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Notes or did not hold such offices at the
date of authentication of such Notes.

                  No Note shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
duly executed by the Trustee by manual signature of an authorized officer, and
such certificate upon any Note shall be conclusive evidence, and the only
evidence, that such Note has been duly authenticated and delivered hereunder.

                  The Trustee shall authenticate and deliver Notes for original
issue in an aggregate principal amount of up to $172,500,000 upon a Company
Order without any further action by the Company. The aggregate principal amount
of Notes outstanding at any time may not exceed the amount set forth in the
foregoing sentence, except as provided in Section 2.07.

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

                  SECTION 2.03      Registrar, Paying Agent and Conversion
Agent. The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar"), an office
or agency where Notes may be presented for purchase or payment ("Paying Agent")
and an office or agency where Notes may be presented for conversion
("Conversion Agent"). The Registrar shall keep a register of the Notes and of
their transfer and exchange. The Company may have one or more co-registrars,
one or more additional paying agents and one or more additional conversion
agents. The term Paying Agent includes any additional paying agent, including
any named pursuant to Section 4.05. The term Conversion Agent includes any
additional conversion agent, including any named pursuant to Section 4.05.

                  The Company shall enter into an appropriate agency agreement
with any Registrar, Paying Agent, Conversion Agent or co-registrar (other than
the Trustee). The agreement shall implement the provisions of this Indenture
that relate to such agent. The Company shall notify the Trustee of the name and
address of any such agent. If the Company fails to maintain a Registrar, Paying
Agent or Conversion Agent, the Trustee shall act as such


                                      14
<PAGE>


and shall be entitled to appropriate compensation therefor pursuant to Section
7.06. The Company or any Subsidiary or an Affiliate of either of them may act
as Paying Agent, Registrar, Conversion Agent or co-registrar.

                  The Company initially appoints the Trustee as Registrar,
Conversion Agent and Paying Agent in connection with the Notes.

                  SECTION 2.04      Paying Agent to Hold Money and Notes in
Trust. Except as otherwise provided herein, on or prior to each due date of
payments in respect of any Note, the Company shall deposit with the Paying
Agent a sum of money (in immediately available funds if deposited on the due
date) or Common Stock sufficient to make such payments when so becoming due.
The Company shall require each Paying Agent (other than the Trustee) to agree
in writing that the Paying Agent shall hold in trust for the benefit of
Noteholders or the Trustee all money and Common Stock held by the Paying Agent
for the making of payments in respect of the Notes and shall notify the Trustee
of any default by the Company in making any such payment. At any time during
the continuance of any such default, the Paying Agent shall, upon the written
request of the Trustee, forthwith pay to the Trustee all money and Common Stock
so held in trust. If the Company, a Subsidiary or an Affiliate of either of
them acts as Paying Agent, it shall segregate the money and Common Stock held
by it as Paying Agent and hold it as a separate trust fund. The Company at any
time may require a Paying Agent to pay all money and Common Stock held by it to
the Trustee and to account for any funds and Common Stock disbursed by it. Upon
doing so, the Paying Agent shall have no further liability for the money or
Common Stock.

                  SECTION 2.05      Noteholder Lists. The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Noteholders. If the Trustee is
not the Registrar, the Company shall cause to be furnished to the Trustee at
least semiannually on March 22 and September 21 a listing of Noteholders dated
within 15 days of the date on which the list is furnished and at such other
times as the Trustee may request in writing a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of
Noteholders.

                  SECTION 2.06      Transfer and Exchange. Subject to Section
2.12 hereof, (a) upon surrender for registration of transfer of any Note,
together with a written instrument of transfer satisfactory to the Registrar
duly executed by the Noteholder or such Noteholder's attorney duly authorized
in writing, at the office or agency of the company designated as Registrar or
co-registrar pursuant to Section 2.03, 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 denomination
or denominations, of a like aggregate principal amount. The company shall not
charge a service charge for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to pay all taxes, assessments
or other governmental charges that may be imposed in connection with the
transfer or exchange of the Notes from the Noteholder requesting such transfer
or exchange.

                  At the option of the Holder, Notes may be exchanged for other
Notes of any authorized denomination or denominations, of a like aggregate
principal amount, upon surrender of the Notes to be exchanged, together with a
written instrument of transfer satisfactory to the


                                      15
<PAGE>


Registrar duly executed by the Noteholder or such Noteholder's attorney duly
authorized in writing, at such office or agency. Whenever any Notes are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Notes which the Holder making the exchange is
entitled to receive.

                  The Company shall not be required to make, and the Registrar
need not register, transfers or exchanges of Notes selected for redemption
(except, in the case of Notes to be redeemed in part, the portion thereof not
to be redeemed) or any Notes in respect of which a Change in Control Repurchase
Notice (as defined in Section 3.08(d)) has been given and not withdrawn by the
Holder thereof in accordance with the terms of this Indenture (except, in the
case of Notes to be purchased in part, the portion thereof not to be purchased)
or any Notes for a period of 15 days before the mailing of a notice of
redemption of Notes to be redeemed.

                  (b)      Notwithstanding any provision to the contrary
herein, so long as a Global Note remains outstanding and is held by or on
behalf of the Depositary, transfers of a Global Note, in whole or in part,
shall be made only in accordance with Section 2.12 and this Section 2.06(b).
Transfers of a Global Note shall be limited to transfers of such Global Note in
whole, or in part, to nominees of the Depositary or to a successor of the
Depositary or such successor's nominee.

                  (c)      Successive registrations and registrations of
transfers and exchanges as aforesaid may be made from time to time as desired,
and each such registration shall be noted on the register for the Notes.

                  (d)      Any Registrar appointed pursuant to Section 2.03
hereof shall provide to the Trustee such information as the Trustee may
reasonably require in connection with the delivery by such Registrar of Notes
upon transfer or exchange of Notes.

                  (e)      No Registrar shall be required to make registrations
of transfer or exchange of Notes during any periods designated in the text of
the Notes or in this Indenture as periods during which such registration of
transfers and exchanges need not be made.

                  (f)      If Notes are issued upon the transfer, exchange or
replacement of Notes subject to restrictions on transfer and bearing the
legends set forth on the form of Note attached hereto as Exhibits A-1 and A-2
setting forth such restrictions (collectively, the "Legend"), or if a request
is made to remove the Legend on a Note, the Notes so issued shall bear the
Legend, or the Legend shall not be removed, as the case may be, unless there is
delivered to the Company and the Registrar such satisfactory evidence, which
shall include an Opinion of Counsel, as may be reasonably required by the
Company and the Registrar, that neither the Legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply
with the provisions of Rule 144A or Rule 144 under the Securities Act or that
such Notes are not "restricted" within the meaning of Rule 144 under the
Securities Act. Upon (i) provision of such satisfactory evidence, or (ii)
notification by the Company to the Trustee and Registrar of the sale of such
Note pursuant to a registration statement that is effective at the time of such
sale, the Trustee, at the written direction of the Company, shall authenticate
and deliver a Note that does not bear the Legend. If the Legend is removed from
the face of a Note and the Note is subsequently held by an Affiliate of the
Company, the Legend shall be reinstated.


                                      16
<PAGE>


                  SECTION 2.07      Replacement Notes. If (a) any mutilated
Note is surrendered to the Trustee, or (b) the Company and the Trustee receive
evidence to their satisfaction of the destruction, loss or theft of any Note,
and there is delivered to the Company and the Trustee such Note or indemnity as
may be required by them to save each of them harmless, then, in the absence of
notice to the Company or the Trustee that such Note has been acquired by a bona
fide purchaser, the Company shall execute and upon its written request the
Trustee shall authenticate and deliver, in exchange for any such mutilated Note
or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor
and principal amount, bearing a number not contemporaneously outstanding.

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

                  Upon the issuance of any new Notes under this Section 2.07,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                  Every new Note issued pursuant to this Section 2.07 in lieu
of any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Note shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Notes duly issued hereunder.

                  The provisions of this Section 2.07 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Notes.

                  SECTION 2.08      Outstanding Notes; Determinations of
Holders' Action. Notes outstanding at any time are all the Notes authenticated
by the Trustee except for those cancelled by it or delivered to it for
cancellation, those paid pursuant to Section 2.07 and those described in this
Section 2.08 as not outstanding. A Note does not cease to be outstanding
because the Company or an Affiliate thereof holds the Note; provided, however,
that in determining whether the Holders of the requisite principal amount of
the outstanding Notes have given or concurred in any request, demand,
authorization, direction, notice, consent or waiver hereunder, Notes owned by
the Company or any other obligor upon the Notes or any Affiliate of the Company
or such other obligor shall be disregarded and deemed not to be outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Notes which a Responsible Officer of the Trustee knows to be so
owned shall be so disregarded. Subject to the foregoing, only Notes outstanding
at the time of such determination shall be considered in any such determination
(including, without limitation, determinations pursuant to Articles 6 and 9).


                                      17
<PAGE>


                  If a Note is replaced pursuant to Section 2.07, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

                  If the Paying Agent holds, in accordance with this Indenture,
on a Redemption Date, or on the Business Day following the Change in Control
Repurchase Date, or on Stated Maturity, money or securities, if permitted
hereunder, sufficient to pay Notes payable on that date, then immediately after
such Redemption Date, Change in Control Repurchase Date or Stated Maturity, as
the case may be, such Notes shall cease to be outstanding and interest on such
Notes shall cease to accrue; provided that, if such Notes are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made.

                  If a Note is converted in accordance with Article 10, then
from and after the time of conversion on the conversion date, such Note shall
cease to be outstanding and interest shall cease to accrue on such Note.

                  SECTION 2.09      Temporary Notes. Pending the preparation of
definitive Notes, the Company may execute, and upon Company Order the Trustee
shall authenticate and deliver, temporary Notes which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Notes in
lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Notes may
determine, as conclusively evidenced by their execution of such Notes.

                  If temporary Notes are issued, the Company will cause
definitive Notes to be prepared without unreasonable delay. After the
preparation of definitive Notes, the temporary Notes shall be exchangeable for
definitive Notes upon surrender of the temporary Notes at the office or agency
of the Company designated for such purpose pursuant to Section 2.03, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Notes the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a like principal amount of definitive Notes of
authorized denominations. Until so exchanged the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as definitive
Notes.

                  SECTION 2.10      Cancellation. All Notes surrendered for
payment, purchase by the Company pursuant to Article 3, conversion, redemption
or registration of transfer or exchange shall, if surrendered to any person
other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Notes previously authenticated and delivered hereunder which
the Company may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly cancelled by the Trustee. The Company may not issue
new Notes to replace Notes it has paid or delivered to the Trustee for
cancellation or that any Holder has converted pursuant to Article 10. No Notes
shall be authenticated in lieu of or in exchange for any Notes cancelled as
provided in this Section 2.10, except as expressly permitted by this Indenture.
All cancelled Notes held by the Trustee shall be destroyed by the Trustee and
the Trustee shall deliver a certificate of destruction to the Company.


                                      18
<PAGE>


                  SECTION 2.11      Persons Deemed Owners. Prior to due
presentment of a Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
such Note is registered as the owner of such Note for the purpose of receiving
payment of principal of the Note or the payment of any Redemption Price or
Change in Control Repurchase Price in respect thereof, and interest thereon,
for the purpose of conversion and for all other purposes whatsoever, whether or
not such Note be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.

                  SECTION 2.12      Global Notes. (a) Notwithstanding any other
provisions of this Indenture or the Notes, (A) transfers of a Global Note, in
whole or in part, shall be made only in accordance with Section 2.06 and
Section 2.12(a)(i), (B) transfer of a beneficial interest in a Global Note for
a Certificated Note shall comply with Section 2.06 and Section 2.12(a)(ii)
below, and (C) transfers of a Certificated Note shall comply with Section 2.06
and Section 2.12(a)(iii) and (iv) below.

                  (i)      Transfer of Global Note. A Global Note may not be
         transferred, in whole or in part, to any Person other than the
         Depositary or a nominee or any successor thereof, and no such transfer
         to any such other Person may be registered; provided that this clause
         (i) shall not prohibit any transfer of a Note that is issued in
         exchange for a Global Note but is not itself a Global Note. No
         transfer of a Note to any Person shall be effective under this
         Indenture or the Notes unless and until such Note has been registered
         in the name of such Person. Nothing in this Section 2.12(a)(i) shall
         prohibit or render ineffective any transfer of a beneficial interest
         in a Global Note effected in accordance with the other provisions of
         this Section 2.12(a).

                  (ii)     Restrictions on Transfer of a Beneficial Interest in
         a Global Note for a Certificated Note. A beneficial interest in a
         Global Note may not be exchanged for a Certificated Note except upon
         satisfaction of the requirements set forth below. Upon receipt by the
         Trustee of a transfer of a beneficial interest in a Global Note in
         accordance with Applicable Procedures for a Certificated Note in the
         form satisfactory to the Trustee, together with:

                           (a)      so long as the Notes are Restricted Notes,
                  certification, in the form set forth in Exhibit B-1, and, if
                  requested by the Company or the Registrar, certification in
                  the form set forth in Exhibit B-2, that such beneficial
                  interest in the Global Note is being transferred to an
                  Institutional Accredited Investor;

                           (b)      written instructions to the Trustee to
                  make, or direct the Registrar to make, an adjustment on its
                  books and records with respect to such Global Note to reflect
                  a decrease in the aggregate principal amount of the Notes
                  represented by the Global Note, such instructions to contain
                  information regarding the Depositary account to be credited
                  with such decrease; and

                           (c)      if the Company or Registrar so requests, an
                  opinion of counsel or other evidence reasonably satisfactory
                  to them as to the compliance with the restrictions set forth
                  in the Legend,


                                      19
<PAGE>


         then the Trustee shall cause, or direct the Registrar to cause, in
         accordance with the standing instructions and procedures existing
         between the Depositary and the Registrar, the aggregate principal
         amount of Notes represented by the Global Note to be decreased by the
         aggregate principal amount of the Certificated Note to be issued,
         shall issue such Certificated Note and shall debit or cause to be
         debited to the account of the Person specified in such instructions a
         beneficial interest in the Global Note equal to the principal amount
         of the Certificated Note so issued.

                  (iii)    Transfer and Exchange of Certificated Notes. When
         Certificated Notes are presented to the Registrar with a request:

                           (x)      to register the transfer of such
                  Certificated Notes; or

                           (y)      to exchange such Certificated Notes for an
                  equal principal amount of Certificated Notes of other
                  authorized denominations,

         the Registrar shall register the transfer or make the exchange as
         requested if its reasonable requirements for such transaction are met;
         provided, however, that the Certificated Notes surrendered for
         transfer or exchange:

                           (a)      shall be duly endorsed or accompanied by a
                  written instrument of transfer in form reasonably
                  satisfactory to the Company and the Registrar, duly executed
                  by the Holder thereof or his attorney duly authorized in
                  writing; and

                           (b)      so long as such Notes are Restricted Notes,
                  such Notes are being transferred or exchanged pursuant to an
                  effective registration statement under the Securities Act or
                  pursuant to clause (A), (B) or (C) below, and are accompanied
                  by the following additional information and documents, as
                  applicable:

                                    (A)      if such Certificated Notes are
                           being delivered to the Registrar by a Holder for
                           registration in the name of such Holder, without
                           transfer, a certification from such Holder to that
                           effect; or

                                    (B)      if such Certificated Notes are
                           being transferred to the Company, a certification to
                           that effect; or

                                    (C)      if such Certificated Notes are
                           being transferred pursuant to an exemption from
                           registration, (i) a certification to that effect (in
                           the form set forth in Exhibits B-1 and B-2, if
                           applicable) and (ii) if the Company or Registrar so
                           requests, an opinion of counsel or other evidence
                           reasonably satisfactory to them as to the compliance
                           with the restrictions set forth in the Legend.

                  (iv)     Restrictions on Transfer of a Certificated Note for
         a Beneficial Interest in a Global Note. A Certificated Note may not be
         exchanged for a beneficial interest in a Global Note except upon
         satisfaction of the requirements set forth below.


                                      20
<PAGE>


         Upon receipt by the Trustee of a Certificated Note, duly endorsed or
         accompanied by appropriate instruments of transfer, in form
         satisfactory to the Trustee, together with:

                           (a)      so long as the Notes are Restricted Notes,
                  certification, in the form set forth in Exhibit B-1, that
                  such Certificated Note is being transferred to a Qualified
                  Institutional Buyer in accordance with Rule 144A; and

                           (b)      written instructions directing the Trustee
                  to make, or to direct the Registrar to make, an adjustment on
                  its books and records with respect to such Global Note to
                  reflect an increase in the aggregate principal amount of the
                  Notes represented by the Global Note, such instructions to
                  contain information regarding the Depositary account to be
                  credited with such increase, then the Trustee shall cancel
                  such Certificated Note and cause, or direct the Registrar to
                  cause, in accordance with the standing instructions and
                  procedures existing between the Depositary and the Registrar,
                  the aggregate principal amount of Notes represented by the
                  Global Note to be increased by the aggregate principal amount
                  of the Certificated Note to be exchanged, and shall credit or
                  cause to be credited to the account of the Person specified
                  in such instructions a beneficial interest in the Global Note
                  equal to the principal amount of the Certificated Note so
                  cancelled. If no Global Notes are then outstanding, the
                  Company shall issue and the Trustee shall authenticate, upon
                  written order of the Company in the form of an Officers'
                  Certificate, a new Global Note in the appropriate principal
                  amount.

                  (c)      Subject to the succeeding paragraph, every Note
shall be subject to the restrictions on transfer provided in the Legend
including the delivery of an opinion of counsel, if so provided. Whenever any
Restricted Note is presented or surrendered for registration of transfer or for
exchange for a Note registered in a name other than that of the Holder, such
Note must be accompanied by a certificate in substantially the form set forth
in Exhibit B-1, dated the date of such surrender and signed by the Holder of
such Note, as to compliance with such restrictions on transfer. The Registrar
shall not be required to accept for such registration of transfer or exchange
any Note not so accompanied by a properly completed certificate.

                  (d)      The restrictions imposed by the Legend upon the
transferability of any Note shall cease and terminate when such Note has been
sold pursuant to an effective registration statement under the Securities Act
or transferred in compliance with Rule 144 under the Securities Act (or any
successor provision thereto) or, if earlier, upon the expiration of the holding
period applicable to sales thereof under Rule 144(k) under the Securities Act
(or any successor provision). Any Note as to which such restrictions on
transfer shall have expired in accordance with their terms or shall have
terminated may, upon a surrender of such Note for exchange to the Registrar in
accordance with the provisions of this Section 2.12 (accompanied, in the event
that such restrictions on transfer have terminated by reason of a transfer in
compliance with Rule 144 or any successor provision, by an opinion of counsel
having substantial experience in practice under the Securities Act and
otherwise reasonably acceptable to the Company, addressed to the Company and in
form acceptable to the Company, to the effect that the transfer of such Note
has been made in compliance with Rule 144 or such successor provision), be
exchanged for a new Note, of like tenor and aggregate principal amount, which
shall not bear the restrictive Legend. The Company shall inform the Trustee of
the effective date


                                      21
<PAGE>


of any registration statement registering the Notes under the Securities Act.
The Trustee shall not be liable for any action taken or omitted to be taken by
it in good faith in accordance with the aforementioned opinion of counsel or
registration statement.

                  (e)      As used in the preceding two paragraphs of this
Section 2.12, the term "transfer" encompasses any sale, pledge, transfer,
hypothecation or other disposition of any Note.

                  (f)      The provisions of clauses (1), (2), (3) and (4)
below shall apply only to Global Notes:

                  (1)      Notwithstanding any other provisions of this
         Indenture or the Notes, except as provided in Section 2.12(a)(ii), a
         Global Note shall not be exchanged in whole or in part for a Note
         registered in the name of any Person other than the Depositary or one
         or more nominees thereof, provided that a Global Note may be exchanged
         for Notes registered in the names of any person designated by the
         Depositary in the event that (i) the Depositary has notified the
         Company that it is unwilling or unable to continue as Depositary for
         such Global Note or such Depositary has ceased to be a "clearing
         agency" registered under the Exchange Act, and a successor Depositary
         is not appointed by the Company within 90 days or (ii) an Event of
         Default has occurred and is continuing with respect to the Notes. Any
         Global Note exchanged pursuant to clause (i) above shall be so
         exchanged in whole and not in part, and any Global Note exchanged
         pursuant to clause (ii) above may be exchanged in whole or from time
         to time in part as directed by the Depositary. Any Note issued in
         exchange for a Global Note or any portion thereof shall be a Global
         Note; provided that any such Note so issued that is registered in the
         name of a Person other than the Depositary or a nominee thereof shall
         not be a Global Note.

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

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


                                      22
<PAGE>


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

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

                  SECTION 2.13      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 notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Notes, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company
will promptly notify the Trustee of any change in the CUSIP numbers.

                  SECTION 2.14      Defaulted Interest. If the Company defaults
in a payment of interest on the Notes, it shall pay, or shall deposit with the
Paying Agent money in immediately available funds sufficient to pay, the
defaulted interest, plus (to the extent lawful) any interest payable on the
defaulted interest, to the Persons who are Holders on a subsequent special
record date. A special record date, as used in this Section 2.14 with respect
to the payment of any defaulted interest, shall mean the 15th day next
preceding the date fixed by the Company for the payment of defaulted interest,
whether or not such day is a Business Day. At least 15 days before the
subsequent special record date, the Company shall mail to each Holder and to
the Trustee a notice that states the subsequent special record date, the
payment date and the amount of defaulted interest to be paid.

                                   ARTICLE 3

                            REDEMPTION AND PURCHASES

                  SECTION 3.01      Right to Redeem; Notices to Trustee. The
Company, at its option, may redeem the Notes in accordance with the provisions
of paragraphs 5 and 7 of the Notes. If the Company elects to redeem Notes
pursuant to paragraph 5 of the Notes, it shall notify the Trustee in writing of
the Redemption Date, the principal amount of Notes to be redeemed and the
Redemption Price.


                                      23
<PAGE>


                  The Company shall give the notice to the Trustee provided for
in this Section 3.01 by a Company Order, at least 45 days before the Redemption
Date (unless a shorter notice shall be satisfactory to the Trustee).

                  SECTION 3.02      Selection of Notes to Be Redeemed. If less
than all the Notes are to be redeemed, the Trustee shall select the Notes to be
redeemed pro rata or by lot or by any other method the Trustee considers fair
and appropriate (so long as such method is not prohibited by the rules of any
stock exchange on which the Notes are then listed). The Trustee shall make the
selection at least 15 days but not more than 60 days before the Redemption Date
from outstanding Notes not previously called for redemption. The Trustee may
select for redemption portions of the principal amount of Notes that have
denominations larger than $1,000.

                  Notes and portions of them the Trustee selects shall be in
principal amounts of $1,000 or an integral multiple of $1,000. Provisions of
this Indenture that apply to Notes called for redemption also apply to portions
of Notes called for redemption. The Trustee shall notify the Company promptly
of the Notes or portions of Notes to be redeemed.

                  If any Note selected for partial redemption is converted in
part before termination of the conversion right with respect to the portion of
the Note so selected, the converted portion of such Note shall be deemed (so
far as may be) to be the portion selected for redemption. Notes which have been
converted during a selection of Notes to be redeemed may be treated by the
Trustee as outstanding for the purpose of such selection.

                  SECTION 3.03      Notice of Redemption. At least 30 days but
not more than 60 days before a Redemption Date, the Company shall mail a notice
of redemption by first-class mail, postage prepaid, to each Holder of Notes to
be redeemed.

                  The notice shall identify the Notes to be redeemed and shall
state:

                  (1)      the Redemption Date;

                  (2)      the Redemption Price;

                  (3)      the Conversion Price;

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

                  (5)      that Notes called for redemption may be converted at
         any time before the close of business on the Redemption Date;

                  (6)      that Holders who want to convert Notes must satisfy
         the requirements set forth in paragraph 8 of the Notes;

                  (7)      that Notes called for redemption must be surrendered
         to the Paying Agent to collect the Redemption Price;


                                      24
<PAGE>


                  (8)      if fewer than all the outstanding Notes are to be
         redeemed, the certificate number and principal amounts of the
         particular Notes to be redeemed;

                  (9)      that, unless the Company defaults in making payment
         of such Redemption Price, any interest on Notes called for redemption
         will cease to accrue on and after the Redemption Date; and

                  (10)     the CUSIP number of the Notes.

                  At the Company's request, the Trustee shall give the notice
of redemption in the Company's name and at the Company's expense, provided that
the Company makes such request at least three Business Days prior to such
notice of redemption.

                  SECTION 3.04      Effect of Notice of Redemption. Once notice
of redemption is given, Notes called for redemption become due and payable on
the Redemption Date and at the Redemption Price stated in the notice, except
for Notes which are converted in accordance with the terms of this Indenture.
Upon surrender to the Paying Agent, such Notes shall be paid at the Redemption
Price stated in the notice.

                  SECTION 3.05      Deposit of Redemption Price. Prior to
10:00 a.m. (New York City time) on the Redemption Date, the Company shall
deposit with the Paying Agent (or if the Company or a Subsidiary or an
Affiliate of either of them is the Paying Agent, shall segregate and hold in
trust) money sufficient to pay the Redemption Price of all Notes to be redeemed
on that date other than Notes or portions of Notes called for redemption which
on or prior thereto have been delivered by the Company to the Trustee for
cancellation or have been converted. The Paying Agent shall as promptly as
practicable return to the Company any money, with interest, if any, thereon,
not required for that purpose because of conversion of Notes pursuant to
Article 10. If such money is then held by the Company in trust and is not
required for such purpose, it shall be discharged from such trust.

                  SECTION 3.06      Notes Redeemed in Part. Upon surrender of a
Note that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Note in an authorized denomination
equal in principal amount to the unredeemed portion of the Note surrendered.

                  SECTION 3.07      Conversion Arrangement on Call for
Redemption. In connection with any redemption of Notes, the Company may arrange
for the purchase and conversion of any Notes called for redemption by an
agreement with one or more investment banks or other purchasers to purchase
such Notes by paying to the Trustee in trust for the Noteholders, on or prior
to 10:00 a.m. New York City time on the Redemption Date, an amount that,
together with any amounts deposited with the Trustee by the Company for the
redemption of such Notes, is not less than the Redemption Price of such Notes.
Notwithstanding anything to the contrary contained in this Article 3, the
obligation of the Company to pay the Redemption Price of such Notes shall be
deemed to be satisfied and discharged to the extent such amount is so paid by
such purchasers. If such an agreement is entered into, any Notes not duly
surrendered for conversion by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and


                                      25
<PAGE>


(notwithstanding anything to the contrary contained in Article 10) surrendered
by such purchasers for conversion, all as of immediately prior to the close of
business on the Redemption Date, subject to payment of the above amount as
aforesaid. The Trustee shall hold and pay to the Holders whose Notes are
selected for redemption any such amount paid to it for purchase and conversion
in the same manner as it would moneys deposited with it by the Company for the
redemption of Notes. Without the Trustee's prior written consent, no
arrangement between the Company and such purchasers for the purchase and
conversion of any Notes shall increase or otherwise affect any of the powers,
duties, responsibilities or obligations of the Trustee as set forth in this
Indenture, and the Company agrees to indemnify the Trustee from, and hold it
harmless against, any loss, liability or expense arising out of or in
connection with any such arrangement for the purchase and conversion of any
Notes between the Company and such purchasers, including the costs and expenses
incurred by the Trustee in the defense of any claim or liability arising out of
or in connection with the exercise or performance of any of its powers, duties,
responsibilities or obligations under this Indenture.

                  SECTION 3.08      Repurchase of Notes at Option of the Holder
upon Change in Control. (a) If there shall have occurred a Change in Control,
all or any portion of the Notes of any Holder equal to $1,000 or a whole
multiple of $1,000, not previously called for redemption, shall be repurchased
by the Company, at the option of such Holder, at a repurchase price equal to
100% of the principal amount of the Notes to be repurchased, together with
interest accrued and unpaid to, but excluding, the repurchase date (the "Change
in Control Repurchase Price"), on the date (the "Change in Control Repurchase
Date") that is 45 Business Days after the Change in Control Repurchase Notice;
provided, however, that installments of interest on Notes whose Stated Maturity
is prior to or on the Change in Control Repurchase Date shall be payable to the
Holders of such Notes, or one or more predecessor Notes, registered as such on
the relevant Regular Record Date according to their terms.

                  Subject to the fulfillment by the Company of the conditions
set forth in Section 3.08(b) hereof, the Company may elect to pay the Change in
Control Repurchase Price by delivering the number of shares of Common Stock
equal to (i) the Change in Control Repurchase Price divided by (ii) 95% of the
average of the Closing Prices per share of Common Stock for the five
consecutive Trading Days immediately preceding and including the third Trading
Day prior to the Change in Control Repurchase Date.

                  Whenever in this Indenture (including Sections 2.01, 6.01(a)
and 6.07 hereof) or Exhibit A-1 annexed hereto there is a reference, in any
context, to the principal of any Note as of any time, such reference shall be
deemed to include reference to the Change in Control Repurchase Price payable
in respect to such Note to the extent that such Change in Control Repurchase
Price is, was or would be so payable at such time, and express mention of the
Change in Control Repurchase Price in any provision of this Indenture shall not
be construed as excluding the Change in Control Repurchase Price in those
provisions of this Indenture when such express mention is not made; provided,
however, that, for the purposes of Article 11 hereof, such reference shall be
deemed to include reference to the Change in Control Repurchase Price only to
the extent the Change in Control Repurchase Price is payable in cash.

                  A "Change in Control" of the Company shall be deemed to have
occurred at such time as either of the following events shall occur:


                                      26
<PAGE>


                  (i)      the acquisition by any person, including any
         syndicate or group deemed to be a "person" under Section 13(d)(3) of
         the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
         of beneficial ownership, directly or indirectly, through a purchase,
         merger or other acquisition transaction or series of transactions of
         shares of the Capital Stock of the Company entitling that person to
         exercise 50% or more of the total voting power of all shares of such
         Capital Stock entitled to vote generally in elections of directors,
         other than any acquisition by the Company, any of its subsidiaries or
         any of the employee benefit plans; or

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

                           (A)      any transaction (1) that does not result in
                  any reclassification, conversion, exchange or cancellation of
                  outstanding shares of the Company's capital stock and (2)
                  pursuant to which holders of the Capital Stock immediately
                  prior to the transaction have the entitlement to exercise,
                  directly or indirectly, 50% or more of the total voting power
                  of all shares of the Capital Stock entitled to vote generally
                  in the election of directors of the continuing or surviving
                  person immediately after the transaction; and

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

                  (b)      The following are conditions to the Company's
election to pay for the Change in Control Repurchase Price in Common Stock:

                  (i)      The shares of Common Stock to be issued upon
         repurchase of Notes hereunder:

                           (A)      shall not require registration under any
                  federal securities law before such shares may be freely
                  transferable without being subject to any transfer
                  restrictions under the Securities Act upon repurchase or, if
                  such registration is required, such registration shall be
                  completed and shall become effective prior to the Change in
                  Control Repurchase Date; and

                           (B)      shall not require registration with, or
                  approval of, any governmental authority under any state law
                  or any other federal law before shares may be validly issued
                  or delivered upon repurchase or if such registration is
                  required or such approval must be obtained, such registration
                  shall be completed or such approval shall be obtained prior
                  to the Change in Control Repurchase Date.

                  (ii)     The shares of Common Stock to be listed upon
         repurchase of Notes hereunder are, or shall have been, approved for
         listing on the Nasdaq National Market or


                                      27
<PAGE>


         the New York Stock Exchange or listed on another national securities
         exchange, in any case, prior to the Change in Control Repurchase Date.

                  (iii)    All shares of Common Stock which may be issued upon
         repurchase of Notes will be issued out of the Company's authorized but
         unissued Common Stock and will, upon issue, be duly and validly issued
         and fully paid and nonassessable and free of any preemptive or similar
         rights.

                  (iv)     If any of the conditions set forth in clauses (i)
         through (iii) of this Section 3.08(b) are not satisfied in accordance
         with the terms thereof, the Change in Control Repurchase Price shall
         be paid by the Company only in cash.

                  (c)      Unless the Company shall have theretofore called for
redemption all of the outstanding Notes, prior to or on the 30th day after the
occurrence of a Change in Control, the Company, or, at the written request and
expense of the Company prior to or on the 30th day after such occurrence, the
Trustee, shall give to all Noteholders, in the manner provided in Section 12.02
hereof, notice of the occurrence of the Change in Control and of the repurchase
right set forth herein arising as a result thereof. The Company shall also
deliver a copy of such notice of a repurchase right to the Trustee. The notice
shall include a form of Change in Control Repurchase Notice (as defined in
Section 3.08(d)) to be completed by the Noteholder and shall state:

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

                  (2)      the date by which the Change in Control Repurchase
         Notice pursuant to this Section 3.08 must be given;

                  (3)      the Change in Control Repurchase Date;

                  (4)      the Change in Control Repurchase Price;

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

                  (6)      the Conversion Price and any adjustments thereto;

                  (7)      that Notes as to which a Change in Control
         Repurchase Notice has been given may be converted pursuant to Article
         10 hereof only if the Change in Control Repurchase Notice has been
         withdrawn in accordance with the terms of this Indenture;

                  (8)      that Notes must be surrendered to the Paying Agent
         to collect payment;

                  (9)      that the Change in Control Repurchase Price for any
         Note as to which a Change in Control Repurchase Notice has been duly
         given and not withdrawn will be paid promptly following the later of
         the Change in Control Repurchase Date and the time of surrender of
         such Note as described in (8) above;


                                      28
<PAGE>


                  (10)     briefly, the procedures the Holder must follow to
         exercise rights under this Section 3.08;

                  (11)     briefly, the conversion rights of the Notes;

                  (12)     the procedures for withdrawing a Change in Control
         Repurchase Notice;

                  (13)     that, unless the Company defaults in making payment
         of such Redemption Price, interest on Notes called for redemption will
         cease to accrue on and after the Redemption Date; and

                  (14)     the CUSIP number of the Notes.

                  (d)      A Holder may exercise its rights specified in
Section 3.08(a) hereof upon delivery of a written notice of purchase (a "Change
in Control Repurchase Notice") to the Paying Agent at any time prior to the
close of business on the Change in Control Repurchase Date, stating:

                  (1)      the certificate number of the Note which the Holder
         will deliver to be purchased;

                  (2)      the portion of the principal amount of the Note
         which the Holder will deliver to be purchased, which portion must be
         $1,000 or an integral multiple thereof; and

                  (3)      that such Note shall be purchased pursuant to the
         terms and conditions specified in paragraph 6 of the Notes.

                  The delivery of such Note to the Paying Agent prior to, on or
after the Change in Control Repurchase Date (together with all necessary
endorsements) at the offices of the Paying Agent shall be a condition to the
receipt by the Holder of the Change in Control Repurchase Price therefor;
provided, however, that such Change in Control Repurchase Price shall be so
paid pursuant to this Section 3.08 only if the Note so delivered to the Paying
Agent shall conform in all respects to the description thereof set forth in the
related Change in Control Repurchase Notice.

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 3.08, a portion of a Note if the principal amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Note also apply to the
purchase of such portion of such Note.

                  Any purchase by the Company contemplated pursuant to the
provisions of this Section 3.08 shall be consummated by the delivery of the
consideration to be received by the Holder promptly following the later of the
Change in Control Repurchase Date and the time of delivery of the Note to the
Paying Agent in accordance with this Section 3.08.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Change in Control Repurchase Notice
contemplated by this Section 3.08(d) shall have the right to withdraw such
Change in Control Repurchase Notice at any time prior to


                                      29
<PAGE>


the close of business on the Change in Control Repurchase Date by delivery of a
written notice of withdrawal to the Paying Agent in accordance with Section
3.09.

                  The Paying Agent shall promptly notify the Company of the
receipt by it of any Change in Control Repurchase Notice or written withdrawal
thereof.

                  SECTION 3.09      Effect of Change in Control Repurchase
Notice. Upon receipt by the Paying Agent of the Change in Control Repurchase
Notice specified in Section 3.08(d), the Holder of the Note in respect of which
such Change in Control Repurchase Notice was given shall (unless such Change in
Control Repurchase Notice is withdrawn as specified in the following two
paragraphs) thereafter be entitled to receive solely the Change in Control
Repurchase Price with respect to such Note. Such Change in Control Repurchase
Price shall be paid to such Holder, subject to receipts of funds and/or Notes
by the Paying Agent, promptly following the later of (x) the Change in Control
Repurchase Date with respect to such Note (provided the conditions in Section
3.08(d) have been satisfied) and (y) the time of delivery of such Note to the
Paying Agent by the Holder thereof in the manner required by Section 3.08(d).
Notes in respect of which a Change in Control Repurchase Notice, has been given
by the Holder thereof may not be converted pursuant to Article 10 hereof on or
after the date of the delivery of such Change in Control Repurchase Notice
unless such Change in Control Repurchase Notice has first been validly
withdrawn as specified in the following two paragraphs.

                  A Change in Control Repurchase Notice may be withdrawn by
means of a written notice of withdrawal delivered to the office of the Paying
Agent in accordance with the Change in Control Repurchase Notice at any time
prior to the close of business on the Change in Control Repurchase Date
specifying:

                  (1)      the certificate number of the Note in respect of
         which such notice of withdrawal is being submitted,

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

                  (3)      the principal amount, if any, of such Note which
         remains subject to the original Change in Control Repurchase Notice
         and which has been or will be delivered for purchase by the Company.

                  There shall be no repurchase of any Notes pursuant to Section
3.08 if there has occurred (prior to, on or after, as the case may be, the
giving, by the Holders of such Notes, of the required Change in Control
Repurchase Notice) and is continuing an Event of Default (other than a default
in the payment of the Change in Control Repurchase Price with respect to such
Notes). The Paying Agent will promptly return to the respective Holders thereof
any Notes (x) with respect to which a Change in Control Repurchase Notice has
been withdrawn in compliance with this Indenture, or (y) held by it during the
continuance of an Event of Default (other than a default in the payment of the
Change in Control Repurchase Price with respect to such Notes) in which case,
upon such return, the Change in Control Repurchase Notice with respect thereto
shall be deemed to have been withdrawn.


                                      30
<PAGE>


                  SECTION 3.10      Deposit of Change in Control Repurchase
Price. Prior to 10:00 a.m. (New York City time) on the Business Day following
the Change in Control Repurchase Date the Company shall deposit with the
Trustee or with the Paying Agent (or, if the Company or a Subsidiary or an
Affiliate of either of them is acting as the Paying Agent, shall segregate and
hold in trust as provided in Section 2.04) an amount of money (in immediately
available funds if deposited on such Business Day) or Common Stock, if
permitted hereunder, sufficient to pay the aggregate Change in Control
Repurchase Price of all the Notes or portions thereof which are to be purchased
as of the Change in Control Repurchase Date.

                  SECTION 3.11      Notes Purchased in Part. Any Note which is
to be purchased only in part shall be surrendered at the office of the Paying
Agent (with, if the Company or the Trustee so requires, due endorsement by, or
a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Note, without service charge, a
new Note or Notes, of any authorized denomination as requested by such Holder
in aggregate principal amount equal to, and in exchange for, the portion of the
principal amount of the Note so surrendered which is not purchased.

                  SECTION 3.12      Covenant to Comply with Securities Laws
upon Purchase of Notes. In connection with any offer to purchase or repurchase
of Notes under Section 3.08 hereof (provided that such offer or purchase
constitutes an "issuer tender offer" for purposes of Rule 13e-4 (which term, as
used herein, includes any successor provision thereto) under the Exchange Act
at the time of such offer or purchase), the Company shall (i) comply with Rule
13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act which
may then be applicable, (ii) file the related Schedule 13E-3 (or any successor
schedule, form or report) or any other schedule required under the Exchange
Act, and (iii) otherwise comply with all federal and state securities laws so
as to permit the rights and obligations under Section 3.08 to be exercised in
the time and in the manner specified in Section 3.08.

                  SECTION 3.13      Repayment to the Company. The Trustee and
the Paying Agent shall return to the Company any cash or shares of Common Stock
that remain unclaimed as provided in paragraph 12 of the Notes, together with
interest or dividends, if any, thereon, held by them for the payment of the
Change in Control Repurchase Price; provided, however, that to the extent that
the aggregate amount of cash or shares of Common Stock deposited by the Company
pursuant to Section 3.10 exceeds the aggregate Change in Control Repurchase
Price of the Notes or portions thereof which the Company is obligated to
purchase as of the Change in Control Repurchase Date then promptly after the
Business Day following the Change in Control Repurchase Date the Trustee shall
return any such excess to the Company together with interest or dividends, if
any, thereon.

                                   ARTICLE 4

                                   COVENANTS

                  SECTION 4.01      Payment of Principal, Premium, Interest on
the Notes. The Company will duly and punctually pay the principal of and
premium, if any, and interest in


                                      31
<PAGE>


respect of the Notes in accordance with the terms of the Notes and this
Indenture. The Company will deposit or cause to be deposited with the Trustee
as directed by the Trustee, no later than the day of the Stated Maturity of any
Note or installment of interest, all payments so due. Principal amount,
Redemption Price, Change in Control Repurchase Price, and cash interest shall
be considered paid on the applicable date due if on such date (or, in the case
of a Change in Control Repurchase Price on the Business Day following the
applicable Change in Control Repurchase Date) the Trustee or the Paying Agent
holds, in accordance with this Indenture, money or Notes, if permitted
hereunder, sufficient to pay all such amounts then due.

                  The Company shall, to the extent permitted by law, pay cash
interest on overdue amounts at the rate per annum set forth in paragraph 1 of
the Notes, compounded semiannually, which interest shall accrue from the date
such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand.

                  SECTION 4.02      SEC and Other Reports. The Company shall
file with the Trustee, within 15 days after it files such annual and quarterly
reports, information, documents and other reports with the SEC, copies of its
annual report and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. In such event, such reports shall be
provided at the times the Company would have been required to provide reports
had it continued to have been subject to such reporting requirements. The
Company also shall comply with the other provisions of TIA Section 314(a).

                  SECTION 4.03      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, 2001) an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard
to any period of grace or requirement of notice provided hereunder) and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

                  SECTION 4.04      Further Instruments and Acts. Upon request
of the Trustee, the Company will execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purposes of this Indenture.

                  SECTION 4.05      Maintenance of Office or Agency. The
Company will maintain in the Borough of Manhattan, the City of New York, an
office or agency of the Trustee, Registrar, Paying Agent and Conversion Agent
where Notes may be presented or surrendered for payment, where Notes may be
surrendered for registration of transfer, exchange, purchase, redemption or
conversion and where notices and demands to or upon the Company in respect of
the Notes and this Indenture may be served. The office of Chase/Mellon, located
at 120 Broadway, 13th Floor, New York, New York 10271, attention: Shirley
Speno, shall initially be such office or agency for all of the aforesaid
purposes. The Company shall give prompt written notice to the Trustee of the
location, and of any change in the location, of any such office or


                                      32
<PAGE>


agency (other than a change in the location of the office of 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
address of the Trustee set forth in Section 12.02.

                  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, however, 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.

                  SECTION 4.06      Delivery of Certain Information. At any
time when the Company is not subject to Section 13 or 15(d) of the Exchange
Act, upon the request of a holder or any beneficial holder of Notes or shares
of Common Stock issued upon conversion thereof, the Company will promptly
furnish or cause to be furnished Rule 144A Information (as defined below) to
such Holder or any beneficial holder of Notes or holder of shares of Common
Stock issued upon conversion of Notes, or to a prospective purchaser of any
such security designated by any such holder, as the case may be, to the extent
required to permit compliance by such Holder or holder with Rule 144A under the
Securities Act in connection with the resale of any such security. "Rule 144A
Information" shall be such information as is specified pursuant to Rule
144A(d)(4) under the Securities Act.

                                   ARTICLE 5

                             SUCCESSOR CORPORATION

                  SECTION 5.01      When Company May Merge or Transfer Assets.
The Company shall not consolidate with, merge with or into any other person or
convey, transfer or lease its properties and assets substantially as an
entirety to any person, unless:

                  (a)      either (1) the Company shall be the continuing
         corporation or (2) the person (if other than the Company) formed by
         such consolidation or into which the Company is merged or the person
         which acquires by conveyance, transfer or lease the properties and
         assets of the Company substantially as an entirety (i) shall be
         organized and validly existing under the laws of the United States or
         any State thereof or the District of Columbia and (ii) shall expressly
         assume, by an indenture supplemental hereto, executed and delivered to
         the Trustee, in form satisfactory to the Trustee, all of the
         obligations of the Company under the Notes and this Indenture;

                  (b)      at the time of such transaction, 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

                  (c)      the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that
         such consolidation, merger, conveyance, transfer or lease and, if a
         supplemental indenture is required in connection with such


                                      33
<PAGE>


         transaction, such supplemental indenture, comply with this Article 5
         and that all conditions precedent herein provided for relating to such
         transaction have been satisfied.

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

                  The successor person formed by such consolidation or into
which the Company is merged or the successor person to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor had been named as the Company herein; and
thereafter, except in the case of a lease and obligations the Company may have
under a supplemental indenture pursuant to Section 10.11, the Company shall be
discharged from all obligations and covenants under this Indenture and the
Notes. Subject to Section 9.06, the Company, the Trustee and the successor
person shall enter into a supplemental indenture to evidence the succession and
substitution of such successor person and such discharge and release of the
Company.

                                   ARTICLE 6

                             DEFAULTS AND REMEDIES

                  SECTION 6.01      Events of Default. An "Event of Default"
occurs if:

                  (1)      the Company fails to pay when due the principal of
         or premium, if any, on any of the Notes at maturity, upon redemption
         or exercise of a repurchase right or otherwise, whether or not such
         payment is prohibited by Article 11 of this Indenture;

                  (2)      the Company fails to pay an installment of interest
         (including liquidated damages, if any) on any of the Notes that
         continues for 30 days after the date when due, whether or not such
         payment is prohibited by Article 11 of this Indenture;

                  (3)      the Company fails to deliver shares of Common Stock,
         together with cash in lieu of fractional shares, when such Common
         Stock or cash in lieu of fractional shares is required to be delivered
         upon conversion of a Note and such failure continues for 10 days after
         such delivery date;

                  (4)      the Company fails to perform or observe any other
         term, covenant or agreement contained in the Notes or this Indenture
         for a period of 60 days after receipt by the Company of a Notice of
         Default (as defined in this Section 6.01);

                  (5)      (A) one or more defaults in the payment of principal
         of or premium, if any, on any of the Company's Indebtedness
         aggregating $5.0 million or more, when the same becomes due and
         payable at the scheduled maturity thereof, and such default or
         defaults shall have continued after any applicable grace period and
         shall not have been cured or


                                      34
<PAGE>


         waived within a 30-day period after the date of such default or (B)
         any of the Company's Indebtedness aggregating $5.0 million or more
         shall have been accelerated or otherwise declared due and payable, or
         required to be prepaid or repurchased (other than by regularly
         scheduled required prepayment) prior to the scheduled maturity thereof
         and such acceleration is not rescinded or annulled within a 30-day
         period after the date of such acceleration;

                  (6)      the Company, or any Significant Subsidiary, or any
         Subsidiaries of the Company which in the aggregate would constitute a
         Significant Subsidiary pursuant to or under or within the meaning of
         any Bankruptcy Law:

                           (A)      commences a voluntary case or proceeding;

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

                           (C)      consents to the appointment of a Custodian
                  of it or for any substantial part of its property;

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

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

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

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

                           (A)      is for relief against the Company or any
                  Significant Subsidiary or any Subsidiaries of the Company
                  which in the aggregate would constitute a Significant
                  Subsidiary in an involuntary case or proceeding, or
                  adjudicates the Company or any Significant Subsidiary or any
                  Subsidiaries of the Company which in the aggregate would
                  constitute a Significant Subsidiary insolvent or bankrupt;

                           (B)      appoints a Custodian of the Company or any
                  Significant Subsidiary or any Subsidiaries of the Company
                  which in the aggregate would constitute a Significant
                  Subsidiary or for any substantial part of its or their
                  properties; or

                           (C)      orders the winding up or liquidation of the
                  Company or any Significant Subsidiary or any Subsidiaries of
                  the Company which in the aggregate would constitute a
                  Significant Subsidiary;

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


                                      35
<PAGE>


                           "Bankruptcy Law" means Title 11, United States Code,
                  or any similar federal or state law for the relief of
                  debtors.

                           "Custodian" means any receiver, trustee, assignee,
                  liquidator, custodian or similar official under any
                  Bankruptcy Law.

                  A Default under clause (4) above is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
aggregate principal amount of the Notes at the time outstanding notify the
Company and the Trustee, of the Default and the Company does not cure such
Default (and such Default is not waived) within the time specified in clause
(4) above after actual receipt of such notice. Any such notice must specify the
Default, demand that it be remedied and state that such notice is a "Notice of
Default".

                  The Company will deliver to the Trustee, within five Business
Days of becoming aware of the occurrence of an Event of Default, written notice
thereof. In addition, the Company shall deliver to the Trustee, within 30 days
after it becomes aware of the occurrence thereof, written notice of any event
which with the lapse of time would become an Event of Default under clause (4)
above, its status and what action the Company is taking or proposes to take
with respect thereto.

                  SECTION 6.02      Acceleration. If an Event of Default (other
than an Event of Default specified in Section 6.01(6) or (7)) occurs and is
continuing, the Trustee by Notice to the Company, or the Holders of at least
25% in aggregate principal amount of the Notes at the time outstanding by
notice to the Company and the Trustee, may declare the notes due and payable at
their principal amount together with accrued interest. Upon a declaration of
acceleration, such principal and accrued and unpaid interest to the date of
payment shall be immediately due and payable.

                  If an Event of Default specified in Section 6.01(6) or (7)
above occurs and is continuing, then the principal and the interest on all the
Notes shall become and be immediately due and payable without any declaration
or other act on the part of the Trustee or any Noteholders.

                  The Holders of a majority in aggregate principal amount of
the Notes at the time outstanding, by notice to the Trustee (and without notice
to any other Noteholder) may rescind or annul an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of the principal and any accrued cash interest that have become due
solely as a result of acceleration and if all amounts due to the Trustee under
Section 7.06 have been paid. No such rescission shall affect any subsequent
Default or impair any right consequent thereto.

                  SECTION 6.03      Other Remedies. If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy to
collect the payment of the principal, the premium, if any, and any accrued cash
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.

                  The Trustee may maintain a proceeding even if the Trustee
does not possess any of the Notes or produce any of the Notes in the
proceeding. A delay or omission by the Trustee


                                      36
<PAGE>


or any Noteholder in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of, or
acquiescence in, the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative.

                  SECTION 6.04      Waiver of Past Defaults. The Holders of a
majority in aggregate principal amount of the Notes at the time outstanding, by
notice to the Trustee (and without notice to any other Noteholder), may waive
an existing Default and its consequences except (1) an Event of Default
described in Section 6.01(1) or (2), (2) a Default in respect of a provision
that under Section 9.02 cannot be amended without the consent of each
Noteholder affected or (3) a Default which constitutes a failure to convert any
Note in accordance with the terms of Article 11. When a Default is waived, it
is deemed cured, but no such waiver shall extend to any subsequent or other
Default or impair any consequent right. This Section 6.04 shall be in lieu of
Section 316(a)1(B) of the TIA and such Section 316(a)1(B) is hereby expressly
excluded from this Indenture, as permitted by the TIA.

                  SECTION 6.05      Control by Majority. The Holders of a
majority in aggregate principal amount of the Notes at the time outstanding may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any trust or power conferred on the
Trustee. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture or that the Trustee determines in good faith is
unduly prejudicial to the rights of other Noteholders or would involve the
Trustee in personal liability unless the Trustee is offered indemnity
satisfactory to it against loss, liability or expense. This Section 6.05 shall
be in lieu of Section 316(a)1(A) of the TIA and such Section 316(a)1(A) is
hereby expressly excluded from this Indenture, as permitted by the TIA.

                  SECTION 6.06      Limitation on Suits. A Noteholder may not
pursue any remedy with respect to this Indenture or the Notes unless:

                  (1)      the Holder gives to the Trustee written notice
         stating that an Event of Default is continuing;

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

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

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

                  (5)      the Holders of a majority in aggregate principal
         amount of the Notes at the time outstanding do not give the Trustee a
         direction inconsistent with the request during such 60-day period.

                  A Noteholder may not use this Indenture to prejudice the
rights of any other Noteholder or to obtain a preference or priority over any
other Noteholder.


                                      37
<PAGE>


                  SECTION 6.07      Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of the principal amount, premium, if any, plus Redemption
Price, Change in Control Repurchase Price or any accrued cash interest in
respect of the Notes held by such Holder, on or after the respective due dates
expressed in the Notes or any Redemption Date, and to convert the Notes in
accordance with Article 10, or to bring suit for the enforcement of any such
payment on or after such respective dates or the right to convert, shall not be
impaired or affected adversely without the consent of such Holder.

                  SECTION 6.08      Collection Suit by Trustee. If an Event of
Default described in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount owing with respect to the Notes and
the amounts provided for in Section 7.06.

                  SECTION 6.09      Trustee May File Proofs of Claim. In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Notes or the
property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal amount, Redemption Price, Change
in Control Repurchase Price or any accrued cash interest in respect of the
Notes shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of any such amount) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

                  (a)      to file and prove a claim for the whole amount of
         the principal amount, Redemption Price, Change in Control Repurchase
         Price or any accrued cash interest and to file such other papers or
         documents as may be necessary or advisable in order to have the claims
         of the Trustee (including any claim for the reasonable compensation,
         expenses, disbursements and advances of the Trustee, its agents and
         counsel or any other amounts due the Trustee under Section 7.06) and
         of the Holders allowed in such judicial proceeding, and

                  (b)      to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.06.

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


                                      38
<PAGE>


                  SECTION 6.10      Priorities. If the Trustee collects any
money pursuant to this Article 6, it shall pay out the money in the following
order:

                  (1)      to the Trustee for amounts due under Section 7.06;

                  (2)      to Noteholders for amounts due and unpaid on the
         Notes for the principal amount, Redemption Price, Change in Control
         Purchase Price or any accrued cash interest as the case may be,
         ratably, without preference or priority of any kind, according to such
         amounts due and payable on the Notes; and

                  (3)      the balance, if any, to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Noteholders pursuant to this Section 6.10. At least 15 days before
such record date, the Trustee shall mail to each Noteholder and the Company a
notice that states the record date, the payment date and the amount to be paid.

                  SECTION 6.11      Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant (other than the
Trustee) in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having
due regard to the merits and good faith of the claims or defenses made by the
party litigant. This Section 6.11 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10%
in aggregate principal amount of the Notes at the time outstanding. This
Section 6.11 shall be in lieu of Section 315(e) of the TIA and such Section
315(e) is hereby expressly excluded from this Indenture, as permitted by the
TIA.

                  SECTION 6.12      Waiver of Stay, Extension or Usury Laws.
The Company covenants (to the extent that it may lawfully do so) that it will
not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury or
other law wherever enacted, now or at any time hereafter in force, which would
prohibit or forgive the Company from paying all or any portion of the principal
amount, Redemption Price, Change in Control Repurchase Price or any accrued
cash interest in respect of Notes, or any interest on such amounts, as
contemplated herein, or which may affect the covenants or the performance of
this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not 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.


                                      39
<PAGE>


                                   ARTICLE 7

                                    TRUSTEE

                  SECTION 7.01      Duties and Responsibilities of the Trustee;
During Default; Prior to Default. The Trustee, prior to the occurrence of an
Event of Default hereunder and after the curing or waiving of all such 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 hereunder 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 man would exercise or use under the circumstances in the conduct of his
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
         hereunder and after the curing or waiving of all such 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 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
                  covenants or obligations shall be read into this Indenture
                  against the Trustee; and

                           (ii)     in the absence of bad faith 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 statements, certificates or
                  opinions furnished to the Trustee and conforming to the
                  requirements of this Indenture; but in the case of any such
                  statements, certificates or opinions which by any provision
                  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 Responsible
         Officers of the Trustee, unless it shall be proved that the Trustee
         was negligent in ascertaining the pertinent facts; and

                  (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 pursuant to Section 6.05 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.

                  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


                                      40
<PAGE>


any of its duties or in the exercise of any of its rights or powers, if there
shall be reasonable ground for believing that the repayment of such funds or
adequate indemnity against such liability is not reasonably assured to it.

                  The provisions of this Section 7.01 are in furtherance of and
subject to Sections 315 and 316 of the TIA.

                  SECTION 7.02      Certain Rights of the Trustee. In
furtherance of and subject to the TIA and subject to Section 7.01:

                  (a)      the Trustee may rely and shall be protected in
         acting or refraining from acting upon any resolution, Officers'
         Certificate or any other certificate, statement, instrument, opinion,
         report, notice, request, consent, order, bond, debenture, note,
         coupon, Note or other paper or document believed by it 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 of its
         selection and any advice or Opinion of Counsel shall be full and
         complete authorization and protection in respect of any action taken,
         suffered or omitted to be taken 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 trusts or powers vested in it by this Indenture with 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 reasonable security or indemnity against the
         costs, expenses and liabilities which might be incurred therein or
         thereby;

                  (e)      the Trustee shall not be liable for any action taken
         or omitted by it in good faith and believed by it to be authorized or
         within the discretion, rights or powers conferred upon it by this
         Indenture;

                  (f)      prior to the occurrence of an Event of Default
         hereunder and after the curing or waiving of all such Events of
         Default, 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, consent, order,
         approval, appraisal, bond, debenture, note, coupon, security, or other
         paper or document unless requested in writing to do so by the Holders
         of not less than a majority in aggregate principal amount of the Notes
         then outstanding; provided 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
         reasonable indemnity against such expenses or liabilities as a
         condition to proceeding; the


                                      41
<PAGE>


         reasonable expenses of every such investigation 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

                  (g)      the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys not regularly in its employ and the
         Trustee shall not be responsible for any misconduct or negligence on
         the part of any such agent or attorney appointed with due care by it
         hereunder.

                  SECTION 7.03      Trustee Not Responsible for Recitals,
Disposition of Notes or Application of Proceeds Thereof. The recitals contained
herein and in the Notes, except the Trustee's certificates 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
representation 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 any of the Notes or of the proceeds thereof.

                  SECTION 7.04      Trustee and Agents May Hold Notes;
Collections, etc. The Trustee or any agent of the Company or the Trustee, 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 the Trustee or such agent
and, subject to Sections 7.08 and 7.13, if operative, may otherwise deal with
the Company and receive, collect, hold and retain collections from the Company
with the same rights it would have if it were not the Trustee or such agent.

                  SECTION 7.05      Moneys Held by Trustee. Subject to the
provisions of Section 8.02 hereof, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated from other funds except to
the extent required by mandatory provisions of law. Neither the Trustee nor any
agent of the Company or the Trustee shall be under any liability for interest
on any moneys received by it hereunder.

                  SECTION 7.06      Compensation and Indemnification of Trustee
and Its Prior Claim. The Company covenants and agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to, such compensation
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) to be agreed to in writing by
the Trustee and the Company, and the Company covenants and agrees to pay or
reimburse the Trustee and each predecessor Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on
behalf of it in accordance with any of the provisions of this Indenture
(including (i) the reasonable compensation and the expenses and disbursements
of its counsel and of all agents and other persons not regularly in its employ
and (ii) interest at the prime rate on any disbursements and advances made by
the Trustee and not paid by the Company within 5 days after receipt of an
invoice for such disbursement or advance) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. The Company also
covenants to indemnify the Trustee and each predecessor Trustee for, and to
hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and its
duties hereunder, including the costs and expenses of defending itself


                                      42
<PAGE>


against or investigating any claim of liability in the premises. The
obligations of the Company under this Section 7.06 to compensate and indemnify
the Trustee and each predecessor Trustee and to pay or reimburse the Trustee
and each predecessor Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture. Such additional indebtedness shall be a senior
claim to that of the Notes upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the Holders of
particular Notes, and the Notes are hereby effectively subordinated to such
senior claim to such extent. The provisions of this Section 7.06 shall survive
the termination of this Indenture.

                  SECTION 7.07      Right of Trustee to Rely on Officers'
Certificate, etc. Subject to Sections 7.01 and 7.02, whenever in the
administration of the trusts of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking
or suffering or omitting any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or 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 certificate, in the absence of negligence or bad faith on
the part of the Trustee, shall be full warrant to the Trustee for any action
taken, suffered or omitted by it under the provisions of this Indenture upon
the faith thereof.

                  SECTION 7.08      Conflicting Interests. If the Trustee has
or shall acquire a conflicting interest within the meaning of the TIA, 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 TIA.

                  SECTION 7.09      Persons Eligible for Appointment as
Trustee. The Trustee shall at all times be a corporation or banking association
having a combined capital and surplus of at least $50,000,000. If such
corporation or banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then, for the purposes of this Section 7.09, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 7.09, the Trustee
shall resign immediately in the manner and with the effect specified in Section
7.10.

                  SECTION 7.10      Resignation and Removal; Appointment of
Successor Trustee. (a) The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign with respect to one or more or all series of
Notes by giving written notice of resignation to the Company and by mailing
notice thereof by first class mail to the Holders of Notes at their last
addresses as they shall appear on the Note register. Upon receiving such notice
of resignation, the Company shall promptly appoint a successor trustee or
trustees by written instrument in duplicate, executed by authority of the Board
of Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee or trustees. If no successor
trustee shall have been so appointed and have accepted appointment within 30
days after the mailing of such notice of resignation, 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 for at
least six months may, subject to the provisions of Section 7.11, on behalf of
himself and all others similarly situated, petition any such court for the


                                      43
<PAGE>


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 the provisions
         of Section 7.08 with respect to any Notes after written request
         therefor by the Company or by any Noteholder who has been a bona fide
         Holder of a Note for at least six months; or

                  (ii)     the Trustee shall cease to be eligible in accordance
         with the provisions of Section 7.09 and shall fail to resign after
         written request therefor by the Company or by any Noteholder; or

                  (iii)    the Trustee shall become incapable of acting or
         shall be adjudged a bankrupt or insolvent, or a receiver or liquidator
         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; or

                  (iv)     the Company shall determine that the Trustee has
         failed to perform its obligations under this Indenture in any material
         respect;

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors of the Company, 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 7.11, any Noteholder who has been a bona
fide Holder of a Note for at least six months may on behalf of 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. If no successor trustee
shall have been appointed and have accepted appointment within 30 days after a
notice of removal has been given, the removed trustee may petition a court of
competent jurisdiction for the appointment of 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 appoint a successor trustee by delivering to the Trustee so removed, to the
successor trustee so appointed and to the Company the evidence provided for in
Section 1.05 of the action in that regard taken by the Noteholders.

                  (d)      Any resignation or removal of the Trustee and any
appointment of a successor trustee pursuant to any of the provisions of this
Section 7.10 shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 7.11.

                  SECTION 7.11      Acceptance of Appointment by Successor
Trustee. Any successor trustee appointed as provided in Section 7.10 shall
execute 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
rights, powers, duties and obligations of its predecessor hereunder, with like
effect as if


                                      44
<PAGE>


originally named as trustee hereunder; but, nevertheless, on the written
request of the Company or of the successor trustee, upon payment of its charges
then unpaid, the trustee ceasing to act shall pay over to the successor trustee
all moneys at the time held by it hereunder and shall execute and deliver an
instrument transferring to such successor trustee all such rights, powers,
duties and obligations. 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 prior claim upon all
property or funds held or collected by such trustee to secure any amounts then
due it pursuant to the provisions of Section 7.06.

                  No successor trustee shall accept appointment as provided in
this Section 7.11 unless at the time of such acceptance such successor trustee
shall be qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09.

                  Upon acceptance of appointment by any successor trustee as
provided in this Section 7.11, the Company shall mail notice thereof by first
class mail to the Holders of Notes at their last addresses as they shall appear
in the register. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the
preceding sentence may be combined with the notice called for by Section 7.10.
If the Company fails to mail such notice within ten 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 7.12      Merger, Conversion, Consolidation or
Succession to Business of Trustee. Any corporation or banking association into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation or banking association resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation or banking association succeeding to all or substantially all
of the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided that such corporation or banking association shall
be qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. 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 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 may
authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor Trustee; and in all such cases such certificate shall
have the full force and effect that this Indenture provides for the certificate
of authentication of the Trustee; provided, 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 7.13      Preferential Collection of Claims Against
the Company. The Trustee shall comply with the provisions of Section 311 of the
TIA.


                                      45
<PAGE>


                  SECTION 7.14      Reports by the Trustee. (a) The Trustee
shall transmit to Holders and other persons such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the TIA on
or before July 15 in each year that such report is required, such reports to be
dated as of the immediately preceding May 15.

                  (b)      A copy of each such report shall, at the time of
such transmission to Noteholders, be furnished to the Company and be filed by
the Trustee with each stock exchange upon which the Notes are listed and also
with the SEC. The Company agrees to notify the Trustee when and as the Notes
become admitted to trading on any national securities exchange.

                  SECTION 7.15      Trustee to Give Notice of Default, But May
Withhold in Certain Circumstances. The Trustee shall transmit to the
Noteholders, as the names and addresses of such Holders appear on the Note
register, notice by mail of all Defaults which have occurred, such notice to be
transmitted within 90 days after the occurrence thereof, unless such defaults
shall have been cured before the giving of such notice; provided that, except
in the case of Default in the payment of the principal of, interest on, or
other similar obligation with respect to, any of the Notes, the Trustee shall
be protected in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of directors or
trustees and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the best interests of the
Noteholders.

                                   ARTICLE 8

                             DISCHARGE OF INDENTURE

                  SECTION 8.01      Discharge of Liability on Notes. When (i)
the Company delivers to the Trustee all outstanding Notes (other than Notes
replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding
Notes have become due and payable and the Company deposits with the Trustee
cash or, if expressly permitted by the terms of the Notes, Common Stock
sufficient to pay all amounts due and owing on all outstanding Notes (other
than Notes replaced pursuant to Section 2.07), and if in either case the
Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Section 7.06, cease to be of further effect. The
Trustee shall join in the execution of a document prepared by the Company
acknowledging satisfaction and discharge of this Indenture on demand of the
Company accompanied by an Officers' Certificate and Opinion of Counsel and at
the cost and expense of the Company.

                  SECTION 8.02      Repayment of the Company. The Trustee and
the Paying Agent shall return to the Company upon written request any money or
securities held by them for the payment of any amount with respect to the Notes
that remains unclaimed for two years, subject to applicable unclaimed property
law. After return to the Company, Holders entitled to the money or securities
must look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person and the Trustee and the Paying
Agent shall have no further liability to the Noteholders with respect to such
money or securities for that period commencing after the return thereof.


                                      46
<PAGE>


                                   ARTICLE 9

                                   AMENDMENTS

                  SECTION 9.01      Without Consent of Holders. The Company
and the Trustee may amend this Indenture or the Notes without the consent of
any Noteholder for the purposes of, among other things:

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

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

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

                  (4)      providing for the assumption of the Company's
         obligations to the Holders in the case of a merger, consolidation,
         conveyance, transfer or lease;

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

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

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

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

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

                  (10)     complying with Article 5;

                  (11)     providing for uncertificated Notes in addition to
         the Certificated Notes so long as such uncertificated Notes are in
         registered form for purposes of the Internal Revenue Code of 1986, as
         amended; or

                  (12)     adding to the Company's covenants or obligations
         under this Indenture for the protection of the Holders or surrendering
         any right, power or option conferred by this Indenture on the Company.


                                      47
<PAGE>


                  SECTION 9.02      With Consent of Holders. With the written
consent of the Holders of at least a majority in aggregate principal amount of
the Notes at the time outstanding, the Company and the Trustee may amend this
Indenture or the Notes. However, without the consent of each Noteholder
affected, an amendment to this Indenture or the Notes may not:

                  (1)      change the maturity of the principal of or any
         installment of interest on any Note (including any payment of
         liquidated damages);

                  (2)      reduce the principal amount of, or any premium or
         interest on (including any payment of liquidated damages), any Note;

                  (3)      change the currency of payment of such Note or
         interest thereon;

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

                  (5)      modify the Company's obligations to maintain an
         office or agency in New York City;

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

                  (7)      modify the subordination provisions of the Notes in
         a manner adverse to the Holders; or

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

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

                  After an amendment under this Section 9.02 becomes effective,
the Company shall mail to each Holder a notice briefly describing the
amendment.

                  SECTION 9.03      Compliance with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall comply with the
TIA.

                  SECTION 9.04      Revocation and Effect of Consents, Waivers
and Actions. Until an amendment, waiver or other action by Holders becomes
effective, a consent thereto by a Holder of a Note hereunder is a continuing
consent by the Holder and every subsequent Holder of that Note or portion of
the Note that evidences the same obligation as the consenting Holder's Note,
even if notation of the consent, waiver or action is not made on the Note.
However, any such Holder or subsequent Holder may revoke the consent, waiver or
action as to such Holder's Note or portion of the Note if the Trustee receives
the notice of revocation before the date the amendment, waiver or action
becomes effective. After an amendment, waiver or action becomes effective, it
shall bind every Noteholder.


                                      48
<PAGE>


                  SECTION 9.05      Notation on or Exchange of Notes. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Notes so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
outstanding Notes.

                  SECTION 9.06      Trustee to Sign Supplemental Indentures.
The Trustee shall sign any supplemental indenture authorized pursuant to this
Article 9 if the amendment contained therein does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign such supplemental indenture. In signing such
supplemental indenture the Trustee shall be entitled to receive, and (subject
to the provisions of Section 7.01) shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that such amendment is
authorized or permitted by this Indenture.

                  SECTION 9.07      Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of Notes
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

                                   ARTICLE 10

                                   CONVERSION

                  SECTION 10.01     Conversion Right and Conversion Price.
Subject to and upon compliance with the provisions of this Article, at the
option of the Holder thereof, any Note or any portion of the principal amount
thereof which is $1,000 or an integral multiple of $1,000 may be converted at
the principal amount thereof, or of such portion thereof, into duly authorized,
fully paid and nonassessable shares of Common Stock, at the Conversion Price,
determined as hereinafter provided, in effect at the time of conversion. Such
conversion right shall expire at the close of business on October 9, 2008.

                  In case a Note or portion thereof is called for redemption,
such conversion right in respect of the Note or the portion so called, shall
expire at the close of business on the Business Day preceding the Redemption
Date, unless the Company defaults in making the payment due upon redemption. In
the case of a Change in Control for which the Holder exercises its repurchase
right with respect to a Note or portion thereof, such conversion right in
respect of the Note or portion thereof shall expire at the close of business on
the Business Day immediately preceding the Change in Control Repurchase Date.

                  The price at which shares of Common Stock shall be delivered
upon conversion (the "Conversion Price") shall be initially equal to $41.55 per
share of Common Stock. The Conversion Price shall be adjusted in certain
instances as provided in paragraphs (a), (b), (c), (d), (e), (f), (h) and (i)
of Section 10.04 hereof.


                                      49
<PAGE>


                  SECTION 10.02     Exercise of Conversion Right. To exercise
the conversion right, the Holder of any Note to be converted shall surrender
such Note duly endorsed or assigned to the Company or in blank, at the office
of any Conversion Agent, accompanied by a duly signed conversion notice
substantially in the form attached to the Note to the Company stating that the
Holder elects to convert such Note or, if less than the entire principal amount
thereof is to be converted, the portion thereof to be converted.

                  Notes surrendered for conversion during the period from the
close of business on any Regular Record Date to the opening of business on the
next succeeding Interest Payment Date shall be accompanied by payment in New
York Clearing House funds or other funds acceptable to the Company of an amount
equal to the interest to be received on such Interest Payment Date on the
principal amount of Notes being surrendered for conversion.

                  Notes shall be deemed to have been converted immediately
prior to the close of business on the day of surrender of such Notes for
conversion in accordance with the foregoing provisions, and at such time the
rights of the Holders of such Notes as Holders shall cease, and the Person or
Persons entitled to receive the Common Stock issuable upon conversion shall be
treated for all purposes as the record holder or holders of such Common Stock
at such time. As promptly as practicable on or after the conversion date, the
Company shall cause to be issued and delivered to such Conversion Agent a
certificate or certificates for the number of full shares of Common Stock
issuable upon conversion, together with payment in lieu of any fraction of a
share as provided in Section 10.03 hereof.

                  In the case of any Note which is converted in part only, upon
such conversion the Company shall execute and the Trustee shall authenticate
and deliver to the Holder thereof, at the expense of the Company, a new Note or
Notes of authorized denominations in aggregate principal amount equal to the
unconverted portion of the principal amount of such Notes.

                  If shares of Common Stock to be issued upon conversion of a
Restricted Note, or securities to be issued upon conversion of a Restricted
Note in part only, are to be registered in a name other than that of the Holder
of such Restricted Note, such Holder must deliver to the Conversion Agent a
certificate in substantially the form set forth in the form of Note set forth
in Exhibit A annexed hereto, dated the date of surrender of such Restricted
Note and signed by such Holder, as to compliance with the restrictions on
transfer applicable to such Restricted Note. Neither the Trustee nor any
Conversion Agent, Registrar or Transfer Agent shall be required to register in
a name other than that of the Holder shares of Common Stock or Notes issued
upon conversion of any such Restricted Note not so accompanied by a properly
completed certificate.

                  The Company hereby initially appoints the Trustee as the
Conversion Agent.

                  SECTION 10.03     Fractions of Shares. No fractional shares
of Common Stock shall be issued upon conversion of any Note or Notes. If more
than one Note shall be surrendered for conversion at one time by the same
Holder, the number of full shares which shall be issued upon conversion thereof
shall be computed on the basis of the aggregate principal amount of the Notes
(or specified portions thereof) so surrendered. Instead of any fractional share
of Common Stock which would otherwise be issued upon conversion of any Note or
Notes (or specified portions thereof), the Company shall pay a cash adjustment
in respect of such


                                      50
<PAGE>


fraction (calculated to the nearest one-100th of a share) in an amount equal to
the same fraction of the quoted price of the Common Stock as of the Trading Day
preceding the date of conversion.

                  SECTION 10.04     Adjustment of Conversion Price. The
Conversion Price shall be subject to adjustments, calculated by the Company,
from time to time 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, the Conversion Price in effect at the
         opening of business on the date following the date fixed for the
         determination of stockholders entitled to receive such dividend or
         other distribution shall be reduced by multiplying such Conversion
         Price by a fraction:

                           (1)      the numerator of which shall be the number
                  of shares of Common Stock outstanding at the close of
                  business on the Record Date (as defined in Section 10.4(g))
                  fixed for such determination, and

                           (2)      the denominator of which shall be the sum
                  of such number of shares and the total number of shares
                  constituting such dividend or other distribution.

         Such reduction shall become effective immediately after the opening of
         business on the day following the Record Date. If any dividend or
         distribution of the type described in this Section 10.04(a) is
         declared but not so paid or made, the Conversion Price shall again be
         adjusted to the Conversion Price which would then be in effect if such
         dividend or distribution had not been declared.

                  (b)      In case the outstanding shares of Common Stock shall
         be subdivided into a greater number of shares of Common Stock, the
         Conversion Price in effect at the opening of business on the day
         following the day upon which such subdivision becomes effective shall
         be proportionately reduced, and conversely, in case outstanding shares
         of Common Stock shall be combined into a smaller number of shares of
         Common Stock, the Conversion Price in effect at the opening of
         business on the day following the day upon which such combination
         becomes effective shall be proportionately increased, such reduction
         or increase, as the case may be, to become effective immediately after
         the opening of business on the day following the day upon which such
         subdivision or combination becomes effective.

                  (c)      In case the Company shall issue rights or warrants
         (other than any rights or warrants referred to in Section 10.04(d)) to
         all holders of its outstanding shares of Common Stock entitling them
         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 (as
         defined in Section 10.04(g)) on the Record Date fixed for the
         determination of stockholders entitled to receive such rights or
         warrants, the Conversion Price shall be adjusted so that the same
         shall equal the price determined by multiplying the Conversion Price
         in effect at the opening of business on the date after such Record
         Date by a fraction:


                                      51
<PAGE>


                           (1)      the numerator of which shall be the number
                  of shares of Common Stock outstanding at the close of
                  business on the Record Date plus the number of shares which
                  the aggregate offering price of the total number of shares so
                  offered for subscription or purchase (or the aggregate
                  conversion price of the convertible securities so offered)
                  would purchase at such Current Market Price, and

                           (2)      the denominator of which shall be the
                  number of shares of Common Stock outstanding on the close of
                  business on the Record Date plus the total number of
                  additional shares of Common Stock so offered for subscription
                  or purchase (or into which the convertible securities so
                  offered are convertible).

         Such adjustment shall become effective immediately after the opening
         of business on the day following the Record Date fixed for
         determination of stockholders entitled to receive such rights or
         warrants. To the extent that shares of Common Stock (or securities
         convertible into Common Stock) are not delivered pursuant to such
         rights or warrants, upon the expiration or termination of such rights
         or warrants the Conversion Price shall be readjusted to the Conversion
         Price which would then be in effect had the adjustments made upon the
         issuance of such rights or warrants been made on the basis of the
         delivery of only the number of shares of Common Stock (or securities
         convertible into Common Stock) actually delivered. In the event that
         such rights or warrants are not so issued, the Conversion Price shall
         again be adjusted to be the Conversion Price which would then be in
         effect if such date fixed for the determination of stockholders
         entitled to receive such rights or warrants had not been fixed. In
         determining whether any rights or warrants entitle the holders to
         subscribe for or purchase shares of Common Stock at less than such
         Current Market Price, and in determining the aggregate offering price
         of such shares of Common Stock, there shall be taken into account any
         consideration received for such rights or warrants, the value of such
         consideration if other than cash, to be determined by the Board of
         Directors.

                  (d)      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 any dividends or
         distributions to which Section 10.04(a) applies) or evidences of its
         indebtedness, cash or other assets, including securities, but
         excluding (1) any rights or warrants referred to in Section 10.04(c),
         (2) any stock, securities or other property or assets (including cash)
         distributed in connection with a reclassification, change, merger,
         consolidation, statutory share exchange, combination, sale or
         conveyance to which Section 10.11 hereof applies and (3) dividends and
         distributions paid exclusively in cash (the securities described in
         foregoing clauses (1), (2) and (3) hereinafter in this Section
         10.04(d) called the "excluded securities"), then, in each such case,
         subject to the second succeeding paragraph of this Section 10.04(d),
         the Conversion Price shall be adjusted so that the same shall be equal
         to the price determined by multiplying the Conversion Price in effect
         immediately prior to the close of business on the Record Date (as
         defined in Section 10.04(g)) with respect to such distribution by a
         fraction:

                           (1)      the numerator of which shall be the Current
                  Market Price (determined as provided in Section 10.04(g)) on
                  such date less the fair market value (as determined by the
                  Board of Directors, whose determination shall be


                                      52
<PAGE>


                  conclusive and set forth in a Board Resolution) on such date
                  of the portion of the securities so distributed (other than
                  excluded securities) applicable to one share of Common Stock
                  (determined on the basis of the number of shares of the
                  Common Stock outstanding on the Record Date), and

                           (2)      the denominator of which shall be such
                  Current Market Price.

         Such reduction shall become effective immediately prior to the opening
         of business on the day following the Record Date. However, in the
         event that the then fair market value (as so determined) of the
         portion of the securities so distributed (other than excluded
         securities) applicable to one share of Common Stock is equal to or
         greater than the Current Market Price on the Record Date, in lieu of
         the foregoing adjustment, adequate provision shall be made so that
         each Holder shall have the right to receive upon conversion of a Note
         (or any portion thereof) the amount of securities so distributed
         (other than excluded securities) such Holder would have received had
         such Holder converted such Note (or portion thereof) immediately prior
         to such Record Date. In the event that such dividend or distribution
         is not so paid or made, the Conversion Price shall again be adjusted
         to be the Conversion Price which 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 10.04(d) by reference to
         the actual or when issued trading market for any securities comprising
         all or part of such distribution (other than excluded securities), it
         must in doing so consider the prices in such market over the same
         period (the "Reference Period") used in computing the Current Market
         Price pursuant to Section 10.04(g) to the extent possible, unless the
         Board of Directors in a Board Resolution determines in good faith that
         determining the fair market value during the Reference Period would
         not be in the best interest of the Holder.

                  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 10.04(d) (and no adjustment to the Conversion Price under this
         Section 10.04(d) will be required) until the occurrence of the
         earliest Trigger Event. If such right or warrant is subject to
         subsequent events, upon the occurrence of which such right or warrant
         shall become exercisable to purchase different securities, evidences
         of indebtedness or other assets or entitle the holder to purchase a
         different number or amount of the foregoing or to purchase any of the
         foregoing at a different purchase price, then the occurrence of each
         such event shall be deemed to be the date of issuance and record date
         with respect to a new right or


                                      53
<PAGE>


         warrant (and a termination or expiration of the existing right or
         warrant without exercise by the holder 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 resulted in an
         adjustment to the Conversion Price under this Section 10.04(d):

                           (1)      in the case of any such rights or warrants
                  which shall all have been redeemed or repurchased without
                  exercise by any holders thereof, the Conversion Price 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 of Common Stock with respect to such rights or warrant
                  (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 all
                  of which shall have expired or been terminated without
                  exercise, the Conversion Price shall be readjusted as if such
                  rights and warrants had never been issued.

                  For purposes of this Section 10.04(d) and Sections 10.04(a),
         10.04(b) and 10.04(c), any dividend or distribution to which this
         Section 10.04(d) is applicable that also includes shares of Common
         Stock, a subdivision or combination of Common Stock to which Section
         10.04(b) applies, or rights or warrants to subscribe for or purchase
         shares of Common Stock to which Section 12.04(c) applies (or any
         combination thereof), shall be deemed instead to be:

                           (1)      a dividend or distribution of the evidences
                  of indebtedness, assets, shares of capital stock, rights or
                  warrants other than such shares of Common Stock, such
                  subdivision or combination or such rights or warrants to
                  which Sections 10.04(a), 10.04(b) and 10.04(c) apply,
                  respectively (and any Conversion Price reduction required by
                  this Section 10.04(d) 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, such subdivision or combination or such
                  rights or warrants (and any further Conversion Price
                  reduction required by Sections 10.04(a), 10.04(b) and
                  10.04(c) 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 (x) "the
                           date fixed for the determination of stockholders
                           entitled to receive such dividend or other
                           distribution", "Record Date fixed for such
                           determinations" and "Record Date" within the meaning
                           of Section 10.04(a), (y) "the day upon which such
                           subdivision becomes effective" and "the day upon
                           which such combination becomes effective" within the
                           meaning of Section 10.04(b), and (z) as "the date
                           fixed for the determination of stockholders entitled
                           to receive such rights or warrants", "the Record
                           Date fixed for the determination of the stockholders
                           entitled


                                      54
<PAGE>


                           to receive such rights or warrants" and such "Record
                           Date" within the meaning of Section 10.04(c), and

                                    (B)      any shares of Common Stock
                           included in such dividend or distribution shall not
                           be deemed "outstanding at the close of business on
                           the date fixed for such determination" within the
                           meaning of Section 10.04(a) and any reduction or
                           increase in the number of shares of Common Stock
                           resulting from such subdivision or combination shall
                           be disregarded in connection with such dividend or
                           distribution.

                  (e)      In case the Company shall, by dividend or otherwise,
         distribute to all holders of its Common Stock cash (excluding any cash
         that is distributed upon a reclassification, change, merger,
         consolidation, statutory share exchange, combination, sale or
         conveyance to which Section 10.11 hereof applies or as part of a
         distribution referred to in Section 10.04(d) hereof), in an aggregate
         amount that, combined together with: (1) the aggregate amount of any
         other such distributions to all holders of Common Stock made
         exclusively in cash within the 12 months preceding the date of payment
         of such distribution, and in respect of which no adjustment pursuant
         to this Section 10.04(e) has been made, and (2) the aggregate of any
         cash plus the fair market value (as determined by the Board of
         Directors, whose determination shall be conclusive and set forth in a
         Board Resolution) of consideration payable in respect of any tender
         offer by the Company or any of its subsidiaries for all or any portion
         of the Common Stock concluded within the 12 months preceding the date
         of such distribution, and in respect of which no adjustment pursuant
         to Section 10.04(f) hereof has been made, exceeds 10% of the product
         of the Current Market Price (determined as provided in Section
         10.04(g)) on the Record Date with respect to such distribution times
         the number of shares of Common Stock outstanding on such date, then
         and in each such case, immediately after the close of business on such
         date, the Conversion Price shall be reduced so that the same shall
         equal the price determined by multiplying the Conversion Price in
         effect immediately prior to the close of business on such Record Date
         by a fraction:

                           (i)      the numerator of which shall be equal to
                  the Current Market Price on the Record Date less an amount
                  equal to the quotient of (x) the excess of such combined
                  amount over such 10% and (y) the number of shares of Common
                  Stock outstanding on the Record Date, and

                           (ii)     the denominator of which shall be equal to
                  the Current Market Price on such date.

         However, in the event that the then fair market value (as so
         determined) of the portion of the securities so distributed (other
         than excluded securities) applicable to one share of Common Stock is
         equal to or greater than the Current Market Price on the Record Date,
         in lieu of the foregoing adjustment, adequate provision shall be made
         so that each Holder shall have the right to receive upon conversion of
         a Note (or any portion thereof) the amount of cash such Holder would
         have received had such Holder converted such Note (or portion thereof)
         immediately prior to such Record Date. In the event that such dividend
         or distribution is not so paid or made, the Conversion Price shall
         again be


                                      55
<PAGE>


         adjusted to be the Conversion Price which would then be in effect if
         such dividend or distribution had not been declared.

                  (f)      In case a tender offer made by the Company or any of
         its subsidiaries for all or any portion of the Common Stock shall
         expire and such tender offer (as amended upon the expiration thereof)
         shall require the payment to stockholders (based on the acceptance (up
         to any maximum specified in the terms of the tender offer) of
         Purchased Shares (as defined below)) of an aggregate consideration
         having a fair market value (as determined by the Board of Directors,
         whose determination shall be conclusive and set forth in a Board
         Resolution) that combined together with:

                           (1)      the aggregate of the cash plus the fair
                  market value (as determined by the Board of Directors, whose
                  determination shall be conclusive and set forth in a Board
                  Resolution), as of the expiration of such tender offer, of
                  consideration payable in respect of any other tender offers,
                  by the Company or any of its subsidiaries for all or any
                  portion of the Common Stock expiring within the 12 months
                  preceding the expiration of such tender offer and in respect
                  of which no adjustment pursuant to this Section 10.04(f) has
                  been made, and

                           (2)      the aggregate amount of any distributions
                  to all holders of the Company's Common Stock made exclusively
                  in cash within 12 months preceding the expiration of such
                  tender offer and in respect of which no adjustment pursuant
                  to Section 10.04(e) has been made, exceeds 10% of the product
                  of the Current Market Price (determined as provided in
                  Section 10.04(g)) as of the last time (the "Expiration Time")
                  tenders could have been made pursuant to such tender offer
                  (as it may be amended) times the number of shares of Common
                  Stock outstanding (including any tendered shares) on the
                  Expiration Time, then, and in each such case, immediately
                  prior to the opening of business on the day after the date of
                  the Expiration Time, the Conversion Price shall be adjusted
                  so that the same shall equal the price determined by
                  multiplying the Conversion Price in effect immediately prior
                  to close of business on the date of the Expiration Time by a
                  fraction:

                                    (i)      the numerator of which shall be
                           the number of shares of Common Stock outstanding
                           (including any tendered shares) at the Expiration
                           Time multiplied by the Current Market Price of the
                           Common Stock on the Trading Day next succeeding the
                           Expiration Time, and

                                    (ii)     the denominator 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 offer)
                           of all shares validly tendered and not withdrawn as
                           of the Expiration Time (the shares deemed so
                           accepted, up to any such maximum, being referred to
                           as the "Purchased Shares") and (y) the product of
                           the number of shares of Common Stock outstanding
                           (less any Purchased Shares) on the Expiration Time
                           and the Current Market Price of


                                      56
<PAGE>


                           the Common Stock on the Trading Day next succeeding
                           the Expiration Time.

         Such reduction (if any) shall become effective immediately prior to
         the opening of business on the day following the Expiration Time. In
         the event that the Company is obligated to purchase shares pursuant to
         any such tender offer, but the Company is permanently prevented by
         applicable law from effecting any such purchases or all such purchases
         are rescinded, the Conversion Price shall again be adjusted to be the
         Conversion Price which would then be in effect if such tender offer
         had not been made. If the application of this Section 10.04(f) to any
         tender offer would result in an increase in the Conversion Price, no
         adjustment shall be made for such tender offer under this Section
         10.04(f).

                  (g)      For purposes of this Section 10.04, the following
         terms shall have the meanings indicated:

                           (1)      "Current Market Price" shall mean the
                  average of the daily Closing Prices per share of Common Stock
                  for the ten consecutive Trading Days immediately prior to the
                  date in question; provided, however, that if:

                                    (i)      the "ex" date (as hereinafter
                           defined) for any event (other than the issuance or
                           distribution requiring such computation) that
                           requires an adjustment to the Conversion Price
                           pursuant to Section 10.04(a), (b), (c), (d), (e) or
                           (f) occurs during such ten consecutive Trading Days,
                           the Closing Price for each Trading Day prior to the
                           "ex" date for such other event shall be adjusted by
                           multiplying such Closing Price by the same fraction
                           by which the Conversion Price is so required to be
                           adjusted as a result of such other event;

                                    (ii)     the "ex" date for any event (other
                           than the issuance or distribution requiring such
                           computation) that requires an adjustment to the
                           Conversion Price pursuant to Section 10.04(a), (b),
                           (c), (d), (e) or (f) occurs on or after the "ex"
                           date for the issuance or distribution requiring such
                           computation and prior to the day in question, the
                           Closing Price for each Trading Day on and after the
                           "ex" date for such other event shall be adjusted by
                           multiplying such Closing Price by the reciprocal of
                           the fraction by which the Conversion Price is so
                           required to be adjusted as a result of such other
                           event; and

                                    (iii)    the "ex" date for the issuance or
                           distribution requiring such computation is prior to
                           the day in question, after taking into account any
                           adjustment required pursuant to clause (i) or (ii)
                           of this proviso, the Closing Price for each Trading
                           Day on or after such "ex" date shall be adjusted by
                           adding thereto the amount of any cash and the fair
                           market value (as determined by the Board of
                           Directors in a manner consistent with any
                           determination of such value for purposes of Section
                           10.04(d) or (f), whose determination shall be
                           conclusive and set forth in a Board


                                      57
<PAGE>


                           Resolution) of the evidences of indebtedness, shares
                           of capital stock or assets being distributed
                           applicable to one share of Common Stock as of the
                           close of business on the day before such "ex" date.

         For purposes of any computation under Section 10.04(f), the Current
         Market Price of the Common Stock on any date shall be deemed to be the
         average of the daily Closing Prices per share of Common Stock for such
         day and the next two succeeding Trading Days; provided, however, that
         if the "ex" date for any event (other than the tender offer requiring
         such computation) that requires an adjustment to the Conversion Price
         pursuant to Section 10.04(a), (b), (c), (d), (e) or (f) occurs on or
         after the Expiration Time for the tender or exchange offer requiring
         such computation and prior to the day in question, the Closing Price
         for each Trading Day on and after the "ex" date for such other event
         shall be adjusted by multiplying such Closing Price by the reciprocal
         of the fraction by which the Conversion Price is so required to be
         adjusted as a result of such other event. For purposes of this
         paragraph, the term "ex" date, when used:

                           (A)      with respect to any issuance or
                  distribution, means the first date on which the Common Stock
                  trades regular way on the relevant exchange or in the
                  relevant market from which the Closing Price was obtained
                  without the right to receive such issuance or distribution;

                           (B)      with respect to any subdivision or
                  combination of shares of Common Stock, means the first date
                  on which the Common Stock trades regular way on such exchange
                  or in such market after the time at which such subdivision or
                  combination becomes effective, and

                           (C)      with respect to any tender or exchange
                  offer, means the first date on which the Common Stock trades
                  regular way on such exchange or in such market after the
                  Expiration Time of such offer.

         Notwithstanding the foregoing, whenever successive adjustments to the
         Conversion Price are called for pursuant to this Section 10.04, such
         adjustments shall be made to the Current Market Price as may be
         necessary or appropriate to effectuate the intent of this Section
         10.04 and to avoid unjust or inequitable results as determined in good
         faith by the Board of Directors.

                           (2)      "fair market value" shall mean the amount
                  which a willing buyer would pay a willing seller in an arm's
                  length transaction.

                           (3)      "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).


                                      58
<PAGE>


                  (h)      The Company may make such reductions in the
         Conversion Price, in addition to those required by Section 10.04(a),
         (b), (c), (d), (e) or (f), as the Board of Directors considers to be
         advisable to 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.

                  To the extent permitted by applicable law, the Company from
         time to time may reduce the Conversion Price by any amount for any
         period of time if the period is at least 20 days and the reduction is
         irrevocable during the period and the Board of Directors determines in
         good faith that such reduction would be in the best interests of the
         Company, which determination shall be conclusive and set forth in a
         Board Resolution. Whenever the Conversion Price is reduced pursuant to
         the preceding sentence, the Company shall mail to the Trustee and each
         Holder at the address of such Holder as it appears in the Register a
         notice of the reduction at least 15 days prior to the date the reduced
         Conversion Price takes effect, and such notice shall state the reduced
         Conversion Price and the period during which it will be in effect.

                  (i)      No adjustment in the Conversion Price shall be
         required unless such adjustment would require an increase or decrease
         of at least 1% in such price; provided, however, that any adjustments
         which by reason of this Section 10.04(i) are not required to be made
         shall be carried forward and taken into account in any subsequent
         adjustment. All calculations under this Article 10 shall be made by
         the Company and shall be made to the nearest cent or to the nearest
         one hundredth of a share, as the case may be. No adjustment need be
         made for a change in the par value or no par value of the Common
         Stock.

                  (j)      In any case in which this Section 10.04 provides
         that an adjustment shall become effective immediately after a Record
         Date for an event, the Company may defer until the occurrence of such
         event (i) issuing to the Holder of any Note converted after such
         Record Date and before the occurrence of such event the additional
         shares of Common Stock issuable upon such conversion by reason of the
         adjustment required by such event over and above the Common Stock
         issuable upon such conversion before giving effect to such adjustment
         and (ii) paying to such holder any amount in cash in lieu of any
         fraction pursuant to Section 10.03 hereof.

                  (k)      For purposes of this Section 10.04, 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 will not pay any dividend or
         make any distribution on shares of Common Stock held in the treasury
         of the Company.

                  (l)      If the distribution date for the rights provided in
         the Company's rights agreement, if any, occurs prior to the date a
         Note is converted, the Holder of the Note who converts such Note after
         the distribution date is not entitled to receive the rights that would
         otherwise be attached (but for the date of conversion) to the shares
         of Common Stock received upon such conversion; provided, however, that
         an adjustment shall be


                                      59
<PAGE>


         made to the Conversion Price pursuant to Section 10.04(b) as if the
         rights were being distributed to the common stockholders of the
         Company immediately prior to such conversion. If such an adjustment is
         made and the rights are later redeemed, invalidated or terminated,
         then a corresponding reversing adjustment shall be made to the
         Conversion Price, on an equitable basis, to take account of such
         event.

                  SECTION 10.05     Notice of Adjustments of Conversion Price.
Whenever the Conversion Price is adjusted as herein provided (other than in the
case of an adjustment pursuant to the second paragraph of Section 10.04(h) for
which the notice required by such paragraph has been provided), the Company
shall promptly file with the Trustee and any Conversion Agent other than the
Trustee an Officers' Certificate setting forth the adjusted Conversion Price
and showing in reasonable detail the facts upon which such adjustment is based.
Promptly after delivery of such Officers' Certificate, the Company shall
prepare a notice stating that the Conversion Price has been adjusted and
setting forth the adjusted Conversion Price and the date on which each
adjustment becomes effective, and shall mail such notice to each Holder at the
address of such Holder as it appears in the Register within 20 days of the
effective date of such adjustment. Failure to deliver such notice shall not
effect the legality or validity of any such adjustment.

                  SECTION 10.06     Notice Prior to Certain Actions. In case at
any time after the date hereof:

                  (1)      the Company shall declare a dividend (or any other
         distribution) on its Common Stock payable otherwise than in cash out
         of its capital surplus or its consolidated retained earnings;

                  (2)      the Company shall authorize the granting to the
         holders of its Common Stock of rights or warrants to subscribe for or
         purchase any shares of capital stock of any class (or of securities
         convertible into shares of capital stock of any class) or of any other
         rights;

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

                  (4)      there shall occur the voluntary or involuntary
         dissolution, liquidation or winding up of the Company;

the Company shall cause to be filed at each office or agency maintained for the
purpose of conversion of Notes pursuant to Section 4.03 hereof, and shall cause
to be provided to the Trustee and all Holders in accordance with Section 12.02
hereof, at least 20 days (or 10 days in any case specified in clause (1) or (2)
above) prior to the applicable record or effective date hereinafter specified,
a notice stating:


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<PAGE>


                                    (A)      the date on which a record is to
                           be taken for the purpose of such dividend,
                           distribution, 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, rights or warrants are to be
                           determined, or

                                    (B)      the date on which such
                           reclassification, merger, consolidation, statutory
                           share exchange, combination, sale, transfer,
                           conveyance, dissolution, liquidation or winding up
                           is expected to become effective, and the date as of
                           which it is expected that holders of Common Stock of
                           record shall be entitled to exchange their shares of
                           Common Stock for securities, cash or other property
                           deliverable upon such reclassification, merger,
                           consolidation, statutory share exchange, sale,
                           transfer, dissolution, liquidation or winding up.

                  Neither the failure to give such notice nor any defect
therein shall affect the legality or validity of the proceedings or actions
described in clauses (1) through (4) of this Section 10.06.

                  SECTION 10.07     Company to Reserve Common Stock. The
Company shall at all times use its best efforts to reserve and keep available,
free from preemptive rights, out of its authorized but unissued Common Stock,
for the purpose of effecting the conversion of Notes, the full number of shares
of fully paid and nonassessable Common Stock then issuable upon the conversion
of all Notes outstanding.

                  SECTION 10.08     Taxes on Conversions. Except as provided in
the next sentence, the Company will pay any and all taxes (other than taxes on
income) and duties that may be payable in respect of the issue or delivery of
shares of Common Stock on conversion of Notes pursuant hereto. A Holder
delivering a Note for conversion shall be liable for and will be required to
pay any tax or duty which may be payable in respect of any transfer involved in
the issue and delivery of shares of Common Stock in a name other than that of
the Holder of the Note or Notes to be converted, and no such issue or delivery
shall be made unless the Person requesting such issue has paid to the Company
the amount of any such tax or duty, or has established to the satisfaction of
the Company that such tax or duty has been paid.

                  SECTION 10.09     Covenant as to Common Stock. The Company
covenants that all shares of Common Stock which may be issued upon conversion
of Notes will upon issue be fully paid and nonassessable and, except as
provided in Section 10.08, the Company will pay all taxes, liens and charges
with respect to the issue thereof.

                  SECTION 10.10     Cancellation of Converted Notes. All Notes
delivered for conversion shall be delivered to the Trustee to be canceled by or
at the direction of the Trustee, which shall dispose of the same as provided in
Section 2.10.

                  SECTION 10.11     Effect of Reclassification, Consolidation,
Merger or Sale.  If any of following events occur, namely:


                                      61
<PAGE>


                  (1)      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 subdivision or combination),

                  (2)      any merger, consolidation, statutory share exchange
         or combination of the Company with another corporation 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

                  (3)      any sale or conveyance of the properties and assets
         of the Company as, or substantially as, an entirety to any other
         corporation 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,

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 TIA as in force at the date of execution of such supplemental
indenture if such supplemental indenture is then required to so comply)
providing that such Note shall be convertible into the kind and amount of
shares of stock and other securities or property or assets (including cash)
which such Holder would have been entitled to receive upon such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance had such Notes been converted into Common Stock
immediately prior to such reclassification, change, merger, consolidation,
statutory share exchange, combination, sale or conveyance assuming such holder
of Common Stock did not exercise its rights of election, if any, as to the kind
or amount of securities, cash or other property receivable upon such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance (provided that, if the kind or amount of
securities, cash or other property receivable upon such reclassification,
change, merger, consolidation, statutory share exchange, combination, sale or
conveyance is not the same for each share of Common Stock in respect of which
such rights of election shall not have been exercised ("Non-Electing Share"),
then for the purposes of this Section 10.11 the kind and amount of securities,
cash or other property receivable upon such reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or conveyance for
each Non-Electing Share shall be deemed to be the kind and amount so receivable
per share by a plurality of the Non-Electing Shares). 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 10. If, in
the case of any such reclassification, change, merger, consolidation, statutory
share exchange, combination, sale or conveyance, the stock or other securities
and assets receivable thereupon by a holder of shares of Common Stock 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, merger, consolidation, statutory share exchange,
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 practicable the provisions providing for the repurchase rights set
forth in Section 3.08 hereof.

                  The Company shall cause notice of the execution of such
supplemental indenture to be mailed to each Holder, at the address of such
Holder as it appears on the Register, within


                                      62
<PAGE>


20 days after execution thereof. Failure to deliver such notice shall not
affect the legality or validity of such supplemental indenture.

                  The above provisions of this Section 10.11 shall similarly
apply to successive reclassifications, mergers, consolidations, statutory share
exchanges, combinations, sales and conveyances.

                  If this Section 10.11 applies to any event or occurrence,
Section 10.04 hereof shall not apply.

                  SECTION 10.12     Responsibility of Trustee for Conversion
Provisions. The Trustee, subject to the provisions of Section 7.01 hereof, and
any Conversion Agent shall not at any time be under any duty or responsibility
to any Holder of Notes to determine whether any facts exist which may require
any adjustment of the Conversion Price, or with respect to the nature or intent
of any such adjustments when made, or with respect to the method employed, or
herein or in any supplemental indenture provided to be employed, in making the
same. Neither the Trustee, subject to the provisions of Section 7.01 hereof,
nor any Conversion Agent shall be accountable with respect to the validity or
value (of the kind or amount) of any Common Stock, or of any other securities
or property, which may at any time be issued or delivered upon the conversion
of any Note; and it or they do not make any representation with respect
thereto. Neither the Trustee, subject to the provisions of Section 7.01 hereof,
nor any Conversion Agent shall be responsible for any failure of the Company to
make any cash payment or to issue, transfer or deliver any shares of stock or
share certificates or other securities or property upon the surrender of any
Note for the purpose of conversion; and the Trustee, subject to the provisions
of Section 7.01 hereof, and any Conversion Agent shall not be responsible or
liable for any failure of the Company to comply with any of the covenants of
the Company contained in this Article.

                                  ARTICLE 11

                                 SUBORDINATION

                  SECTION 11.01     Agreement to Subordinate. The Company
agrees, and each Holder by accepting a Note agrees, that the Indebtedness,
interest and other obligations of any kind evidenced by the Notes and this
Indenture are subordinated in right of payment, to the extent and in the manner
provided in this Article 11, to the prior payment in full in cash or cash
equivalents of all Senior Indebtedness (whether outstanding on the date hereof
or hereafter created, incurred, assumed or guaranteed), and that the
subordination is for the benefit of the holders of Senior Indebtedness.

                  SECTION 11.02     Liquidation; Dissolution; Bankruptcy. In
the event of any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding
in connection therewith, relating to the Company or to its assets, or any
liquidation, dissolution or other winding-up of the Company, whether voluntary
or involuntary, or any assignment for the benefit of creditors or other
marshaling of assets or liabilities of the Company (except in connection with
the consolidation or merger of the Company or its liquidation or dissolution
following the conveyance, transfer or lease of its properties and assets
substantially as an entirety upon the terms and conditions described in


                                      63
<PAGE>


Article 5), the holders of Senior Indebtedness will be entitled to receive
payment in full of all Senior Indebtedness, or provision shall be made for such
payment in full, before the Noteholders will be entitled to receive any payment
or distribution of any kind or character (other than any payment or
distribution in the form of equity securities or subordinated securities of the
Company or any successor obligor that, in the case of any such subordinated
securities, are subordinated in right of payment to all Senior Indebtedness
that may at the time be outstanding to at least the same extent as the Notes
are so subordinated (such equity securities or subordinated securities
hereinafter being "Permitted Junior Securities")) on account of principal of,
or premium, if any, or additional interest, if any, or interest on the Notes;
and any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities (other than a payment or
distribution in the form of Permitted Junior Securities), by set-off or
otherwise, to which the Noteholders or the Trustee would be entitled but for
the provisions of this Article 11 shall be paid by the liquidating trustee or
agent or other person making such payment or distribution, whether a trustee in
bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
holders of Senior Indebtedness or their representative or representatives
ratably according to the aggregate amounts remaining unpaid on account of the
Senior Indebtedness to the extent necessary to make payment in full of all
Senior Indebtedness remaining unpaid, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness.

                  SECTION 11.03     Default on Designated Senior Indebtedness.
(a) No payment or distribution of any assets of the Company of any kind or
character, whether in cash, property or securities (other than Permitted Junior
Securities), may be made by or on behalf of the Company on account of principal
of, premium, if any, or interest on the Notes or on account of the purchase,
redemption or other acquisition of Notes upon the occurrence of any default in
payment (whether at Stated Maturity, upon scheduled installment, by
acceleration or otherwise) of principal of, premium, if any, or interest on
Designated Senior Indebtedness beyond any applicable grace period (a "Payment
Default") until such Payment Default shall have been cured or waived in writing
or shall have ceased to exist or such Designated Senior Indebtedness shall have
been discharged or paid in full in cash or cash equivalents.

                  (b)      No payment or distribution of any assets of the
Company of any kind or character, whether in cash, property or securities
(other than Permitted Junior Securities), may be made by or on behalf of the
Company on account of principal of, premium, if any, or interest on the Notes
or on account of the purchase, redemption or other acquisition of Notes for the
period specified below (a "Payment Blockage Period") upon the occurrence of any
default or event of default with respect to any Designated Senior Indebtedness
other than any Payment Default pursuant to which the maturity thereof may be
accelerated (a "Non-Payment Default") and receipt by the Trustee of written
notice thereof from the trustee or other representative of holders of
Designated Senior Indebtedness.

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


                                      64
<PAGE>


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

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

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

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

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

                  SECTION 11.04     Acceleration of Notes. 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.

                  SECTION 11.05     When Distribution Must Be Paid Over. In
the event that, notwithstanding the provisions of Sections 11.02 and 11.03, any
payment or distribution of any kind or character, whether in cash, property or
securities, shall be received by the Trustee or any Noteholder which is
prohibited by such provisions, then and in such event such payment shall be
held in trust for the benefit of, and shall be paid over and delivered by such
Trustee or Noteholder to, the trustee or any other representative of holders of
Senior Indebtedness, as their interest may appear, for application to Senior
Indebtedness remaining unpaid until all such Senior Indebtedness has been paid
in full in cash or cash equivalents after giving effect to any concurrent
distribution to or for the holders of Senior Indebtedness.

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform only such obligations on the part of the Trustee
as are specifically set forth in this Article 11, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness, and shall not be
liable to any such holders if the Trustee shall pay over or distribute to or on
behalf of Noteholders or the Company or any other Person money or assets to
which any holders of Senior Indebtedness shall be entitled by virtue of this
Article 11, except if such payment is made as a result of the willful
misconduct or gross negligence of the Trustee.

                  SECTION 11.06     Notice by the Company. The Company shall
promptly notify the Trustee and the Paying Agent of any facts known to the
Company that would cause a


                                      65
<PAGE>


payment of any obligations with respect to the Notes to violate this Article
11, but failure to give such notice shall not affect the subordination of the
Notes to the Senior Indebtedness as provided in this Article 11.

                  SECTION 11.07     Subrogation. After all Senior Indebtedness
is paid in full and until the Notes are paid in full, Noteholders shall be
subrogated (equally and ratably with all other Indebtedness that is equal in
right of payment to the Notes) to the rights of holders of Senior Indebtedness
to receive distributions applicable to Senior Indebtedness to the extent that
distributions otherwise payable to the Noteholders have been applied to the
payment of Senior Indebtedness. A distribution made under this Article 11 to
holders of Senior Indebtedness that otherwise would have been made to
Noteholders is not, as between the Company and Noteholders, a payment by the
Company of the Notes.

                  SECTION 11.08     Relative Rights. This Article 11 defines
the relative rights of Holders and holders of Senior Indebtedness. Nothing in
this Indenture shall: (i) impair, as between the Company and Holders, the
obligation of the Company, which is absolute and unconditional, to pay
principal of and interest on the Notes in accordance with their terms; (ii)
affect the relative rights of Holders and creditors of Holdings other than
their rights in relation to holders of Senior Indebtedness; or (iii) prevent
the Trustee or any Holder from exercising its available remedies upon a Default
or Event of Default, subject to the rights of holders and owners of Senior
Indebtedness to receive distributions and payments otherwise payable to Holders
of Notes. If the Company fails because of this Article 11 to pay principal of
or interest on a Note on the due date, the failure is still a Default or Event
of Default.

                  SECTION 11.09     Subordination May Not Be Impaired by the
Company. No right of any holder of Senior Indebtedness to enforce the
subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company or any Holder or by the failure of the
Company or any Holder to comply with this Indenture.

                  The Trustee and Holders agree that they will not challenge
the validity, enforceability or perfection of any Senior Indebtedness or the
liens, guarantees and security interests securing the same and that as between
the holders of the Senior Indebtedness on the one hand and the Trustee and
Holders on the other, the terms hereof shall govern even if all or part of the
Senior Indebtedness or such liens and security interests are voided,
disallowed, subordinated, set aside or otherwise invalidated in any judicial
proceeding or otherwise, regardless of the theory upon which such action is
premised.

                  Without in any way limiting the generality of this Section
11.09, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders, without
incurring responsibility to the Trustee or the Holders and without impairing or
releasing the subordination provided in this Article 11 or the obligations
hereunder of the Holders to the holders of Senior Indebtedness, do any one or
more of the following: (a) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior Indebtedness, the
Senior Credit Agreement or any instrument evidencing the same or any agreement
under which Senior Indebtedness is outstanding or secured; (b) sell, exchange,
release, foreclose against or otherwise deal with any property pledged,
mortgaged or otherwise securing Senior Indebtedness; (c) release any Person
liable in


                                      66
<PAGE>


any manner for the collection of Senior Indebtedness; and (d) exercise or
refrain from exercising any rights against the Company, and Subsidiary thereof
or any other Person.

                  SECTION 11.10     Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders of any
Senior Indebtedness, the distribution may be made and the notice given to their
representative.

                  Upon any payment or distribution of assets of the Company
referred to in this Article 11, the Trustee and the Holders of Notes shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such representative(s) or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders for the purpose of ascertaining the Persons entitled
to participate in such distribution, all holders of the Senior Indebtedness and
other Indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 11.

                  SECTION 11.11     Rights of Trustee and Paying Agent.
Notwithstanding the provisions of this Article 11 or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless a Responsible Officer of the Trustee
shall have received at its Corporate Trust Office at least three Business Days
prior to the date of such payment written notice of facts that would cause the
payment of any obligations with respect to the Notes to violate this Article
11. Only the Company or representative may give the notice. Nothing in this
Article 11 shall impair the claims of, or payments to, the Trustee under or
pursuant to Section 7.06.

                  The Trustee in its individual or any other capacity may hold
Senior Indebtedness with the same rights it would have if it were not Trustee.
Any Agent may do the same with like rights.

                                  ARTICLE 12

                                 MISCELLANEOUS

                  SECTION 12.01     Trust Indenture Act Controls. If any
provision of this Indenture limits, qualifies, or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
required provision shall control.

                  SECTION 12.02     Notices. Any request, demand,
authorization, notice, waiver, consent or communication shall be in writing and
delivered in person or mailed by first-class mail, postage prepaid, addressed
as follows or transmitted by facsimile transmission (confirmed by guaranteed
overnight courier) to the following facsimile numbers:


                                      67
<PAGE>


         if to the Company:

                  Province Healthcare Company
                  105 Westwood Place
                  Suite 400
                  Brentwood, Tennessee 37207

                  Telephone No.  (615) 370-1377
                  Facsimile No.  (615) 370-1259
                  Attention:  General Counsel

         if to the Trustee:

                  National City Bank
                  c/o National City Bank of Kentucky
                  101 South Fifth Street
                  Louisville, KY 40202
                  Attention: Corporate Trust

                  Telephone No.  (502) 581-5443
                  Facsimile No.  (502) 581-4198

                  The Company or the Trustee by notice given to the other in
the manner provided above may designate additional or different addresses for
subsequent notices or communications.

                  Any notice or communication given to a Noteholder shall be
mailed to the Noteholder, by first-class mail, postage prepaid, at the
Noteholder's address as it appears on the registration books of the Registrar
and shall be sufficiently given 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 received by the addressee.

                  If the Company mails a notice or communication to the
Noteholders, it shall mail a copy to the Trustee and each Registrar, Paying
Agent, Conversion Agent or co-registrar.

                  SECTION 12.03     Communication by Holders with Other
Holders. Noteholders may communicate pursuant to TIA Section 312(b) with other
Noteholders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar, the Paying Agent, the Conversion Agent and
anyone else shall have the protection of TIA Section 312(c).

                  SECTION 12.04     Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:


                                      68
<PAGE>


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

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

                  SECTION 12.05     Statements Required in Certificate or
Opinion. Each Officers' Certificate or Opinion of Counsel with respect to
compliance with a covenant or condition provided for in this Indenture shall
include:

                  (1)      a statement that each person making such Officers'
         Certificate or Opinion of Counsel has read such covenant or condition;

                  (2)      a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such Officers' Certificate or Opinion of Counsel are
         based;

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

                  (4)      a statement that, in the opinion of such person,
         such covenant or condition has been complied with.

                  SECTION 12.06     Separability Clause. In case any provision
in this Indenture or in the Notes shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

                  SECTION 12.07     Rules by Trustee, Paying Agent, Conversion
Agent and Registrar. The Trustee may make reasonable rules for action by or a
meeting of Noteholders. The Registrar, Conversion Agent and the Paying Agent
may make reasonable rules for their functions.

                  SECTION 12.08     Legal Holidays. A "Legal Holiday" is any
day other than a Business Day. If any specified date (including a date for
giving notice) is a Legal Holiday, the action shall be taken on the next
succeeding day that is not a Legal Holiday, and, if the action to be taken on
such date is a payment in respect of the Notes, no interest, if any, shall
accrue for the intervening period.

                  SECTION 12.09     GOVERNING LAW. THIS INDENTURE AND THE NOTES
WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.

                  SECTION 12.10     No Recourse Against Others. A director,
officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Notes or this Indenture
or for any claim based on, in respect of or by reason of such obligations or
their creation. By accepting a Note, each Noteholder shall waive and


                                      69
<PAGE>


release all such liability. The waiver and release shall be part of the
consideration for the issue of the Notes.

                  SECTION 12.11     Successors. All agreements of the Company
in this Indenture and the Notes shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

                  SECTION 12.12     Multiple Originals. The parties may sign
any number of copies of this Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement. One signed copy is
enough to prove this Indenture.


                                      70
<PAGE>


                  IN WITNESS WHEREOF, the undersigned, being duly authorized,
have executed this Indenture on behalf of the respective parties hereto as of
the date first above written.


                                    PROVINCE HEALTHCARE COMPANY



                                    By: /s/ Martin S. Rash
                                       ----------------------------------------
                                       Name: Martin S. Rash
                                       Title: Chief Executive Officer



                                    NATIONAL CITY BANK,
                                    as Trustee


                                    By: /s/ William R. Neumann
                                       ----------------------------------------
                                       Name: William R. Neumann, CCTS
                                       Title:   Vice President