<PAGE>
                                                                    Exhibit 4.10




                      FAIRCHILD SEMICONDUCTOR CORPORATION,
                                     Issuer


                  FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.,
                                    Guarantor


               FAIRCHILD SEMICONDUCTOR CORPORATION OF CALIFORNIA,
                                    Guarantor


                            QT OPTOELECTRONICS, INC.,
                                    Guarantor


                               QT OPTOELECTRONICS,
                                    Guarantor


                            KOTA MICROCIRCUITS, INC.,
                                    Guarantor


          5% Convertible Senior Subordinated Notes Due November 1, 2008


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


                                    INDENTURE


                          Dated as of October 31, 2001


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


                             THE BANK OF NEW YORK,
                                     Trustee
<PAGE>
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
                                                           TIA       Indenture
                                                          Section     Section
                                                          -------     -------
<S>                                                       <C>       <C>
310 (a) (1)...........................................                  8.10
    (a) (2)...........................................                  8.10
    (a) (3)...........................................                  N.A.
    (a) (4)...........................................                  N.A.
    (b)...............................................               8.08; 8.10
    (c)...............................................                  N.A.
311 (a)...............................................                  8.11
    (b)...............................................                  8.11
    (c)...............................................                  N.A.
312 (a)...............................................                  2.05
    (b)...............................................                  14.03
    (c)...............................................                  14.03
313 (a)...............................................                  8.06
    (b) (1)...........................................                  N.A.
    (b) (2)...........................................                  8.06
    (c)...............................................                  14.02
    (d)...............................................                  8.06
314 (a)...............................................                  4.02;
                                                                     4.03; 14.02
    (b)...............................................                  N.A.
    (c) (1)...........................................                  14.04
    (c) (2)...........................................                  14.04
    (c) (3)...........................................                  N.A.
    (d)...............................................                  N.A.
    (e)...............................................                  14.05
    (f)...............................................                  4.03
315 (a)...............................................                  8.01
    (b)...............................................               8.05; 14.02
    (c)...............................................                  8.01
    (d)...............................................                  8.01
    (e)...............................................                  7.11
316 (a) (last sentence)...............................                   14.06
    (a) (1) (A).......................................                  7.05
    (a) (1) (B).......................................                  7.04
    (a) (2)...........................................                  N.A.
    (b)...............................................                  7.07
317 (a) (1)...........................................                  7.08
    (a) (2)...........................................                  7.09
    (b)...............................................                  2.04
318 (a)...............................................                  14.01
</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 Incorporation by Reference....................     1

      SECTION 1.01.  Definitions.........................................     1
      SECTION 1.02.  Other Definitions...................................     9
      SECTION 1.03.  Incorporation by Reference of Trust
                       Indenture Act.....................................    10
      SECTION 1.04.  Rules of Construction...............................    11

ARTICLE 2  The Securities................................................    11

      SECTION 2.01.  (a)  Form and Dating................................    11
      SECTION 2.02.  Execution and Authentication........................    12
      SECTION 2.03.  Registrar, Paying Agent and Conversion Agent........    13
      SECTION 2.04.  Paying Agent to Hold Money in Trust.................    13
      SECTION 2.05.  Securityholder Lists................................    13
      SECTION 2.06.  Transfer and Exchange...............................    14
      SECTION 2.07.  Additional Transfer and Exchange Requirements.......    14
      SECTION 2.08.  CUSIP Numbers.......................................    20
      SECTION 2.09.  Replacement Securities..............................    20
      SECTION 2.10.  Outstanding Securities..............................    20
      SECTION 2.11.  Temporary Securities................................    21
      SECTION 2.12.  Cancellation........................................    21
      SECTION 2.13.  Defaulted Interest..................................    21

ARTICLE 3  Redemption....................................................    21

      SECTION 3.01.  Optional Redemption.................................    21
      SECTION 3.02.  Notices to Trustee..................................    22
      SECTION 3.03.  Selection of Securities To Be Redeemed..............    22
      SECTION 3.04.  Notice of Redemption................................    22
      SECTION 3.05.  Effect of Notice of Redemption......................    23
      SECTION 3.06.  Deposit of Redemption Price.........................    23
      SECTION 3.07.  Securities Redeemed in Part.........................    23

ARTICLE 4  Covenants.....................................................    24

      SECTION 4.01.  Payment of Securities...............................    24
      SECTION 4.02.  SEC Reports.........................................    24
      SECTION 4.03.  Compliance Certificates.............................    24
      SECTION 4.04.  Further Instruments and Acts........................    24
      SECTION 4.05.  Maintenance of Corporate Existence..................    25
      SECTION 4.06.  Payment of Additional Interest......................    25
      SECTION 4.07.  Future Guarantors...................................    25
</TABLE>


                                       i
<PAGE>
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
      SECTION 4.08.  Purchase of Securities at Option of the
                       Holder upon Change in Control.....................    25
      SECTION 4.09.  Effect of Change in Control Purchase Notice.........    28
      SECTION 4.10.  Deposit of Change in Control Purchase Price.........    28
      SECTION 4.11.  Securities Purchased in Part........................    29
      SECTION 4.12.  Compliance with Securities Laws upon
                       Purchase of Securities............................    29
      SECTION 4.13.  Repayment to the Company............................    29

ARTICLE 5  Conversion....................................................    29

      SECTION 5.01.  Conversion Privilege................................    29
      SECTION 5.02.  Conversion Procedure................................    30
      SECTION 5.03.  Fractional Shares...................................    31
      SECTION 5.04.  Taxes on Conversion.................................    31
      SECTION 5.05.  Parent To Provide Stock.............................    32
      SECTION 5.06.  Adjustment of Conversion Price......................    32
      SECTION 5.07.  No Adjustment.......................................    36
      SECTION 5.08.  Adjustment for Tax Purposes.........................    36
      SECTION 5.09.  Notice of Adjustment................................    36
      SECTION 5.10.  Notice of Certain Transactions......................    37
      SECTION 5.11.  Effect of Reclassification, Consolidation,
                       Merger or Sale on Conversion Privilege............    37
      SECTION 5.12.  Trustee's Disclaimer................................    38
      SECTION 5.13.  Voluntary Reduction.................................    38

ARTICLE 6  Successor Companies...........................................    38

      SECTION 6.01.  When the Company, Parent or a Subsidiary
                       Guarantor May Merge or Transfer Assets............    38

ARTICLE 7  Defaults and Remedies.........................................    39

      SECTION 7.01.  Events of Default...................................    39
      SECTION 7.02.  Acceleration........................................    41
      SECTION 7.03.  Other Remedies......................................    41
      SECTION 7.04.  Waiver of Past Defaults.............................    41
      SECTION 7.05.  Control by Majority.................................    41
      SECTION 7.06.  Limitation on Suits.................................    42
      SECTION 7.07.  Rights of Holders to Receive Payment................    42
      SECTION 7.08.  Collection Suit by Trustee..........................    42
      SECTION 7.09.  Trustee May File Proofs of Claim....................    42
      SECTION 7.10.  Priorities..........................................    43
      SECTION 7.11.  Undertaking for Costs...............................    43
      SECTION 7.12.  Waiver of Stay or Extension Laws....................    43
</TABLE>


                                       ii
<PAGE>
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE 8  Trustee.......................................................    43

      SECTION 8.01.  Duties of a Trustee.................................    43
      SECTION 8.02.  Rights of the Trustee...............................    45
      SECTION 8.03.  Individual Rights of Trustee........................    45
      SECTION 8.04.  Trustee's Disclaimer................................    45
      SECTION 8.05.  Notice of Defaults..................................    45
      SECTION 8.06.  Reports by Trustee to Holders.......................    46
      SECTION 8.07.  Compensation and Indemnity..........................    46
      SECTION 8.08.  Replacement of Trustee..............................    46
      SECTION 8.09.  Successor Trustee by Merger.........................    47
      SECTION 8.10.  Eligibility; Disqualification.......................    48
      SECTION 8.11.  Preferential Collection of Claims Against
                       Company...........................................    48

ARTICLE 9  Discharge of Indenture; Defeasance............................    48

      SECTION 9.01.  Satisfaction and Discharge of Indenture.............    48
      SECTION 9.02.  Application of Trust Money..........................    49
      SECTION 9.03.  Repayment to Company................................    49
      SECTION 9.04.  Reinstatement.......................................    49

ARTICLE 10  Amendments...................................................    50

      SECTION 10.01.  Without Consent of Holders.........................    50
      SECTION 10.02.  With Consent of Holders............................    50
      SECTION 10.03.  Compliance with Trust Indenture....................    51
      SECTION 10.04.  Revocation and Effect of Consents and
                       Waivers...........................................    51
      SECTION 10.05.  Notation on or Exchange of Securities..............    52
      SECTION 10.06.  Trustee to Sign Amendments.........................    52
      SECTION 10.07.  Payment for Consent................................    52

ARTICLE 11  Subordination................................................    52

      SECTION 11.01.  Agreement to Subordinate...........................    52
      SECTION 11.02.  Liquidation, Dissolution, Bankruptcy...............    53
      SECTION 11.03.  Default on Senior Indebtedness.....................    53
      SECTION 11.04.  Acceleration of Payment of Securities..............    55
      SECTION 11.05.  When Distribution Must Be Paid Over................    55
      SECTION 11.06.  Subrogation........................................    55
      SECTION 11.07.  Relative Rights....................................    55
      SECTION 11.08.  Subordination May Not Be Impaired by Company.......    55
      SECTION 11.09.  Rights of Trustee and Paying Agent.................    55
      SECTION 11.10.  Distribution or Notice to Representative...........    56
      SECTION 11.11.  Article 11 Not to Prevent Events of Default
                       or Limit Right to Accelerate......................    56
      SECTION 11.12.  Trust Moneys Not Subordinated......................    56
</TABLE>


                                      iii
<PAGE>
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
      SECTION 11.13.  Trustee Entitled to Rely...........................    56
      SECTION 11.14.  Trustee to Effectuate Subordination................    57
      SECTION 11.15.  Trustee Not Fiduciary for Holders of Senior
                       Indebtedness......................................    57
      SECTION 11.16.  Reliance by Holders of Senior Indebtedness
                       on Subordination Provisions.......................    57

ARTICLE 12  Guaranties...................................................    57

      SECTION 12.01.  Guaranties.........................................    57
      SECTION 12.02.  Limitation on Liability; Contribution..............    59
      SECTION 12.03.  Successors and Assigns.............................    59
      SECTION 12.04.  No Waiver..........................................    59
      SECTION 12.05.  Modification.......................................    59
      SECTION 12.06.  Release of Subsidiary Guarantor....................    60

ARTICLE 13  Subordination of Guaranties..................................    60

      SECTION 13.01.  Agreement to Subordinate...........................    60
      SECTION 13.02.  Liquidation, Dissolution, Bankruptcy...............    60
      SECTION 13.03.  Default on Senior Indebtedness of Guarantor........    61
      SECTION 13.04.  Demand for Payment.................................    61
      SECTION 13.05.  When Distribution Must Be Paid Over................    61
      SECTION 13.06.  Subrogation........................................    61
      SECTION 13.07.  Relative Rights....................................    62
      SECTION 13.08.  Subordination May Not Be Impaired by Company.......    62
      SECTION 13.09.  Rights of Trustee and Paying Agent.................    62
      SECTION 13.10.  Distribution or Notice to Representative...........    62
      SECTION 13.11.  Article 13 Not to Prevent Defaults Under a
                       Guaranty or Limit Right to Demand Payment.........    62
      SECTION 13.12.  Trustee Entitled to Rely...........................    63
      SECTION 13.13.  Trustee to Effectuate Subordination................    63
      SECTION 13.14.  Trustee Not Fiduciary for Holders of Senior
                       Indebtedness of Guarantor.........................    63
      SECTION 13.15.  Reliance by Holders of Senior Indebtedness
                       on Subordination Provisions.......................    63

ARTICLE 14  Miscellaneous................................................    64

      SECTION 14.01.  Trust Indenture Act Controls.......................    64
      SECTION 14.02.  Notices............................................    64
      SECTION 14.03.  Communication by Holders with Other Holders........    64
      SECTION 14.04.  Certificate and Opinion as to Conditions
                       Precedent.........................................    64
      SECTION 14.05.  Statements Required in Certificate or
                       Opinion...........................................    65
      SECTION 14.06.  When Securities Disregarded........................    65
      SECTION 14.07.  Rules by Trustee, Paying Agent and Registrar.......    65
</TABLE>


                                       iv
<PAGE>
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
      SECTION 14.08.  Legal Holidays.....................................    65
      SECTION 14.09.  Governing Law......................................    65
      SECTION 14.10.  No Recourse Against Others.........................    66
      SECTION 14.11.  Successors.........................................    66
      SECTION 14.12.  Multiple Originals.................................    66
      SECTION 14.13.  Table of Contents; Headings........................    66
</TABLE>


Exhibit A   Form of Security


                                       v
<PAGE>
                  INDENTURE dated as of October 31, 2001, among FAIRCHILD
            SEMICONDUCTOR CORPORATION, a Delaware corporation (the "Company"),
            FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC., ("Parent"), as
            Guarantor, FAIRCHILD SEMICONDUCTOR CORPORATION OF CALIFORNIA
            ("Fairchild California"), as Guarantor, QT OPTOELECTRONICS, INC.
            ("QT Inc."), as Guarantor, QT OPTOELECTRONICS ("QT"), as Guarantor,
            KOTA MICROCIRCUITS, INC., ("KOTA"), as guarantor, and THE BANK OF
            NEW YORK, a New York banking corporation (the "Trustee").

            Each party agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of the Holders of the Company's 5%
Convertible Senior Subordinated Notes Due November 1, 2008 (the "Securities"):

                                    ARTICLE 1

                   Definitions and Incorporation by Reference

            SECTION 1.01.  Definitions.

            "Additional Interest" has the meaning specified in Section 5(a) of
the Registration Rights Agreement. All references herein to interest accrued or
payable as of any date shall include any Additional Interest accrued or payable
as of such date as provided in the Registration Rights Agreement.

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

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

            "Attributable Debt" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the Securities, compounded annually) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).

            "Bank Indebtedness" means all Obligations pursuant to the Credit
Agreement.

            "Board of Directors" means the Board of Directors of the Company or
Parent, as the case may be, or any committee thereof duly authorized to act on
behalf of such Board.
<PAGE>
            "Business Day" means each day which is not a Legal Holiday.

            "Capital Lease Obligations" means an obligation that is required to
be classified and accounted for as a capital lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.

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

            "Certificated Security" means a Security that is in substantially
the form attached hereto as Exhibit A and that does not include the information
or the schedule called for by footnotes 1, 3 and 4 thereof.

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Common Stock" means the class A common stock of Parent, par value
$.01 per share, as it exists on the date of this Indenture and any shares of any
class or classes of capital stock of Parent resulting from any reclassification
or reclassifications thereof and which have no preference in respect of
dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding-up of Parent and which are not subject to
redemption by Parent; provided, however, that if at any time there shall be more
than one resulting class, the shares of each class then so issuable on
conversion of Securities shall be substantially in the proportion which the
total number of shares of such class resulting from all such reclassifications
bears to the total number of shares of all such classes resulting from such
reclassifications.

            "Company" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the TIA, each other obligor on
the indenture securities.

            "Credit Agreement" means the Credit Agreement dated as of June 6,
2000, among, the Company, Parent, the lenders referred to therein, Credit Suisse
First Boston, as Lead Arranger and Administrative Agent, Fleet National Bank, as
Syndication Agent, and ABN AMRO Bank NV, as Documentation Agent, together with
the related documents thereto (including without limitation the revolving loans
thereunder, any Guarantees and security documents), as amended, extended,
renewed, restated, supplemented or otherwise modified (in whole or in part, and
without limitation as to amount, terms, conditions, covenants and other
provisions) from time to time, and any agreement (and related document)
governing Indebtedness Incurred to refund or Refinance, in whole or in part, the
borrowings and commitments then outstanding or permitted to be outstanding under
such Credit Agreement or a successor Credit Agreement, whether by the same or
any other lender or group of lenders.


                                       2
<PAGE>
            "Currency Agreement" means in respect of a Person any foreign
exchange contract, currency swap agreement or other similar agreement to which
such Person is a party or beneficiary.

            "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) the Bank Indebtedness;
provided, however, that Bank Indebtedness outstanding under any Credit Agreement
that Refinanced in part, but not in whole, the previously outstanding Bank
Indebtedness shall only constitute Designated Senior Indebtedness if it meets
the requirements of succeeding clause (2); and (2) any other Senior Indebtedness
of the Company which, at the date of determination, has an aggregate principal
amount outstanding of, or under which, at the date of determination, the holders
thereof are committed to lend up to, at least $10.0 million and is specifically
designated by the Company in the instrument evidencing or governing such Senior
Indebtedness as "Designated Senior Indebtedness" for purposes of this Indenture.

            "Disqualified Stock" means, with respect to any Person, any Capital
Stock which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable) or upon the happening of any event
(1) matures or is mandatorily redeemable pursuant to a sinking fund obligation
or otherwise, (2) is convertible or exchangeable for Indebtedness or
Disqualified Stock or (3) is redeemable at the option of the holder thereof, in
whole or in part, in each case on or prior to the first anniversary of the
Stated Maturity of the Securities; provided, however, that any Capital Stock
that would not constitute Disqualified Stock but for provisions thereof giving
holders thereof the right to require such Person to repurchase or redeem such
Capital Stock upon the occurrence of an "asset sale" or "change of control"
occurring prior to the first anniversary of the Stated Maturity of the
Securities shall not constitute Disqualified Stock if the "asset sale" or
"change of control" provisions applicable to such Capital Stock are not more
favorable to the holders of such Capital Stock than the comparable provisions
contained in the Existing Indentures.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Existing Indenture" means any of the indentures governing the
Existing Notes.

            "Existing Notes" means the Company's 10y% Senior Subordinated Notes
Due March 15, 2007, the Company's 10y% Senior Subordinated Notes Due October 1,
2007 and the Company's 10-1/2% Senior Subordinated Notes Due February 1, 2009.

            "Fairchild California" means Fairchild Semiconductor Corporation
of California, a Delaware corporation.

            "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Reference Date, including those set
forth in (1) the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants, (2) statements and
pronouncements of the Financial Accounting Standards Board, (3) such other
statements by such other entity as approved by a significant segment of the
accounting profession and (4) the rules and regulations of the SEC governing the
inclusion of


                                       3
<PAGE>
financial statements (including pro forma financial statements) in periodic
reports required to be filed pursuant to Section 13 of the Exchange Act,
including opinions and pronouncements in staff accounting bulletins and similar
written statements from the accounting staff of the SEC. All ratios and
computations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP.

            "Global Security" means a permanent Global Security that is in
substantially the form attached hereto as Exhibit A and that includes the
information and schedule called for by footnotes 1, 3 and 4 thereof and which is
deposited with the Depositary or its custodian and registered in the name of the
Depositary or its nominee.

            "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and any obligation, direct or indirect, contingent or otherwise, of such Person
(1) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation of such Person (whether arising by
virtue of partnership arrangements, or by agreements to keepwell, to purchase
assets, goods, securities or services, to take-or-pay or to maintain financial
statement conditions or otherwise) or (2) entered into for the purpose of
assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); provided, however, that the term "Guarantee" shall not include
endorsements for collection or deposit in the ordinary course of business. The
term "Guarantee" used as a verb has a corresponding meaning.

            "Guarantor" means the Parent and each Subsidiary Guarantor.

            "Guaranty" means the Parent Guaranty or any Subsidiary Guaranty.

            "Guaranty Agreement" means a supplemental indenture, in a form
satisfactory to the Trustee, pursuant to which a successor to Parent, Fairchild
California, QT Inc., QT, KOTA or any Subsidiary Guarantor (other than Fairchild
California, QT Inc., QT or KOTA) becomes subject to the applicable terms and
conditions hereof.

            "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.

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

            "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Subsidiary at the time it becomes a Subsidiary. The term "Incurrence" when used
as a noun shall have a correlative meaning. The accretion of principal of a
non-interest bearing or other discount security shall not be deemed the
Incurrence of Indebtedness.


                                       4
<PAGE>
            "Indebtedness" means, with respect to any Person on any date of
determination (without duplication):

            (a) the principal of and premium (if any) in respect of (i)
      indebtedness of such Person for money borrowed and (ii) indebtedness
      evidenced by notes, debentures, bonds or other similar instruments for the
      payment of which such Person is responsible or liable;

            (b) all Capital Lease Obligations of such Person and all
      Attributable Debt in respect of Sale/Leaseback Transactions entered into
      by such Person;

            (c) all obligations of such Person issued or assumed as the deferred
      purchase price of property, all conditional sale obligations of such
      Person and all obligations of such Person under any title retention
      agreement (but excluding trade accounts payable arising in the ordinary
      course of business);

            (d) all obligations of such Person for the reimbursement of any
      obligor on any letter of credit, banker's acceptance or similar credit
      transaction (other than obligations with respect to letters of credit
      securing obligations (other than obligations described in clauses (a)
      through (c) above) entered into in the ordinary course of business of such
      Person to the extent such letters of credit are not drawn upon or, if and
      to the extent drawn upon, such drawing is reimbursed no later than the
      tenth Business Day following payment on the letter of credit);

            (e) the amount of all obligations of such Person with respect to the
      redemption, repayment or other repurchase of any Disqualified Stock or,
      with respect to any Subsidiary of such Person, the liquidation preference
      with respect to, any Preferred Stock (but excluding, in each case, any
      accrued dividends);

            (f) all obligations of the type referred to in clauses (a) through
      (e) of other Persons and all dividends of other Persons for the payment of
      which, in either case, such Person is responsible or liable, directly or
      indirectly, as obligor, guarantor or otherwise, including by means of any
      Guarantee;

            (g) all obligations of the type referred to in clauses (a) through
      (f) of other Persons secured by any Lien on any property or asset of such
      Person (whether or not such obligation is assumed by such Person), the
      amount of such obligation being deemed to be the lesser of the value of
      such property or assets or the amount of the obligation so secured; and

            (h) to the extent not otherwise included in this definition, Hedging
      Obligations of such Person.

The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date; provided, however, that
the amount outstanding at any time of any Indebtedness issued with original
issue discount shall be deemed to be the face amount of such Indebtedness less
the


                                       5
<PAGE>
remaining unamortized portion of the original issue discount of such
indebtedness at such time as determined in accordance with GAAP.

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

            "Interest Rate Agreement" means in respect of a Person any interest
rate swap agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect such Person against fluctuations in interest
rates.

            "Issue Date" means the date on which the Securities are originally
issued.

            "KOTA" means KOTA Microcircuits, Inc., a Colorado corporation.

            "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof).

            "Obligations" means with respect to any Indebtedness all obligations
for principal, premium, interest, penalties, fees, indemnifications,
reimbursements and other amounts payable pursuant to the documentation governing
such Indebtedness.

            "Officer" means the Chairman of the Board, the President, any Vice
President, the Treasurer, the corporate controller or the Secretary of the
Company or Parent, as the case may be.

            "Officers' Certificate" means a certificate signed by two Officers.

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

            "Parent" means Fairchild Semiconductor International, Inc., a
Delaware corporation and its successors.

            "Parent Guaranty" means the Guaranty by Parent of the Company's
obligations with respect to the Securities contained herein.

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

            "Preferred Stock", as applied to the Capital Stock of any Person,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends or distributions, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of Capital Stock of any other class of
such Person.


                                       6
<PAGE>
            "principal" of a Security means the principal of the Security plus
the premium, if any, payable on the Security which is due or overdue or is to
become due at the relevant time.

            "QT" means QT Optoelectronics, a California corporation.

            "QT Inc." means QT Optoelectronics, Inc., a Delaware corporation.

            "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange or replacement for, such indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

            "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of October 31, 2001, among the Company, Parent, the
Subsidiary Guarantors, Credit Suisse First Boston Corporation, Lehman
Brothers, Inc., CIBC World Markets Corp., Prudential Securities Incorporated
and Robertson Stephens, Inc., as initial purchasers.

            "Representative" means any trustee, agent or representative (if any)
for an issue of Senior Indebtedness; provided, however, that if and for so long
as any Senior Indebtedness lacks such a representative, then the Representative
for such Senior Indebtedness shall at all times be the holders of a majority in
outstanding principal amount of such Senior Indebtedness.

            "Restricted Certificated Security" means a Certificated Security
which is a Transfer Restricted Security.

            "Restricted Global Security" means a Global Security which is a
Transfer Restricted Security.

            "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired whereby the Company or a Subsidiary
(other than an Unrestricted Subsidiary under any of the Existing Indentures)
transfers such property to a Person and the Company or a Subsidiary (other than
an Unrestricted Subsidiary under any of the Existing Indentures) leases it from
such Person.

            "SEC" means the Securities and Exchange Commission.

            "Secured Indebtedness" means any Indebtedness secured by a Lien.

            "Securities" means the Securities issued under this Indenture.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Senior Indebtedness" of any Person means all (1) Bank Indebtedness
of or guaranteed by such Person, whether outstanding on the Issue Date or
thereafter Incurred, and (2) Indebtedness of such Person, whether outstanding on
the Issue Date or thereafter Incurred, including interest thereon, in respect of
(A) Indebtedness for money borrowed, (B) Indebtedness evidenced by notes,
debentures, bonds or other similar instruments for the payment of which such
Person is responsible or liable and (C) Hedging Obligations, unless, in the case
of (1) and


                                       7
<PAGE>
(2), in the instrument creating or evidencing the same or pursuant to which the
same is outstanding, it is provided that such obligations are subordinate in
right of payment to the obligations under the Securities; provided, however,
that Senior Indebtedness shall not include (i) any obligation of such Person to
any subsidiary of such Person, (ii) any liability for Federal, state, local or
other taxes owed or owing by such Person, (iii) any accounts payable or other
liability to trade creditors arising in the ordinary course of business
(including guarantees thereof or instruments evidencing such liabilities) and
(iv) any Indebtedness of such Person (and any accrued and unpaid interest in
respect thereof) which is subordinate or junior by its terms to any other
Indebtedness or other obligation of such Person (including, in the case of the
Company, the Securities and the Existing Notes).

            "Senior Subordinated Indebtedness" means (1) with respect to the
Company, the Securities, the Existing Notes and any other Indebtedness of the
Company that specifically provides that such Indebtedness is to rank pari passu
with the Securities in right of payment and is not subordinated by its terms in
right of payment to any Indebtedness or other obligation of the Company which is
not Senior Indebtedness of the Company and (2) with respect to the Parent or a
Subsidiary Guarantor, their respective Guarantees of the Securities and the
Existing Notes and any other indebtedness of such Person that specifically
provides that such Indebtedness ranks pari passu with such Guarantee in respect
of payment and is not subordinated by its terms in respect of payment to any
Indebtedness or other obligation of such Person which is not Senior Indebtedness
of such Person.

            "Significant Subsidiary" means any Subsidiary that would be a
"Significant Subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC.

            "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).

            "Subsidiary" means, in respect of any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by (1) such Person,
(2) such Person and one or more Subsidiaries of such Person or (3) one or more
Subsidiaries of such Person.

            "Subsidiary Guarantor" means Fairchild California, QT Inc., QT, KOTA
and any other subsidiary of the Company that guarantees the Company's
obligations with respect to the Securities.

            "Subsidiary Guaranty" means a Guarantee by a Subsidiary Guarantor of
the Company's obligations with respect to the Securities.


                                       8
<PAGE>
            "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.Sections
77aaa77bbbb) as in effect on the date of this Indenture.

            "Trading Day" means, with respect to any security, each Monday,
Tuesday, Wednesday, Thursday and Friday, other than any day on which securities
are not generally traded on the principal exchange or market in which such
security is traded.

            "Trustee" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor.

            "Trust Officer" means the Chairman of the Board, the President or
any other officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

            "Uniform Commercial Code" means the New York Uniform Commercial Code
as in effect from time to time.

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

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

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

            SECTION 1.02.  Other Definitions.

<TABLE>
<CAPTION>
                            Term                             Defined in
                            ----                              Section
                                                              -------
<S>                                                         <C>
"Agent Members"..........................................     2.01(c)
"Bankruptcy Law".........................................     7.01
"Blockage Notice"........................................    11.03
"Change in Control"......................................     4.08(a)
"Change in Control Purchase Date"........................     4.08(a)
"Change in Control Purchase Notice"......................     4.08(c)
"Change in Control Purchase Price".......................     4.08(a)
"Closing Price"..........................................     5.06(f)
"Conversion Agent".......................................     2.03
"Conversion Date"........................................     5.02
"Conversion Price".......................................     5.06
"Current Market Price Per Share".........................     5.06(f)
"Defaulted Interest".....................................     2.09
"Depositary".............................................     2.01(b)
"Determination Date".....................................     5.06(d)
</TABLE>


                                       9
<PAGE>
<TABLE>
<S>                                                         <C>
"DTC"....................................................     2.01(b)
"Expiration Date"........................................     5.06(e)
"Expiration Time"........................................     5.06(e)
"Event of Default".......................................     7.01
"Indenture Obligations"..................................    12.01
"Legal Holiday"..........................................    14.08
"NNM"....................................................     5.06(f)
"NYSE"...................................................     5.06(f)
"Optional Redemption"....................................     3.01
"Optional Redemption Date"...............................     3.01
"Optional Redemption Price"..............................     3.01
"pay its Guaranty".......................................    13.03
"pay the Securities".....................................    11.03
"Paying Agent"...........................................     2.03
"Payment Blockage Period"................................    11.03
"Payment Default"........................................    11.03
"Purchase Agreement".....................................     2.01(a)
"Purchased Shares".......................................     5.06(e)
"QIB"....................................................     2.07(b)(y)(2)
"Registrar"..............................................     2.03
"Regulation S"...........................................     2.01(b)
"Rule 144A"..............................................     2.01(b)
"Successor Person".......................................     6.01
"Transfer Certificate"...................................     2.07(f)(1)
"Transfer Restricted Security"...........................     2.07(f)(1)
"Triggering Distribution"................................     5.06(d)
"Unissued Shares"........................................     4.08(a)
</TABLE>

            SECTION 1.03. Incorporation by Reference of Trust Indenture Act.
This Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

            "Commission" means the SEC;

            "indenture securities" means the Securities and each Guaranty;

            "indenture security holder" means a Securityholder;

            "indenture to be qualified" means this Indenture;

            "indenture trustee" or "institutional trustee" means the Trustee;
and

            "obligor" on the indenture securities means the Company, each
Guarantor and any other obligor on the indenture securities.

            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.


                                       10
<PAGE>
            SECTION 1.04. Rules of Construction. Unless the context otherwise
requires:

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

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

            (3) "or" is not exclusive;

            (4) "including" means including without limitation;

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

            (6) unsecured Indebtedness shall not be deemed to be subordinate or
      junior to Secured Indebtedness merely by virtue of its nature as unsecured
      Indebtedness;

            (7) the principal amount of any non-interest bearing or other
      discount security at any date shall be the principal amount thereof that
      would be shown on a balance sheet of the issuer dated such date prepared
      in accordance with GAAP; and

            (8) all references to any amount of interest or any other amount
      payable on or with respect to any of the Securities shall be deemed to
      include payment of any Additional Interest pursuant to the Registration
      Rights Agreement (as defined in the Appendix).

                                    ARTICLE 2

                                 The Securities

            SECTION 2.01. (a) Form and Dating. The Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit A
which is hereby incorporated in and expressly made a part of this Indenture. The
Securities may have notations, legends or endorsements required by law, stock
exchange rule, agreements to which the Company is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable
to the Company). The Securities are being offered and sold by the Company
pursuant to a Purchase Agreement dated October 26, 2001 (the "Purchase
Agreement"), among the Company, Parent, the Subsidiary Guarantors, Credit Suisse
First Boston Corporation, Lehman Brothers Inc., CIBC World Markets Corp.,
Prudential Securities Incorporated and Robertson Stephens, Inc. Each Security
shall be dated the date of its authentication. The terms of the Securities set
forth in the Exhibit A are part of the terms of this Indenture.

            (b) Restricted Global Securities. All of the Securities are
initially being offered and sold in reliance on Rule 144A ("Rule 144A") or in
reliance on Regulation S under the Securities Act ("Regulation S") and shall be
issued initially in the form of one or more


                                       11
<PAGE>
Restricted Global Securities, which shall be deposited on behalf of the
purchasers of the Securities represented thereby with the Trustee, at its
Corporate Trust Office, as custodian for the depositary, The Depository Trust
Company ("DTC") (such depositary, or any successor thereto, being hereinafter
referred to as the "Depositary"), and registered in the name of its nominee,
Cede & Co., duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the Restricted Global
Security may from time to time be increased or decreased by adjustments made on
the records of the Securities Custodian as hereinafter provided, subject in each
case to compliance with the Applicable Procedures.

            (c) Global Securities in General. Each Global Security shall
represent such of the outstanding Securities as shall be specified therein and
each shall provide that it shall represent the aggregate amount of outstanding
Securities from time to time endorsed thereon and that the aggregate amount of
outstanding Securities represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges, redemptions, purchases or
conversions of such Securities. Any endorsement of a Global Security to reflect
the amount of any increase or decrease in the amount of outstanding Securities
represented thereby shall be made by the Securities Custodian in accordance with
the standing instructions and procedures existing between the Depositary and the
Securities Custodian.

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

            SECTION 2.02. Execution and Authentication. Two Officers of the
Company shall sign the Securities for the Company by manual or facsimile
signature. The Company's seal shall be impressed, affixed, imprinted or
reproduced on the Securities and may be in facsimile form.

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

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

            On the Issue Date, the Trustee shall authenticate and deliver $200
million of 5% Convertible Senior Subordinated Notes Due November 1, 2008, which
will be represented by a Restricted Global Security. The aggregate principal
amount of Securities outstanding at any time may not exceed $200,000,000, except
as provided in Section 2.09.


                                       12
<PAGE>
            The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities. Unless limited by the
terms of such appointment, an authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Registrar, Paying Agent or agent
for service of notices and demands.

            SECTION 2.03. Registrar, Paying Agent and Conversion Agent. The
Company shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange (the "Registrar"), an office or agency
where Securities may be presented for payment (the "Paying Agent") and one or
more offices or agencies where securities may be presented for conversion (each,
a "Conversion Agent"). The Registrar shall keep a register of the Securities and
of their transfer and exchange. The Company may have one or more co-registrars
and one or more additional paying agents. The term "Paying Agent" includes any
additional paying agent.

            The Company shall enter into an appropriate agency agreement with
any Registrar, co-registrar, Paying Agent or Conversion Agent not a party to
this Indenture, which shall incorporate the terms of the TIA. 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 and shall be entitled to appropriate compensation
therefor pursuant to Section 8.07. The Company or any of its domestically
incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar,
co-registrar, transfer agent or Conversion Agent.

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

            SECTION 2.04. Paying Agent to Hold Money in Trust. Prior to each due
date of the principal and interest on any Security, the Company shall deposit
with the Paying Agent a sum sufficient to pay such principal and interest 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 Securityholders or the Trustee all money held by the Paying Agent for
the payment of principal of or interest on the Securities and shall notify the
Trustee of any default by the Company in making any such payment, and while any
such default continues, the Trustee may require the Paying Agent to pay all
money held by it to the Trustee. If the Company or a Subsidiary acts as Paying
Agent, it shall segregate the money 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 held by it to the Trustee and to account for any funds disbursed by
the Paying Agent. Upon complying with this Section, the Paying Agent shall have
no further liability for the money delivered to the Trustee.

            SECTION 2.05. Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee, in writing at least five
Business Days before each interest payment date and at such other times as


                                       13
<PAGE>
the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of
Securityholders.

            SECTION 2.06. Transfer and Exchange. The Securities shall be issued
in registered form and shall be transferable only upon the surrender of a
Security for registration of transfer. When a Security is presented to the
Registrar or a co-registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if the requirements of Section 8-401(1)
of the Uniform Commercial Code are met. When Securities are presented to the
Registrar or a co-registrar with a request to exchange them for an equal
principal amount of Securities of other denominations, the Registrar shall make
the exchange as requested if the same requirements are met. To permit
registration of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Securities at the Registrar's or co-registrar's
request. The Company may require payment of a sum sufficient to pay all taxes,
assessments or other governmental charges in connection with any transfer or
exchange pursuant to this Section. The Company shall not be required to make and
the Registrar need not register transfers or exchanges of Securities selected
for redemption (except, in the case of Securities to be redeemed in part, the
portion thereof not to be redeemed) or any Securities for a period of 15 days
before a selection of Securities to be redeemed or 15 days before an interest
payment date.

            Prior to the due presentation for registration of transfer of any
Security, the Company, the Trustee, the Paying Agent, the Registrar or any
co-registrar may deem and treat the person in whose name a Security is
registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and (subject to the provisions of the Securities with
respect to record dates) interest on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and none of the Company,
the Trustee, the Paying Agent, the Registrar or any co-registrar shall be
affected by notice to the contrary.

            All Securities issued upon any transfer or exchange pursuant to the
terms of this Indenture will evidence the same debt and will be entitled to the
same benefits under this Indenture as the Securities surrendered upon such
transfer or exchange.

            SECTION 2.07.  Additional Transfer and Exchange Requirements.

            (a) Transfer and Exchange of Global Securities.

                  (1) Certificated Securities shall be issued in exchange for
interests in the Global Securities only if (x) the Depositary notifies the
Company that it is unwilling or unable to continue as depositary for the Global
Securities or if it at any time ceases to be a "clearing agency" registered
under the Exchange Act, if so required by applicable law or regulation and a
successor depositary is not appointed by the Company within 90 days, (y) an
Event of Default has occurred and is continuing or (z) the Company, in its sole
discretion, notifies to Trustee in writing that it elects to cause the issuance
of certificated Securities Indenture. In any such case, the Company shall
execute, and the Trustee shall, upon receipt of an order from the Company (which
the Company agrees to deliver promptly), authenticate and deliver Certificated
Securities in an aggregate principal amount equal to the principal amount of
such Global Securities in exchange therefor. Only Restricted Certificated
Securities shall be issued in exchange for beneficial interests in Restricted
Global Securities, and only Unrestricted


                                       14
<PAGE>
Certificated Securities shall be issued in exchange for beneficial interests in
Unrestricted Global Securities. Certificated Securities issued in exchange for
beneficial interests in Global Securities shall be registered in such names and
shall be in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver or cause to be delivered such
Certificated Securities to the persons in whose names such Securities are so
registered. Such exchange shall be effected in accordance with the Applicable
Procedures.

                  (2) Notwithstanding any other provisions of this Indenture
other than the provisions set forth in Section 2.07(a)(1), a Global Security may
not be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

            (b) Transfer and Exchange of Certificated Securities. In the event
that Certificated Securities are issued in exchange for beneficial interests in
Global Securities in accordance with Section 2.07(a)(1) of this Indenture, on or
after such event when Certificated Securities are presented by a Holder to a
Registrar with a request:

                  (x) to register the transfer of the Certificated
      Securities to a person who will take delivery thereof in the form of
      Certificated Securities only; or

                  (y) to exchange such Certificated Securities for an equal
      principal amount of Certificated Securities of other authorized
      denominations, such Registrar shall register the transfer or make the
      exchange as requested;

provided, however, that the Certificated Securities presented or surrendered for
register of transfer or exchange:

                  (1) shall be duly endorsed or accompanied by an assignment
      form and, if applicable, a transfer certificate each in the form included
      in Exhibit A, and in a form satisfactory to the Registrar duly executed by
      the Holder thereof or its attorney duly authorized in writing; and

                  (2) in the case of a Restricted Certificated Security, such
      request shall be accompanied by the following additional information and
      documents, as applicable:

                        (i) if such Restricted Certificated Security is being
            delivered to the Registrar by a Holder for registration in the name
            of such Holder, without transfer, or such Restricted Certificated
            Security is being transferred to the Company or a Subsidiary of the
            Company, a certification to that effect from such Holder (in
            substantially the form set forth in the Transfer Certificate);

                        (ii) if such Restricted Certificated Security is being
            transferred to a person the Holder reasonably believes is a
            qualified institutional buyer as defined in Rule 144A ("QIB") in
            accordance with Rule 144A or pursuant to an effective registration
            statement under the Securities Act, a certification to that


                                       15
<PAGE>
            effect from such Holder (in substantially the form set forth in the
            Transfer Certificate); or

                        (iii) if such Restricted Certificated Security is being
            transferred (x) pursuant to an exemption from the registration
            requirements of the Securities Act in accordance with Rule 144, (y)
            outside the United States in an offshore transaction within the
            meaning of Regulation S under the Securities Act in compliance with
            Rule 904 under the Securities Act or (z) (A) pursuant to an
            exemption from the registration requirements of the Securities Act
            (other than pursuant to Rule 144A, Rule 144 or Rule 904), and (B) as
            a result, such Security shall cease to be a "restricted security"
            within the meaning of Rule 144, a certification to that effect from
            the Holder (in substantially the form set forth in the Transfer
            Certificate) and, if the Company or such Registrar so requests, an
            Opinion of Counsel, certificates and other information reasonably
            acceptable to the Company and such Registrar to the effect that such
            transfer is in compliance with the registration requirements of the
            Securities Act.

            (c) Transfer of a Beneficial Interest in a Restricted Global
Security for a Beneficial Interest in an Unrestricted Global Security. Any
person having a beneficial interest in a Restricted Global Security may upon
request, subject to the Applicable Procedures, transfer such beneficial interest
to a person who is required or permitted to take delivery thereof in the form of
an Unrestricted Global Security. Upon receipt by the Trustee of written
instructions, or such other form of instructions as is customary for the
Depositary, from the Depositary or its nominee on behalf of any person having a
beneficial interest in a Restricted Global Security and the following additional
information and documents in such form as is customary for the Depositary from
the Depositary or its nominee on behalf of the person having such beneficial
interest in the Restricted Global Security (all of which may be submitted by
facsimile or electronically):

                  (1) if such beneficial interest is being transferred pursuant
      to an effective registration statement under the Securities Act, a
      certification to that effect from the transferor (in substantially the
      form set forth in the Transfer Certificate); or

                  (2) if such beneficial interest is being transferred (i)
      pursuant to an exemption from the registration requirements of the
      Securities Act in accordance with Rule 144, (ii) outside the United States
      in an offshore transaction within the meaning of Regulation S under the
      Securities Act in compliance with Rule 904 under the Securities Act or
      (iii) (A) pursuant to an exemption from the registration requirements of
      the Securities Act (other than pursuant to Rule 144A, Rule 144 or Rule
      904) and (B) as a result, such Security shall cease to be a "restricted
      security" within the meaning of Rule 144, a certification to that effect
      from the transferor (in substantially the form set forth in the Transfer
      Certificate) and, if the Company or the Trustee so requests, an Opinion of
      Counsel, certificates and other information reasonably acceptable to the
      Company and the Trustee to the effect that such transfer is in compliance
      with the registration requirements of the Securities Act, the Trustee, as
      a Registrar and Securities Custodian, shall reduce or cause to be reduced
      the aggregate principal amount of the Restricted Global Security by the
      appropriate principal amount and shall increase or


                                       16
<PAGE>
      cause to be increased the aggregate principal amount of the Unrestricted
      Global Security by a like principal amount. Such transfer shall otherwise
      be effected in accordance with the Applicable Procedures. If no
      Unrestricted Global Security is then outstanding, the Company shall
      execute and the Trustee shall, upon receipt of a Company Order (which the
      Company agrees to deliver promptly), authenticate and deliver an
      Unrestricted Global Security.

            (d) Transfer of a Beneficial Interest in an Unrestricted Global
Security for a Beneficial Interest in a Restricted Global Security. Any person
having a beneficial interest in an Unrestricted Global Security may upon
request, subject to the Applicable Procedures, transfer such beneficial interest
to a person who is required or permitted to take delivery thereof in the form of
a Restricted Global Security (it being understood that only QIBs may own
beneficial interests in Restricted Global Securities). Upon receipt by the
Trustee of written instructions or such other form of instructions as is
customary for the Depositary, from the Depositary or its nominee, on behalf of
any person having a beneficial interest in an Unrestricted Global Security and,
in such form as is customary for the Depositary, from the Depositary or its
nominee on behalf of the person having such beneficial interest in the
Unrestricted Global Security (all of which may be submitted by facsimile or
electronically) a certification from the transferor (in substantially the form
set forth in the Transfer Certificate) to the effect that such beneficial
interest is being transferred to a person that the transferor reasonably
believes is a QIB in accordance with Rule 144A. The Trustee, as a Registrar and
Securities Custodian, shall reduce or cause to be reduced the aggregate
principal amount of the Unrestricted Global Security by the appropriate
principal amount and shall increase or cause to be increased the aggregate
principal amount of the Restricted Global Security by a like principal amount.
Such transfer shall otherwise be effected in accordance with the Applicable
Procedures. If no Restricted Global Security is then outstanding, the Company
shall execute and the Trustee shall, upon receipt of a Company Order (which the
Company agrees to deliver promptly), authenticate and deliver a Restricted
Global Security.

            (e) Transfers of Certificated Securities for Beneficial Interest in
Global Securities. In the event that Certificated Securities are issued in
exchange for beneficial interests in Global Securities and, thereafter, the
events or conditions specified in Section 2.07(a)(1) which required such
exchange shall cease to exist, the Company shall mail notice to the Trustee and
to the Holders stating that Holders may exchange Certificated Securities for
interests in Global Securities by complying with the procedures set forth in
this Indenture and briefly describing such procedures and the events or
circumstances requiring that such notice be given. Thereafter, if Certificated
Securities are presented by a Holder to a Registrar with a request:

                  (x) to register the transfer of such Certificated Securities
      to a person who will take delivery thereof in the form of a beneficial
      interest in a Global Security, which request shall specify whether such
      Global Security will be a Restricted Global Security or an Unrestricted
      Global Security; or

                  (y) to exchange such Certificated Securities for an equal
      principal amount of beneficial interests in a Global Security, which
      beneficial interests will be owned by the Holder transferring such
      Certificated Securities (provided that in the case of such an exchange,
      Restricted Certificated Securities may be exchanged only for Restricted
      Global Securities and Unrestricted Certificated Securities may be
      exchanged only for


                                       17
<PAGE>
      Unrestricted Global Securities), the Registrar shall register the transfer
      or make the exchange as requested by canceling such Certificated Security
      and causing, or directing the Securities Custodian to cause, the aggregate
      principal amount of the applicable Global Security to be increased
      accordingly and, if no such Global Security is then outstanding, the
      Company shall issue and the Trustee shall authenticate and deliver a new
      Global Security;

provided, however, that the Certificated Securities presented or surrendered for
registration of transfer or exchange:

                  (1) shall be duly endorsed or accompanied by a written
      instrument of transfer in accordance with the provisions of Section
      2.07(b)(y)(1);

                  (2) in the case of a Restricted Certificated Security to be
      transferred for a beneficial interest in an Unrestricted Global Security,
      such request shall be accompanied by the following additional information
      and documents, as applicable:

                        (i) if such Restricted Certificated Security is being
            transferred pursuant to an effective registration statement under
            the Securities Act, a certification to that effect from such Holder
            (in substantially the form set forth in the Transfer Certificate);
            or

                        (ii) if such Restricted Certificated Security is being
            transferred (x) pursuant to an exemption from the registration
            requirements of the Securities Act in accordance with Rule 144, (y)
            outside the United States in an offshore transaction within the
            meaning of Regulation S under the Securities Act in compliance with
            Rule 904 under the Securities Act or (z) (A) pursuant to an
            exemption from the registration requirements of the Securities Act
            (other than pursuant to Rule 144A, Rule 144 or Rule 904) and (B) as
            a result, such Security shall cease to be a "restricted security"
            within the meaning of Rule 144, a certification to that effect from
            such Holder (in substantially the form set forth in the Transfer
            Certificate), and, if the Company or the Registrar so requests, an
            Opinion of Counsel, certificates and other information reasonably
            acceptable to the Company and the Trustee to the effect that such
            transfer is in compliance with the registration requirements of the
            Securities Act;

                  (3) in the case of a Restricted Certificated Security to be
      transferred or exchanged for a beneficial interest in a Restricted Global
      Security, such request shall be accompanied by a certification from such
      Holder (in substantially the form set forth in the Transfer Certificate)
      to the effect that such Restricted Certificated Security is being
      transferred to a person the Holder reasonably believes is a QIB (which, in
      the case of an exchange, shall be such Holder) in accordance with Rule
      144A;

                  (4) in the case of an Unrestricted Certificated Security to be
      transferred or exchanged for a beneficial interest in an Unrestricted
      Global Security, such request need not be accompanied by any additional
      information or documents; and


                                       18
<PAGE>
                  (5) in the case of an Unrestricted Certificated Security to be
      transferred or exchanged for a beneficial interest in a Restricted Global
      Security, such request shall be accompanied by a certification from such
      Holder (in substantially the form set forth in the Transfer Certificate)
      to the effect that such Unrestricted Certificated Security is being
      transferred to a person the Holder reasonably believes is a QIB (which, in
      the case of an exchange, shall be such Holder) in accordance with Rule
      144A.

            (f) Legends.

                  (1) Except as permitted by the following paragraphs (2) and
(3), each Global Security and Certificated Security (and all Securities issued
in exchange therefor or upon registration of transfer or replacement thereof)
shall bear a legend in substantially the form called for by footnote 2 to
Exhibit A hereto (each a "Transfer Restricted Security" for so long as it is
required by this Indenture to bear such legend). Each Transfer Restricted
Security shall have attached thereto a certificate (a "Transfer Certificate") in
substantially the form called for by footnote 5 to Exhibit A hereto.

                  (2) Upon any sale or transfer of a Transfer Restricted
Security (v) after the expiration of the holding period applicable to sales of
the Securities under Rule 144(k) of the Securities Act, (w) pursuant to Rule
144, (x) outside the United States in an offshore transaction within the meaning
of Regulation S under the Securities Act in compliance with Rule 904 under the
Securities Act (y) pursuant to an effective registration statement under the
Securities Act or (z) (A) pursuant to any other available exemption (other than
Rule 144A, Rule 144 or Rule 904) from the registration requirements of the
Securities Act and (B) as a result, such Security shall cease to be a
"restricted security" within the meaning of Rule 144:

                        (i) in the case of any Restricted Certificated Security,
            any Registrar shall permit the Holder thereof to exchange such
            Restricted Certificated Security for an Unrestricted Certificated
            Security, or (under the circumstances described in Section 2.12(e))
            to transfer such Restricted Certificated Security to a transferee
            who shall take such Security in the form of a beneficial interest in
            an Unrestricted Global Security, and in each case shall rescind any
            restriction on the transfer of such Security; provided, however ,
            that the Holder of such Restricted Certificated Security shall, in
            connection with such exchange or transfer, comply with the other
            applicable provisions of this Section 2.07; and

                        (ii) in the case of any beneficial interest in a
            Restricted Global Security, the Trustee shall permit the beneficial
            owner thereof to transfer such beneficial interest to a transferee
            who shall take such interest in the form of a beneficial interest in
            an Unrestricted Global Security and shall rescind any restriction on
            transfer of such beneficial interest; provided, however, that such
            Unrestricted Global Security shall continue to be subject to the
            provisions of Section 2.07(a)(2); and provided further, that the
            owner of such beneficial interest shall, in connection with such
            transfer, comply with the other applicable provisions of this
            Section 2.07.


                                       19
<PAGE>
                  (3) Upon the exchange, registration of transfer or replacement
of Securities not bearing the legend described in paragraph (1) above, the
Company shall execute, and the Trustee shall authenticate and deliver Securities
that do not bear such legend and that do not have a Transfer Certificate
attached thereto.

                  (4) After the expiration of the holding period pursuant to
Rule 144(k) of the Securities Act, the Company may with the consent of the
Holder of a Restricted Global Security or Restricted Certificated Security,
remove any restriction of transfer on such Security, and the Company shall
execute, and the Trustee shall authenticate and deliver Securities that do not
bear such legend and that do not have a Transfer Certificate attached thereto.

            (g) Transfers to the Company. Nothing in this Indenture or in the
Securities shall prohibit the sale or other transfer of any Securities
(including beneficial interests in Global Securities) to the Company or any of
its Subsidiaries.

            SECTION 2.08. CUSIP Numbers. The Company in issuing the Securities
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption or purchase as a convenience
to Holders; provided, however, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption or purchase and
that reliance may be placed only on the other identification numbers printed on
the Securities, and any such redemption or purchase shall not be affected by any
defect in or omission of such numbers. The Company will promptly notify the
Trustee of any change in the "CUSIP" numbers.

            SECTION 2.09. Replacement Securities. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies
any other reasonable requirements of the Trustee. If required by the Trustee or
the Company, such Holder shall furnish an indemnity bond sufficient in the
judgment of the Company and the Trustee to protect the Company, the Trustee, the
Paying Agent, the Registrar and any co-registrar from any loss which any of them
may suffer if a Security is replaced. The Company and the Trustee may charge the
Holder for their expenses in replacing a Security.

            Upon the issuance of any new Securities under this Section 2.09, 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.

            Every replacement Security is an additional obligation of the
Company.

            SECTION 2.10. Outstanding Securities. Securities outstanding at any
time are all Securities authenticated by the Trustee except for those cancelled
by it, those delivered to it for cancellation and those described in this
Section as not outstanding. A Security does not cease to be outstanding because
the Company or an Affiliate of the Company holds the Security.

            If a Security is replaced pursuant to Section 2.09, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security


                                       20
<PAGE>
is held by a bona fide purchaser, in which case the replacement Security shall
cease to be outstanding, subject to the provisions of Section 8-405 of the
Uniform Commercial Code.

            If the Paying Agent segregates and holds in trust, in accordance
with this Indenture, on a redemption date or maturity date money sufficient to
pay all principal and interest payable on that date with respect to the
Securities (or portions thereof) to be redeemed or maturing, as the case may be,
and the Paying Agent is not prohibited from paying such money to the
Securityholders on that date pursuant to the terms of this Indenture, then on
and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.

            SECTION 2.11. Temporary Securities. Until definitive Securities are
ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities and
deliver them in exchange for temporary Securities.

            SECTION 2.12. Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel and
destroy all Securities surrendered for registration of transfer, exchange,
payment or cancellation and deliver a certificate of such destruction to the
Company unless the Company directs the Trustee to deliver cancelled Securities
to the Company. The Company may not issue new Securities to replace Securities
it has redeemed, paid or delivered to the Trustee for cancellation.

            SECTION 2.13. Defaulted Interest. If the Company defaults in a
payment of interest on the Securities, the Company shall pay defaulted interest
(plus interest on such defaulted interest to the extent lawful) in any lawful
manner. The Company may pay the defaulted interest to the persons who are
Securityholders on a subsequent special record date. The Company shall fix or
cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail to each
Securityholder a notice that states the special record date, the payment date
and the amount of defaulted interest to be paid.

                                    ARTICLE 3

                                   Redemption

            SECTION 3.01. Optional Redemption. At any time on or after November
5, 2004, the Company may redeem any portion of the Securities ("Optional
Redemption") upon giving notice as set forth in Section 3.04 at the Redemption
Prices (an "Optional Redemption Price") specified in paragraph 5 of the form of
Security attached hereto as Exhibit A; provided, however, that if the redemption
date (the "Optional Redemption Date") falls after an interest payment record
date and on or before an interest payment date, then the interest payment will
be payable to the Holders in whose name the Securities are registered at the
close of business on the


                                       21
<PAGE>
relevant record date for payment of such interest. If the Company elects to
redeem Securities pursuant to this Section 3.01 and paragraph 5 of the
Securities, it shall notify the Trustee, at the earlier of the time the Company
notifies the Holders of such redemption or 45 days prior to the Optional
Redemption Date as fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), of the Optional Redemption Date and the principal
amount of Securities to be redeemed. If fewer than all of the Securities are to
be redeemed, the record date relating to such redemption shall be selected by
the Company and given to the Trustee, which record date shall not be less than
ten days after the date of notice of the Trustee.

            SECTION 3.02. Notices to Trustee. If the Company elects to redeem
the Securities pursuant to paragraph 5 of the Securities, it shall notify the
Trustee in writing of the redemption date, the principal amount of Securities to
be redeemed and the paragraph of the Securities pursuant to which the redemption
will occur.

            SECTION 3.03. Selection of Securities To Be Redeemed. If fewer than
all the Securities are to be redeemed, the Trustee shall select the Securities
to be redeemed pro rata or by lot or by a method that complies with applicable
legal and securities exchange requirements, if any, and that the Trustee in its
sole discretion considers to be fair and appropriate. The Trustee shall make the
selection from outstanding Securities not previously called for redemption. The
Trustee may select for redemption portions of the principal of Securities that
have denominations larger than $1,000. Securities and portions of them the
Trustee selects shall be in amounts of $1,000 or a whole multiple of $1,000.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall notify
the Company promptly of the Securities or portions of Securities to be redeemed.
If any Security selected for partial redemption is converted in part before
termination of the conversion right with respect to the portion of the Security
so selected, the converted portion of such Security shall be deemed to be the
portion selected for redemption. Securities which have been converted during the
selection of Securities to be redeemed shall be treated by the Trustee as
outstanding for the purpose of such selection.

            SECTION 3.04. Notice of Redemption. At least 20 days but not more
than 60 days before a date for an Optional Redemption Date of Securities, the
Company shall mail a notice of redemption by first-class mail to each Holder of
Securities to be redeemed at such Holder's registered address.

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

            (1) the redemption date;

            (2) the redemption price;

            (3) the name and address of the Paying Agent;

            (4) the then current Conversion Price;

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


                                       22
<PAGE>
            (6) if fewer than all the outstanding Securities are to be redeemed,
      the identification and principal amounts of the particular Securities to
      be redeemed;

            (7) that, unless the Company defaults in making such redemption
      payment or the Paying Agent is prohibited from making such payment
      pursuant to the terms of this Indenture, interest on Securities (or
      portion thereof) called for redemption ceases to accrue on and after the
      redemption date;

            (8) that Holders who wish to convert Securities must surrender such
      Securities for conversion no later than the close of business on the
      Business Day immediately preceding the Optional Redemption Date and must
      satisfy the other requirements in paragraph 8 of the Securities;

            (9) the paragraph of the Securities pursuant to which the Securities
      called for redemption are being redeemed; and

            (10) that no representation is made as to the correctness or
      accuracy of the CUSIP number, if any, listed in such notice or printed on
      the Securities.

            If any of the Securities to be redeemed is in the form of a Global
Security, then the Company shall modify such notice to the extent necessary, to
accord with the Applicable Procedures of the Depositary applicable to
redemptions.

            At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section.

            SECTION 3.05. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the Optional Redemption Date and at the Optional Redemption Price stated in the
notice, except for Securities that are converted in accordance with the
provisions of Article 5. Upon surrender to the Paying Agent, such Securities
shall be paid at the Optional Redemption Price stated in the notice, plus
accrued interest to the Optional Redemption Date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date) and such Securities will be delivered to the
Trustee for cancellation. Failure to give notice or any defect in the notice to
any Holder shall not affect the validity of the notice to any other Holder.

            SECTION 3.06. Deposit of Redemption Price. Prior to the Optional
Redemption Date, the Company shall deposit with the Paying Agent (or, if the
Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust)
money sufficient to pay the Optional Redemption Price of and accrued interest
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date) on all Securities to
be redeemed on that date other than Securities or portions of Securities called
for redemption which have been delivered by the Company to the Trustee for
cancellation.

            SECTION 3.07. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder


                                       23
<PAGE>
(at the Company's expense) a new Security equal in principal amount to the
unredeemed portion of the Security surrendered.

                                    ARTICLE 4

                                    Covenants

            SECTION 4.01. Payment of Securities. The Company shall promptly pay
the principal of and interest on the Securities on the dates and in the manner
provided in the Securities and in this Indenture. Principal and interest shall
be considered paid on the date due if on such date the Trustee or the Paying
Agent holds in accordance with this Indenture money sufficient to pay all
principal and interest then due and the Trustee or the Paying Agent, as the case
may be, is not prohibited from paying such money to the Securityholders on that
date pursuant to the terms of this Indenture. The Company shall pay interest on
overdue principal at the rate specified therefor in the Securities, and it shall
pay interest on overdue installments of interest at the same rate to the extent
lawful. The conversion of any Securities pursuant to Article 5 hereof, together
with the making of any cash payments required to be made in accordance with the
terms of the Securities and this Indenture, shall satisfy the Company's
obligations under this Section 4.01 with respect to such Securities.

            SECTION 4.02. SEC Reports. Whether or not subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company and Parent
will each file with the SEC and provide the Trustee and Securityholders with
such annual reports and such information, documents and other reports as are
specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S.
corporation subject to such Sections at the times specified for such filings
under such Sections; provided, however that the Company's obligation hereunder
shall be satisfied by Parent filing and providing such information, documents
and reports so long as Parent owns all of the Capital Stock of the Company;
provided further, however that the Company will not be required to file any
reports, documents or other information if the SEC will not accept such a
filing. The Company also shall comply with the other provisions of TIA Section
314(a).

            SECTION 4.03. Compliance Certificates. The Company and Parent shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company certificates of the principal executive officer, the principal financial
officer or the principal accounting officer of the Company and of Parent stating
that in the course of the performance by the signer of his or her duties as an
officer of the Company or Parent, as the case may be, such officer would
normally have knowledge of any Default involving the Company or Parent, as the
case may be, and whether or not the signer knows of any Default that occurred
during such Period. If such signer does, the certificate shall describe the
Default, its status and what action the Company or Parent, as the case may be,
is taking or proposes to take with respect thereto. The Company also shall
comply with TIA Section 314(a)(4).

            SECTION 4.04. Further Instruments and Acts. Upon request of the
Trustee, the Company, Parent and the Subsidiary Grantor 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.


                                       24
<PAGE>
            SECTION 4.05. Maintenance of Corporate Existence. Subject to Article
6, the Company and Parent will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence.

            SECTION 4.06. Payment of Additional Interest. If Additional Interest
is payable by the Company pursuant to the Registration Rights Agreement, the
Company shall deliver to the Trustee a certificate to that effect stating (i)
the amount of such Additional Interest that is payable and (ii) the date on
which such Additional Interest is payable. Unless and until a Trust Officer of
the Trustee receives such a certificate, the Trustee may assume without inquiry
that no such Additional Interest is payable. If the Company has paid Additional
Interest directly to the Persons entitled to it, the Company shall deliver to
the Trustee a certificate setting forth the particulars of such payment.

            SECTION 4.07. Future Guarantors. In the event that, after the Issue
Date, any Subsidiary would have been required under the terms of any of the
Existing Indentures (whether or not such Existing Indenture then remains is in
full force and effect) to Guarantee the obligations of the Company, the Company
shall cause such Subsidiary to Guarantee the Securities by executing a
supplemental indenture hereto and shall cause all Indebtedness of such
Subsidiary owing to the Company or any other Subsidiary of the Company and not
previously discharged to be converted into Capital Stock of such Subsidiary
(other than Disqualified Stock).

            SECTION 4.08. Purchase of Securities at Option of the Holder upon
Change in Control. (a) If at any time that Securities remain outstanding there
shall occur a Change in Control, Securities shall be purchased by the Company at
the option of the Holders thereof as of the date that is 30 Business Days after
the occurrence of the Change in Control (the "Change in Control Purchase Date")
at a purchase price equal to the principal amount of the Securities, plus
accrued and unpaid interest to, but excluding, the Change in Control Purchase
Date (the "Change in Control Purchase Price"), subject to satisfaction by or on
behalf of any Holder of the requirements set forth in subsection (c) of this
Section 4.08.

            A "Change in Control" shall be deemed to have occurred if any of the
following occurs after the date hereof:

            (1) any "person" or "group" (as such terms are defined below) is or
      becomes the "beneficial owner" (as defined below), directly or indirectly,
      of shares of Voting Stock of Parent representing 50% or more of the total
      voting power of all outstanding classes of Voting Stock of Parent or such
      person or group has the power, directly or indirectly, to elect a majority
      of the members of the Board of Directors of Parent; or

            (2) Parent consolidates with, or merges with or into, another Person
      or Parent sells, assigns, conveys, transfers, leases or otherwise disposes
      of all or substantially all of its assets, or any Person consolidates
      with, or merges with or into, Parent, in any such event other than
      pursuant to a transaction in which the Persons that "beneficially owned"
      (as defined below), directly or indirectly, shares of Voting Stock
      immediately prior to such transaction "beneficially own" (as defined
      below), directly or indirectly, shares of Voting Stock of Parent


                                       25
<PAGE>
      representing at least a majority of the total voting power of all
      outstanding classes of Voting Stock of the surviving or transferee Person;
      or

            (3)   there shall occur the liquidation or dissolution of
      Parent.

            For the purpose of the definition of "Change in Control", (i)
"person" and "group" have the meanings given such terms under Section 13(d) and
14(d) of the Exchange Act or any successor provision to either of the foregoing,
and the term "group" includes any group acting for the purpose of acquiring,
holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under
the Exchange Act (or any successor provision thereto), (ii) a "beneficial owner"
shall be determined in accordance with Rule 13d-3 under the Exchange Act, as in
effect on the date of this Indenture, except that the number of shares of Voting
Stock of Parent shall be deemed to include, in addition to all outstanding
shares of Voting Stock of Parent and Unissued Shares deemed to be held by the
"person" or "group" (as such terms are defined above) or other Person with
respect to which the Change in Control determination is being made, all Unissued
Shares deemed to be held by all other Persons, and (iii) the terms "beneficially
owned" and "beneficially own" shall have meanings correlative to that of
"beneficial owner." The term "Unissued Shares" means shares of Voting Stock not
outstanding that are subject to options, warrants, rights to purchase or
conversion privileges exercisable within 60 days of the date of determination of
a Change in Control.

            Notwithstanding anything to the contrary set forth in this Section
4.08, a Change in Control will not be deemed to have occurred if either:

            (1) the Closing Price of the Common Stock for any five Trading Days
      during the ten Trading Days immediately preceding the Change in Control is
      at least equal to 105% of the Conversion Price in effect on such Trading
      Day; or

            (2) in the case of a merger or consolidation, all of the
      consideration (excluding cash payments for fractional shares in the merger
      or consolidation constituting the Change in Control) consists of common
      stock traded on a United States national securities exchange or quoted on
      The Nasdaq National Market (or which will be so traded or quoted when
      issued or exchanged in connection with such Change in Control) and as a
      result of such transaction or transactions the Securities become
      convertible solely into such common stock.

            (b) Within 10 Business Days after the occurrence of a Change in
Control, the Company shall mail a written notice of the Change in Control to the
Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent)
and to each Holder (and to beneficial owners as required by applicable law). The
notice shall include the form of a Change in Control Purchase Notice to be
completed by the Holder and shall state:

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

                  (2) the date by which the Change in Control Purchase Notice
      pursuant to this Section 4.08 must be given;


                                       26
<PAGE>
                  (3) the Change in Control Purchase Date;

                  (4) the Change in Control Purchase Price;

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

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

                  (7) the Conversion Price and any adjustments thereto;

                  (8) that Securities as to which a Change in Control Purchase
      Notice has been given may be converted into Common Stock pursuant to
      Article 5 of this Indenture only to the extent that the Change in Control
      Purchase Notice has been withdrawn in accordance with the terms of this
      Indenture;

                  (9) the procedures that the Holder must follow to exercise
      rights under this Section 4.08;

                  (10) the procedures for withdrawing a Change in Control
      Purchase Notice, including a form of notice of withdrawal; and

                  (11) that the Holder must satisfy the requirements set forth
      in the Securities in order to convert the Securities.

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

            (c) A Holder may exercise its rights specified in subsection (a)
of this Section 4.08 upon delivery of a written notice (which shall be in
substantially the form included in Exhibit A hereto and which may be delivered
by letter, overnight courier, hand delivery, facsimile transmission or in any
other written form and, in the case of Global Securities, may be delivered
electronically or by other means in accordance with the Depositary's customary
procedures) of the exercise of such rights (a "Change in Control Purchase
Notice") to any Paying Agent at any time prior to the close of business on the
Business Day next preceding the Change in Control Purchase Date.

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

            The Company shall purchase from the Holder thereof, pursuant to this
Section 4.08, a portion of a Security if the principal amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of the Indenture that apply
to the purchase of all of a Security pursuant to Sections 4.08 through 4.13 also
apply to the purchase of such portion of such Security.


                                       27
<PAGE>
            Notwithstanding anything herein to the contrary, any Holder
delivering to a Paying Agent the Change in Control Purchase Notice contemplated
by this subsection (c) shall have the right to withdraw such Change in Control
Purchase Notice in whole or in a portion thereof that is a principal amount of
$1,000 or in an integral multiple thereof at any time prior to the close of
business on the Business Day next preceding the Change in Control Purchase Date
by delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 4.09.

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

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

            SECTION 4.09. Effect of Change in Control Purchase Notice. Upon
receipt by any Paying Agent of the Change in Control Purchase Notice specified
in Section 4.08(c), the Holder of the Security in respect of which such Change
in Control Purchase Notice was given shall (unless such Change in Control
Purchase Notice is withdrawn as specified below) thereafter be entitled to
receive the Change in Control Purchase Price with respect to such Security. Such
Change in Control Purchase Price shall be paid to such Holder promptly following
the later of (a) the Change in Control Purchase Date with respect to such
Security (provided the conditions in Section 4.08(c) have been satisfied) and
(b) the time of delivery of such Security to a Paying Agent by the Holder
thereof in the manner required by Section 4.08(c). Securities in respect of
which a Change in Control Purchase Notice has been given by the Holder thereof
may not be converted into shares of Common Stock on or after the date of the
delivery of such Change in Control Purchase Notice unless such Change in Control
Purchase Notice has first been validly withdrawn.

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

            SECTION 4.10. Deposit of Change in Control Purchase Price. On or
before 11:00 a.m. New York City time on the Change in Control Purchase Date, the
Company shall deposit with the Trustee or with a Paying Agent (other than the
Company or an Affiliate of the Company) an amount of money (in immediately
available funds if deposited on such Business Day) sufficient to pay the
aggregate Change in Control Purchase Price of all the Securities or portions
thereof that are to be purchased as of such Change in Control Purchase Date. The
manner in which the deposit required by this Section 4.10 is made by the Company
shall be at


                                       28
<PAGE>
the option of the Company, provided that such deposit shall be made in a manner
such that the Trustee or a Paying Agent shall have immediately available funds
on the Change in Control Purchase Date.

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

            SECTION 4.11. Securities Purchased in Part. Any Security that is to
be purchased only in part shall be surrendered at the office of a Paying Agent
and promptly after the Change in Control Purchase Date the Company shall execute
and the Trustee shall authenticate and deliver to the Holder of such Security,
without service charge, a new Security or Securities, of such authorized
denomination or denominations as may be requested by such Holder, in aggregate
principal amount equal to, and in exchange for, the portion of the principal
amount of the Security so surrendered that is not purchased.

            SECTION 4.12. Compliance with Securities Laws upon Purchase of
Securities. In connection with any offer to purchase or purchase of Securities
under Section 4.08, the Company shall (a) comply with Rule 13e-4 and Rule 14e-1
(or any successor to either such Rule), if applicable, under the Exchange Act,
(b) file the related Schedule TO (or any successor or similar schedule, form or
report) if required under the Exchange Act, and (c) otherwise comply with all
federal and state securities laws in connection with such offer to purchase or
purchase of Securities, all so as to permit the rights of the Holders and
obligations of the Company under Sections 4.08 through 4.11 to be exercised in
the time and in the manner specified therein.

            SECTION 4.13. Repayment to the Company. To the extent that the
aggregate amount of cash deposited by the Company pursuant to Section 4.10
exceeds the aggregate Change in Control Purchase Price together with interest,
if any, thereon of the Securities or portions thereof that the Company is
obligated to purchase, then promptly after the Change in Control Purchase Date
the Trustee or a Paying Agent, as the case may be, shall return any such excess
cash (including any interest thereon) to the Company.

                                    ARTICLE 5

                                   Conversion

            SECTION 5.01. Conversion Privilege. Subject to the further
provisions of this Section 5.01, a Holder of a Security may, at the Holder's
option, convert the principal amount of such Security (or any portion thereof
equal to $1,000 or any integral multiple of $1,000 in excess thereof) into
Common Stock at any time prior to the close of business on the Business Day
immediately proceeding November 1, 2008, at the Conversion Price then in effect;
provided,


                                       29
<PAGE>
however, that, if such Security is called for redemption or submitted or
presented for purchase pursuant to Article 4, such conversion right shall
terminate at the close of business on the Business Day immediately preceding the
Optional Redemption Date or Change in Control Purchase Date, as the case may be,
for such Security or such earlier date as the Holder presents such Security for
redemption or for purchase (unless the Company shall default in making the
redemption payment or Change in Control Purchase Price payment when due, in
which case the conversion right shall terminate at the close of business on the
date such default is cured and such Security is redeemed or purchased, as the
case may be). The number of shares of Common Stock issuable upon conversion of a
Security shall be determined by dividing the principal amount of the Security or
portion thereof surrendered for conversion by the Conversion Price in effect on
the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of
the Securities and is subject to adjustment as provided in this Article 5.

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

            A Security in respect of which a Holder has delivered a Change in
Control Purchase Notice pursuant to Section 4.08(c) exercising the option of
such Holder to require the Company to purchase such Security may be converted
only if such Change in Control Purchase Notice is withdrawn by a written notice
of withdrawal delivered to a Paying Agent prior to the close of business on the
Business Day immediately preceding the Change in Control Purchase Date in
accordance with Section 4.09.

            A Holder of Securities is not entitled to any rights of a holder of
Common Stock until such Holder has converted its Securities to Common Stock, and
only to the extent such Securities are deemed to have been converted into Common
Stock pursuant to this Article 5.

            SECTION 5.02. Conversion Procedure. To convert a Security, a Holder
must (a) complete and manually sign the conversion notice on the back of the
Security and deliver such notice to a Conversion Agent, (b) surrender the
Security to a Conversion Agent, (c) furnish appropriate endorsements and
transfer documents if required by a Registrar or a Conversion Agent, and (d) pay
any transfer or similar tax, if required. The date on which the Holder satisfies
all of those requirements is the "Conversion Date." As soon as practicable after
the Conversion Date, Parent shall deliver to the Holder through a Conversion
Agent a certificate for the number of whole shares of Common Stock issuable upon
the conversion and cash in lieu of any fractional shares pursuant to Section
5.03. Anything herein to the contrary notwithstanding, in the case of Global
Securities, conversion notices may be delivered and such Securities may be
surrendered for conversion in accordance with the Applicable Procedures as in
effect from time to time.

            The person in whose name the Common Stock certificate is registered
shall be deemed to be a stockholder of record on the Conversion Date; provided,
however, that no surrender of a Security on any date when the stock transfer
books of Parent shall be closed shall be effective to constitute the person or
persons entitled to receive the shares of Common Stock upon such conversion as
the record holder or holders of such shares of Common Stock on such date, but
such surrender shall be effective to constitute the person or persons entitled
to receive such shares of Common Stock as the record holder or holders thereof
for all purposes at the close


                                       30
<PAGE>
of business on the next succeeding day on which such stock transfer books are
open; provided further, however, that such conversion shall be at the Conversion
Price in effect on the Conversion Date as if the stock transfer books of Parent
had not been closed. Upon conversion of a Security, such person shall no longer
be a Holder of such Security. No payment or adjustment will be made for
dividends or distributions on shares of Common Stock issued upon conversion of a
Security.

            Securities so surrendered for conversion (in whole or in part)
during the period from the close of business on any regular record date to the
opening of business on the next succeeding interest payment date (excluding
Securities or portions thereof which are either (i) called for redemption or
(ii) subject to purchase following a Change in Control, in either case, on a
date during the period beginning at the close of business on a regular record
date and ending at the opening of business on the first Business Day after the
next succeeding interest payment date, or if such interest payment date is not a
Business Day, the second such Business Day) shall also be accompanied by payment
in funds equal to the interest payable on such interest payment date on the
principal amount of such Security then being converted, and such interest shall
be payable to such registered Holder notwithstanding the conversion of such
Security, subject to the provisions of this Indenture relating to the payment of
defaulted interest by the Company. Except as otherwise provided in this Section
5.02, no payment or adjustment will be made for accrued interest on a converted
Security. If the Company defaults in the payment of interest payable on such
interest payment date, the Company shall promptly repay such funds to such
Holder.

            Nothing in this Section shall affect the right of a Holder in whose
name any Security is registered at the close of business on a record date to
receive the interest payable on such Security on the related interest payment
date in accordance with the terms of this Indenture and the Securities. If a
Holder converts more than one Security at the same time, the number of shares of
Common Stock issuable upon the conversion shall be based on the aggregate
principal amount of Securities converted.

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

            SECTION 5.03. Fractional Shares. Parent will not issue fractional
shares of Common Stock upon conversion of Securities. In lieu thereof, Parent or
the Company will pay an amount in cash based upon the Closing Price of the
Common Stock on the Trading Day immediately prior to the Conversion Date.

            SECTION 5.04. Taxes on Conversion. If a Holder converts a Security,
Parent or the Company shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of shares of Common Stock upon such conversion.
However, the Holder shall pay any such tax which is due because the Holder
requests the shares to be issued in a name other than the Holder's name. The
Conversion Agent may refuse to deliver the certificate representing the Common
Stock being issued in a name other than the Holder's name until the Conversion
Agent receives a sum sufficient to pay any tax which will be due because the
shares are to be issued in a


                                       31
<PAGE>
name other than the Holder's name. Nothing herein shall preclude any tax
withholding required by law or regulation.

            SECTION 5.05. Parent To Provide Stock. Parent shall, prior to
issuance of any Securities hereunder, and from time to time as may be necessary,
reserve, out of its authorized but unissued Common Stock, a sufficient number of
shares of Common Stock to permit the conversion of all outstanding Securities
into shares of Common Stock.

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

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

            SECTION 5.06. Adjustment of Conversion Price. The conversion price
as stated in paragraph 8 of the Securities (the "Conversion Price") shall be
adjusted from time to time by Parent or the Company as follows:

            (a) In case Parent shall (i) pay a dividend on its Common Stock in
shares of Common Stock, (ii) make a distribution on its Common Stock in shares
of Common Stock, (iii) subdivide its outstanding Common Stock into a greater
number of shares, or (iv) combine its outstanding Common Stock into a smaller
number of shares, the Conversion Price in effect immediately prior thereto shall
be adjusted so that the Holder of any Security thereafter surrendered for
conversion shall be entitled to receive that number of shares of Common Stock
which it would have owned had such Security been converted immediately prior to
the happening of such event. An adjustment made pursuant to this subsection (x)
shall become effective immediately after the record date in the case of a
dividend or distribution and shall become effective immediately after the
effective date in the case of subdivision or combination.

            (b) In case Parent shall issue rights or warrants to all or
substantially all holders of its Common Stock entitling them (for a period
commencing no earlier than the record date described below and expiring not more
than 60 days after such record date) to subscribe for or purchase shares of
Common Stock (or securities convertible into Common Stock) at a price per share
(or having a conversion price per share) less than the Current Market Price Per
Share of Common Stock on the record date for the determination of stockholders
entitled to receive such rights or warrants, the Conversion Price in effect
immediately prior thereto shall be adjusted so that the same shall equal the
price determined by multiplying the Conversion Price in effect immediately prior
to such record date by a fraction of which (x) the numerator shall be the


                                       32
<PAGE>
number of shares of Common Stock outstanding on such record date plus the number
of shares which the aggregate offering price of the total number of shares of
Common Stock so offered (or the aggregate conversion price of the convertible
securities so offered, which shall be determined by multiplying the number of
shares of Common Stock issuable upon conversion of such convertible securities
by the conversion price per share of Common Stock pursuant to the terms of such
convertible securities) would purchase at the Current Market Price Per Share of
Common Stock on such record date, and of which (y) the denominator shall be the
number of shares of Common Stock outstanding on such record date plus the number
of additional shares of Common Stock offered (or into which the convertible
securities so offered are convertible). Such adjustment shall be made
successively whenever any such rights or warrants are issued, and shall become
effective immediately after such record date. If at the end of the period during
which such rights or warrants are exercisable not all rights or warrants shall
have been exercised, the adjusted Conversion Price shall be immediately
readjusted to what it would have been based upon the number of additional shares
of Common Stock actually issued (or the number of shares of Common Stock
issuable upon conversion of convertible securities actually issued).

            (c) In case Parent shall distribute to all or substantially all
holders of its Common Stock any shares of capital stock of Parent (other than
Common Stock), evidences of indebtedness or other non-cash assets (including
securities of any person other than the Company but excluding (1) dividends or
distributions paid in cash or (2) dividends or distributions referred to in
subsection (a) of this Section 5.06), or shall distribute to all or
substantially all holders of its Common Stock rights or warrants to subscribe
for or purchase any of its securities (excluding those rights and warrants
referred to in subsection (b) of this Section 5.06 and also excluding the
distribution of rights to all holders of Common Stock pursuant to the adoption
of a stockholders rights plan or the detachment of such rights under the terms
of such stockholder rights plan), then in each such case the Conversion Price
shall be adjusted so that the same shall equal the price determined by
multiplying the current Conversion Price by a fraction of which the numerator
shall be the Current Market Price Per Share of the Common Stock on the record
date mentioned below less the fair market value on such record date (as
reasonably determined in good faith by the Board of Directors of Parent, whose
determination shall be conclusive evidence of such fair market value and which
shall be evidenced by an Officers' Certificate delivered to the Trustee) of the
portion of the capital stock, evidences of indebtedness or other non-cash assets
so distributed or of such rights or warrants applicable to one share of Common
Stock (determined on the basis of the number of shares of Common Stock
outstanding on the record date), and of which the denominator shall be the
Current Market Price Per Share of the Common Stock on such record date. Such
adjustment shall be made successively whenever any such distribution is made and
shall become effective immediately after the record date for the determination
of shareholders entitled to receive such distribution.

            (d) In case Parent shall, by dividend or otherwise, at any time
distribute (a "Triggering Distribution") to all or substantially all holders of
its Common Stock cash in an aggregate amount that, together with the aggregate
amount of (A) any cash and the fair market value (as reasonably determined in
good faith by the Board of Directors of Parent, whose determination shall be
conclusive evidence thereof and which shall be evidenced by an Officers'
Certificate delivered to the Trustee) of any other consideration payable in
respect of any tender offer by the Company or a Subsidiary of the Company for
Common Stock consummated within the 12 months preceding the date of payment of
the Triggering Distribution and in respect of


                                       33
<PAGE>
which no Conversion Price adjustment pursuant to this Section 5.06 has been made
and (B) all other cash distributions to all or substantially all holders of its
Common Stock made within the 12 months preceding the date of payment of the
Triggering Distribution and in respect of which no Conversion Price adjustment
pursuant to this Section 5.06 has been made, exceeds an amount equal to 10.0% of
the product of the Current Market Price Per Share of Common Stock on the
Business Day (the "Determination Date") immediately preceding the day on which
such Triggering Distribution is declared by the Company multiplied by the number
of shares of Common Stock outstanding on the Determination Date (excluding
shares held in the treasury of the Company), the Conversion Price shall be
reduced so that the same shall equal the price determined by multiplying such
Conversion Price in effect immediately prior to the Determination Date by a
fraction of which the numerator shall be the Current Market Price Per Share of
the Common Stock on the Determination Date less the sum of the aggregate amount
of cash and the aggregate fair market value (as reasonably determined in good
faith by the Board of Directors of Parent, whose determination shall be
conclusive evidence of such fair market value and which shall be evidenced by an
Officers' Certificate delivered to the Trustee) of any such other consideration
so distributed, paid or payable within such 12 months (including, without
limitation, the Triggering Distribution) applicable to one share of Common Stock
(determined on the basis of the number of shares of Common Stock outstanding on
the Determination Date) and the denominator shall be such Current Market Price
Per Share of the Common Stock on the Determination Date, such reduction to
become effective immediately prior to the opening of business on the day
following the date on which the Triggering Distribution is paid.

            (e) (1) In case any tender offer made by Parent or any of its
Subsidiaries for Common Stock shall expire and such tender offer (as amended
upon the expiration thereof) shall involve the payment of aggregate
consideration in an amount (determined as the sum of the aggregate amount of
cash consideration and the aggregate fair market value (as reasonably determined
in good faith by the Board of Directors of Parent), whose determination shall be
conclusive evidence thereof and which shall be evidenced by an Officers'
Certificate delivered to the Trustee) of any other consideration) that, together
with the aggregate amount of (i) any cash and the fair market value (as
reasonably determined in good faith by the Board of Directors of Parent, whose
determination shall be conclusive evidence thereof and which shall be evidenced
by an Officers' Certificate delivered to the Trustee) of any other consideration
payable in respect of any other tender offers by Parent or any Subsidiary of
Parent for Common Stock consummated within the 12 months preceding the date of
the Expiration Date (as defined below) and in respect of which no Conversion
Price adjustment pursuant to this Section 5.06 has been made and (B) all cash
distributions to all or substantially all holders of its Common Stock made
within the 12 months preceding the Expiration Date and in respect of which no
Conversion Price adjustment pursuant to this Section 5.06 has been made, exceeds
an amount equal to 10.0% of the product of the Current Market Price Per Share of
Common Stock as of the last date (the "Expiration Date") tenders could have been
made pursuant to such tender offer (as it may be amended) (the last time at
which such tenders could have been made on the Expiration Date is hereinafter
sometimes called the "Expiration Time") multiplied by the number of shares of
Common Stock outstanding (including tendered shares but excluding any shares
held in the treasury of the Company) at the Expiration Time, then, immediately
prior to the opening of business on the day after the Expiration 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 the Expiration Date by a fraction of which the
numerator shall


                                       34
<PAGE>
be the product of the number of shares of Common Stock outstanding (including
tendered shares but excluding any shares held in the treasury of Parent) at the
Expiration Time multiplied by the Current Market Price Per Share of the Common
Stock on the Trading Day next succeeding the Expiration Date and the denominator
shall be the sum of (x) the aggregate consideration (determined as aforesaid)
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 and
excluding any shares held in the treasury of Parent) at the Expiration Time and
the Current Market Price Per Share of Common Stock on the Trading Day next
succeeding the Expiration Date, such reduction to become effective immediately
prior to the opening of business on the day following the Expiration Date. In
the event that Parent or its Subsidiary, as the case may be, is obligated to
purchase shares pursuant to any such tender offer, but Parent or its Subsidiary,
as the case may be, is permanently prevented by applicable law from effecting
any or all such purchases or any or all such purchases are rescinded, the
Conversion Price shall again be adjusted to be the Conversion Price which would
have been in effect based upon the number of shares actually purchased. If the
application of this Section 5.06(e) 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 5.06(e).

                  (2) For purposes of Section 5.06(d) and 5.06(e), the term
"tender offer" shall mean and include both tender offers and exchange offers
(within the meaning of U.S. Federal securities laws), all references to
"purchases" of shares in tender offers (and all similar references) shall mean
and include both the purchase of shares in tender offers and the acquisition of
shares pursuant to exchange offers, and all references to "tendered shares" (and
all similar references) shall mean and include shares tendered in both tender
offers and exchange offers.

            (f) For the purpose of any computation under subsections (b), (c),
(d) and (e) of this Section 5.06, the current market price per share of Common
Stock (the "Current Market Price Per Share") on any date shall be deemed to be
the average of the daily Closing Prices for the 30 consecutive Trading Days
commencing 45 Trading Days before (i) the Determination Date or the Expiration
Date, as the case may be, with respect to distributions or tender offers under
subsection (e) of this Section 5.06 or (ii) the record date with respect to
distributions, issuances or other events requiring such computation under
subsection (b), (c) or (d) of this Section 5.06. The Closing Price for each day
(the "Closing Price") shall be the last reported sales price or, in case no such
reported sale takes place on such date, the average of the reported closing bid
and asked prices in either case on The New York Stock Exchange (the "NYSE") or
The Nasdaq National Market (the "NNM"), as applicable, or, if the Common Stock
is not listed or admitted to trading on the NYSE or the NNM, the principal
national securities exchange or quotation system on which the Common Stock is
quoted or listed or admitted to trading or, if not quoted or listed or admitted
to trading on any national securities exchange or quotation system, the closing
sales price or, in case no reported sale takes place, the average of the closing
bid and asked prices, as furnished by any two members of the National
Association of Securities Dealers, Inc. selected from time to time by Parent for
that purpose. If no such prices are available, the Current Market Price Per
Share shall be the fair value of a share of


                                       35
<PAGE>
Common Stock as reasonably determined in good faith by the Board of Directors of
Parent (which shall be evidenced by an Officers' Certificate delivered to the
Trustee).

            (g) In any case in which this Section 5.06 shall require that an
adjustment be made following a record date or a Determination Date or Expiration
Date, as the case may be, established for purposes of this Section 5.06, Parent
may elect to defer (but only until five Business Days following the filing by
the Company with the Trustee of the certificate described in Section 5.09)
issuing to the Holder of any Security converted after such record date or
Determination Date or Expiration Date the shares of Common Stock and other
capital stock of Parent issuable upon such conversion over and above the shares
of Common Stock and other capital stock of Parent issuable upon such conversion
only on the basis of the Conversion Price prior to adjustment; and, in lieu of
the shares the issuance of which is so deferred, Parent shall issue or cause its
transfer agent to issue due bills or other appropriate evidence prepared by
Parent of the right to receive such shares. If any distribution in respect of
which an adjustment to the Conversion Price is required to be made as of the
record date or Determination Date or Expiration Date therefor is not thereafter
made or paid by the Company for any reason, the Conversion Price shall be
readjusted to the Conversion Price which would then be in effect if such record
date had not been fixed or such effective date or Determination Date or
Expiration Date had not occurred.

            SECTION 5.07. No Adjustment. No adjustment in the Conversion Price
shall be required unless the adjustment would require an increase or decrease of
at least 1% in the Conversion Price as last adjusted; provided, however, that
any adjustments which by reason of this Section 5.07 are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Article 5 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 issuances of Common Stock pursuant to
a Parent plan for reinvestment of dividends or interest or for a change in the
par value or a change to no par value of the Common Stock.

            To the extent that the Securities become convertible into the right
to receive cash, no adjustment need be made thereafter as to the cash. Interest
will not accrue on the cash.

            SECTION 5.08. Adjustment for Tax Purposes. Parent shall be entitled
to make such reductions in the Conversion Price, in addition to those required
by Section 5.06, as it in its discretion shall determine to be advisable in
order that any stock dividends, subdivisions of shares, distributions of rights
to purchase stock or securities or distributions of securities convertible into
or exchangeable for stock hereafter made by Parent to its stockholders shall not
be taxable.

            SECTION 5.09. Notice of Adjustment. Whenever the Conversion Price or
conversion privilege is adjusted, Parent shall promptly mail to Securityholders
a notice of the adjustment and file with the Trustee an Officers' Certificate
briefly stating the facts requiring the adjustment and the manner of computing
it. Unless and until the Trustee shall receive an Officers' Certificate setting
forth an adjustment of the Conversion Price, the Trustee may assume


                                       36
<PAGE>
without inquiry that the Conversion Price has not been adjusted and that the
last Conversion Price of which it has knowledge remains in effect.

            SECTION 5.10.  Notice of Certain Transactions.  In the event that:

            (1) Parent takes any action which would require an adjustment in the
      Conversion Price;

            (2) Parent consolidates or merges with or into, or transfers all or
      substantially all of its property and assets to, another corporation or
      another corporation merges into Parent and, in any such case, shareholders
      of Parent must approve the transaction; or

            (3) there is a dissolution or liquidation of Parent, Parent shall
      mail to Holders and file with the Trustee a notice stating the proposed
      record or effective date, as the case may be. Parent shall mail the notice
      at least ten days before such date. Failure to mail such notice or any
      defect therein shall not affect the validity of any transaction referred
      to in clause (1), (2) or (3) of this Section 5.10.

            SECTION 5.11. Effect of Reclassification, Consolidation, Merger or
Sale on Conversion Privilege. If any of the following shall occur, namely: (a)
any reclassification or change of shares of Common Stock issuable upon
conversion of the Securities (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination, or any other change for which an adjustment is
provided in Section 5.06); (b) any consolidation or merger or combination to
which Parent is a party other than a merger in which Parent is the continuing
corporation and which does not result in any reclassification of, or change
(other than in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination) in,
outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety
or substantially as an entirety of the property and assets of Parent, directly
or indirectly, to any person, then Parent, or such successor, purchasing or
transferee corporation, as the case may be, shall, as a condition precedent to
such reclassification, change, combination, consolidation, merger, sale or
conveyance, execute and deliver to the Trustee a supplemental indenture
providing that the Holder of each Security then outstanding shall have the right
to convert such Security into the kind and amount of shares of stock and other
securities and property (including cash) receivable upon such reclassification,
change, combination, consolidation, merger, sale or conveyance by a holder of
the number of shares of Common Stock deliverable upon conversion of such
Security immediately prior to such reclassification, change, combination,
consolidation, merger, sale or conveyance. Such supplemental indenture shall
provide for adjustments of the Conversion Price which shall be as nearly
equivalent as may be practicable to the adjustments of the Conversion Price
provided for in this Article 5. If, in the case of any such consolidation,
merger, combination, sale or conveyance, the stock or other securities and
property (including cash) receivable thereupon by a holder of Common Stock
include shares of stock or other securities and property of a person other than
the successor, purchasing or transferee corporation, as the case may be, in such
consolidation, merger, combination, sale or conveyance, then such supplemental
indenture shall also be executed by such other person and shall contain such
additional provisions to protect the interests of the Holders of the Securities
as the Board of Directors of Parent shall reasonably


                                       37
<PAGE>
consider necessary by reason of the foregoing. The provisions of this Section
5.11 shall similarly apply to successive reclassifications, changes,
combinations, consolidations, mergers, sales or conveyances.

            In the event Parent shall execute a supplemental indenture pursuant
to this Section 5.11, Parent shall promptly file with the Trustee (x) an
Officers' Certificate briefly stating the reasons therefor, the kind or amount
of shares of stock or other securities or property (including cash) receivable
by Holders of the Securities upon the conversion of their Securities after any
such reclassification, change, combination, consolidation, merger, sale or
conveyance, any adjustment to be made with respect thereto and that all
conditions precedent have been complied with and (y) an Opinion of Counsel that
all conditions precedent have been complied with, and shall promptly mail notice
thereof to all Holders.

            SECTION 5.12. Trustee's Disclaimer. The Trustee shall have no duty
to determine when an adjustment under this Article 5 should be made, how it
should be made or what such adjustment should be, but may accept as conclusive
evidence of that fact or the correctness of any such adjustment, and shall be
protected in relying upon, an Officers' Certificate including the Officers'
Certificate with respect thereto which the Company and Parent are obligated to
file with the Trustee pursuant to Section 5.09. The Trustee makes no
representation as to the validity or value of any securities or assets issued
upon conversion of Securities, and the Trustee shall not be responsible for the
Company's or Parent's failure to comply with any provisions of this Article 5.

            The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 5.11, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officers'
Certificate with respect thereto which the Company or Parent is obligated to
file with the Trustee pursuant to Section 5.11.

            SECTION 5.13. Voluntary Reduction. Parent from time to time may
voluntarily reduce the Conversion Price by any amount for any period of time if
the period is at least 20 days and if the reduction is irrevocable during the
period if the Board of Directors of Parent determines that such reduction would
be in the best interest of Parent, and Parent provide 15 days' prior notice of
any voluntary reduction in the Conversion Price; provided, however, that in no
event may Parent reduce the Conversion Price to be less than the par value of a
share of Common Stock.

                                    ARTICLE 6

                               Successor Companies

            SECTION 6.01. When the Company, Parent or a Subsidiary Guarantor May
Merge or Transfer Assets. (a) None of the Company, Parent or any Subsidiary
Guarantor shall consolidate with or merge with or into any other person, in a
transaction in which it is not the surviving corporation, or convey, transfer or
lease, in one transaction or a series of transactions, all or substantially all
its assets to, any Person, unless:


                                       38
<PAGE>
                  (1) the resulting, surviving or transferee Person (the
      "Successor Person") shall be a Person organized and existing under the
      laws of the United States of America, any State thereof or the District of
      Columbia and the Successor Person (if not the Company, Parent or a
      Subsidiary Guarantor, as the case may be) shall expressly assume, by an
      indenture supplemental hereto, executed and delivered to the Trustee, in
      form satisfactory to the Trustee, all the obligations of the Company,
      Parent or a Subsidiary Guarantor, as the case may be, under the Securities
      and this Indenture;

                  (2)   immediately after giving effect to such transaction
      no Default shall have occurred and be continuing;

                  (3) the Company, Parent or a Subsidiary Guarantor, as the case
      may be, shall have delivered to the Trustee an officers' certificate and
      an Opinion of Counsel, each stating that such consolidation, merger or
      transfer and such supplemental indenture (if any) comply with this
      Indenture;

provided, however, the foregoing will not be applicable to a Subsidiary
Guarantor to the extent Section 12.06 is applicable to such Subsidiary
Guarantor.

            The Successor Person shall be the successor to the Company, Parent
or the Subsidiary Guarantor, as the case may be, and shall succeed to, and be
substituted for, and may exercise every right and power of, the Company, Parent
or Subsidiary Guarantor, as the case may be, under this Indenture, but the
predecessor Company, Parent or Subsidiary Guarantor in the case of a conveyance,
transfer or lease shall not be released from the obligation to pay the principal
of and interest on the Securities or the Guaranty, as the case may be.

                                    ARTICLE 7

                              Defaults and Remedies

            SECTION 7.01.  Events of Default.  An "Event of Default" occurs
if:

            (1) the Company defaults in any payment of interest on any Security
      when the same becomes due and payable, whether or not such payment shall
      be prohibited by Article 11, and such default continues for a period of 30
      days;

            (2) the Company (i) defaults in the payment of the principal or
      premium of any Security when the same becomes due and payable at its
      Stated Maturity, upon redemption, upon declaration or otherwise, whether
      or not such payment shall be prohibited by Article 11, or (ii) fails to
      redeem or purchase Securities when required pursuant to this Indenture or
      the Securities, whether or not such redemption or purchase shall be
      prohibited by Article 11;

            (3) the Company fails to provide timely notice of a Change in
      Control;

            (4) the Company or Parent fails to comply with its obligations under
      Section 6.01;


                                       39
<PAGE>
            (5) the Company fails to comply with any of its agreements under the
      Securities or this Indenture (other than those referred to in clause (1)
      through (4) above) and such failure continues for 60 days after the notice
      specified below;

            (6) Parent fails to comply with any of its agreements under the
      Securities or this Indenture (other than those referred to in clause (4)
      above) and such failure continues for 60 days after the notice specified
      below;

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

                  (A) commences a voluntary case;

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

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

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

      or takes any comparable action under any foreign laws relating to
      insolvency;

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

                  (A) is for relief against the Company, Parent or any
            Significant Subsidiary in an involuntary case;

                  (B) appoints a Custodian of the Company, Parent or any
            Significant Subsidiary or for any substantial part of its property;
            or

                  (C) orders the winding up or liquidation of the Company,
            Parent or any Significant Subsidiary; or any similar relief is
            granted under any foreign laws and the order or decree remains
            unstayed and in effect for 60 days;

            (9) (A) the Parent Guaranty or a Subsidiary Guaranty ceases to be in
      full force and effect (other than in accordance with its terms) or (B)
      Parent or a Subsidiary Guarantor denies or disaffirms its obligations
      under the Parent Guaranty or the Subsidiary Guaranty, as the case may be.

            The foregoing will constitute Events of Default whatever the reason
for any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body.


                                       40
<PAGE>
            The term "Bankruptcy Law" means Title 11, United States Code, or any
similar Federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law.

            SECTION 7.02. Acceleration. If an Event of Default (other than an
Event of Default specified in Section 7.01(7) or (8) (in either case with
respect to the Company)) occurs and is continuing, the Trustee by notice to the
Company, or the Holders of at least 25% in principal amount of the Securities by
notice to the Company and the Trustee, may declare the principal of and accrued
but unpaid interest on all the Securities to be due and payable. Upon such a
declaration, such principal and interest shall be due and payable immediately.
If an Event of Default specified in Section 7.01(7) or (8) (in either case with
respect to the Company) occurs, the principal of and interest on all the
Securities shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Securityholders.
The Holders of a majority in principal amount of the outstanding Securities by
notice to the Trustee may rescind an acceleration with respect to the Securities
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 principal or interest that has become due solely because of
acceleration. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

            SECTION 7.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of or interest on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.

            The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Securityholder 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 7.04. Waiver of Past Defaults. The Holders of a majority in
principal amount of the Securities by notice to the Trustee may waive an
existing Default and its consequences except (1) a Default in the payment of the
principal of or interest on a Security or (2) a Default in respect of a
provision that under Section 10.02 cannot be amended without the consent of each
Securityholder affected. 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.

            SECTION 7.05. Control by Majority. The Holders of a majority in
principal amount of the Securities 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,
subject to Section 8.01, that the Trustee determines is unduly prejudicial to
the rights of other Securityholders or would involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction. Prior to
taking any action hereunder, the Trustee shall be entitled to


                                       41
<PAGE>
indemnification satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action.

            SECTION 7.06. Limitation on Suits. Except to enforce the right to
receive payment of principal, premium (if any) or interest when due, no
Securityholder may pursue any remedy with respect to this Indenture or the
Securities 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 principal amount of the
      Securities make a written request to the Trustee to pursue the remedy;

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

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

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

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

            SECTION 7.07. Rights of Holders to Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of principal of and interest on the Securities held by such Holder, on
or after the respective due dates expressed in the Securities, or to bring suit
for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.

            SECTION 7.08. Collection Suit by Trustee. If an Event of Default
specified in Section 7.01(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 then due and owing (together with interest on any
unpaid interest to the extent lawful) and the amounts provided for in Section
8.07.

            SECTION 7.09. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company, its creditors or
its property and, unless prohibited by law or applicable regulations, may vote
on behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions. The Trustee shall be entitled and empowered
to collect, receive and distribute any money or other property payable or
deliverable on any such claims, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable


                                       42
<PAGE>
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 8.07.

            SECTION 7.10.  Priorities.  If the Trustee collects any money or
property pursuant to this Article 7, it shall pay out the money or property
in the following order:

            FIRST: to the Trustee for amounts due under Section 8.07;

            SECOND: to holders of Senior Indebtedness of the Company to the
      extent required by Article 11;

            THIRD: to Securityholders for amounts due and unpaid on the
      Securities for principal and interest, ratably, without preference or
      priority of any kind, according to the amounts due and payable on the
      Securities for principal and interest, respectively; and

            FOURTH: to the Company.

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

            SECTION 7.11. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees, 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 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 7.07 or a suit by Holders of
more than 10% in principal amount of the Securities.

            SECTION 7.12. Waiver of Stay or Extension Laws. The Company (to the
extent it may lawfully do so) shall 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 wherever enacted, now or at any time hereafter in force, 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 shall not hinder, delay or impede the execution
of any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law had been enacted.

                                    ARTICLE 8

                                     Trustee

            SECTION 8.01. Duties of a Trustee. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this


                                       43
<PAGE>
Indenture, and use the same degree of care and skill in their exercise, as a
prudent Person would exercise or use under the circumstances in the conduct of
such Person's own affairs.

            (b) Except during the continuance of an Event of Default:

                  (1) the Trustee undertakes to perform such duties and only
      such duties as are specifically set forth in this Indenture and no implied
      covenants or obligations shall be read into this Indenture against the
      Trustee; and

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

            (c) 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:

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

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

                  (3) the Trustee shall not be liable with respect to any action
      it takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 7.05.

            (d) Every provision of this Indenture that in any way relates to the
Trustee, other than paragraph (g) of this Section, is subject to paragraphs (a),
(b) and (c) of this Section.

            (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

            (f) Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.

            (g) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.


                                       44
<PAGE>
            (h) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.

            SECTION 8.02. Rights of the Trustee. (a) The Trustee may
conclusively rely on any document believed by it to be genuine and to have been
signed or presented by the proper Person. The Trustee need not investigate any
fact or matter stated in the document.

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

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

            (d) Subject to Section 8.01(c), the Trustee shall not be liable for
any action it takes or omits to take in good faith which it believes to be
authorized or within its rights or powers.

            (e) The Trustee may consult with counsel, and the advice or opinion
of counsel with respect to legal matters relating to this Indenture and the
Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.

            SECTION 8.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar
or co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 8.10 and 8.11.

            SECTION 8.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement of the Company in the Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the
Trustee's certificate of authentication.

            SECTION 8.05. Notice of Defaults. If a Default occurs and is
continuing and if it is actually known to the Trustee, or upon written notice
from the Company or any Securityholder or upon a Payment Default, the Trustee
shall mail to each Securityholder notice of the Default within 90 days after it
occurs. Except in the case of a Default in payment of principal of or interest
on any Security (including payments pursuant to the mandatory redemption
provisions of such Security, if any), the Trustee may withhold the notice if and
so long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interests of Securityholders.


                                       45
<PAGE>
            SECTION 8.06. Reports by Trustee to Holders. By July 15 of each
year, beginning with the July 15 following the date of this Indenture, the
Trustee shall mail to each Securityholder a brief report dated as of May 15 of
each year that complies with TIA Section 313(a). The Trustee also shall comply
with TIA Section 313(b).

            A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and each stock exchange (if any) on which the
Securities are listed. The Company agrees to notify promptly the Trustee
whenever the Securities become listed on any stock exchange and of any delisting
thereof.

            SECTION 8.07. Compensation and Indemnity. The Company shall pay to
the Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable out-of-pocket expenses, disbursements and
advances incurred or made by it, including costs of collection, in addition to
the compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee's agents,
counsel, accountants and experts. The Company shall indemnify the Trustee
against any and all loss, liability or expense (including attorneys' reasonable
fees) incurred by it in connection with the administration of this trust and the
performance of its duties hereunder, including the costs and expenses of
enforcing this Indenture (including this Section 8.07) against the Company and
defending itself against any claim (whether asserted by any Securityholder or
any other Person) or liability in connection with the exercise or performance of
any of its powers or duties hereunder, except to the extent that any such loss,
liability or expense is attributable to its negligence or bad faith. The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder unless such failure prejudices the Company. The
Company shall defend the claim and the Trustee may have separate counsel and the
Company shall pay the fees and expenses of such counsel. The Company need not
reimburse any expense or indemnify against any loss, liability or expense
incurred by the Trustee through the Trustee's own willful misconduct, negligence
or bad faith. The Company need not pay for any settlement made by the Trustee
without the Company's consent, such consent not to be unreasonably withheld.

            To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee other than money or property held in trust to pay
principal of and interest on particular Securities.

            The Company's payment obligations, and the lien granted to the
Trustee, pursuant to this Section shall survive the discharge of this Indenture.
When the Trustee incurs expenses or renders services after the occurrence of a
Default specified in Section 7.01(7) or (8) with respect to the Company, the
expenses and the compensation for the services (including the fees and expenses
of its agents and counsel) are intended to constitute expenses of administration
under the Bankruptcy Law.

            SECTION 8.08. Replacement of Trustee. The Trustee may resign at any
time by so notifying the Company. The Holders of a majority in principal amount
of the Securities may


                                       46
<PAGE>
remove the Trustee by so notifying the Trustee and may appoint a successor
Trustee. The Company shall remove the Trustee if:

            (1) the Trustee fails to comply with Section 8.10;

            (2) the Trustee is adjudged bankrupt or insolvent;

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

            (4) the Trustee otherwise becomes incapable of acting.

            If the Trustee resigns, is removed by the Company or by the Holders
of a majority in principal amount of the Securities and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee.

            A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, provided that the
amounts owing to the Trustee hereunder have been paid and subject to the lien
provided for in Section 8.07.

            If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee or the Holders of
10% in principal amount of the Securities may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

            If the Trustee fails to comply with Section 8.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

            Notwithstanding the replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 8.07 shall continue for the
benefit of the retiring Trustee.

            SECTION 8.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee provided that such successor shall be
eligible and qualified under Section 8.10.

            In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities 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 Securities so


                                       47
<PAGE>
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have.

            SECTION 8.10. Eligibility; Disqualification. The Trustee shall at
all times satisfy the requirements of TIA Section 310(a). The Trustee shall have
a combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b); provided, however , that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

            SECTION 8.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                    ARTICLE 9

                       Discharge of Indenture; Defeasance

            SECTION 9.01. Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect (except as to any rights of
conversion, registration of transfer or exchange of Securities herein expressly
provided for and except as further provided below), and the Trustee, on demand
of and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

            (1) all Securities theretofore authorized and delivered (other than
      (x) Securities which have been destroyed, lost or stolen and which have
      been replaced or paid as provided in Section 2.09 and (y) Securities for
      whose payment money has therefore been deposited in trust and thereafter
      repaid to the Company as provided in Section 9.03, have been delivered to
      the Trustee for cancellation; or

            (2) all such Securities not theretofore delivered to the Trustee for
      cancellation (x) have become due and payable, (y) will become due and
      payable at the Stated Maturity within 90 days, or (z) have been called for
      redemption within 90 days under arrangements satisfactory to the Trustee
      for the giving of notice of redemption by the Trustee in the name, and at
      the expense, of the Company, and the Company has irrevocably deposited or
      caused to be irrevocably deposited with the Trustee or a Paying Agent
      (other than the Company or any of its Affiliates) as trust funds in trust
      for the purpose cash in an amount sufficient to pay and discharge the
      entire indebtedness on such Securities not theretofore delivered to the
      Trustee for cancellation, for principal and interest to the date of


                                       48
<PAGE>
      such deposit (in the case of Securities which have become due and payable)
      or to the Stated Maturity or Optional Redemption Date, as the case may be;

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

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

            Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 8.07 shall survive
and, if money shall have been deposited with the Trustee pursuant to clause (1)
of this Section, the provisions of Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.09,
4.02, 4.04, 4.06, 4.08, 4.09, 4.10, 4.11, 4.12 and 4.13, Article 5, Article 6
(with respect to Parent) and this Article 9 shall survive until the Securities
have been paid in full.

            SECTION 9.02. Application of Trust Money. Subject to the provisions
of Section 9.03, the Trustee or a Paying Agent shall hold in trust, for the
benefit of the Holders, all money deposited with it pursuant to Section 9.01 and
shall apply the deposited money in accordance with this Indenture and the
Securities to the payment of the principal of and interest on the Securities.
Money so held in trust shall not be subject to the subordination provisions of
Article 11.

            SECTION 9.03. Repayment to Company. The Trustee and the Paying Agent
shall promptly turn over to the Company upon request any excess money (i)
deposited with them pursuant to Section 9.01 and (ii) held by them at any time.

            The Trustee and each Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal or interest that
remains unclaimed for two years, and, thereafter, Securityholders entitled to
the money must look to the Company for payment as general creditors.

            SECTION 9.04. Reinstatement. If the Trustee or any Paying Agent is
unable to apply any money in accordance with Section 9.02 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company's obligations under this Indenture and the Securities shall be
revived and reinstated as though no deposit had occurred pursuant to Section
9.01 until such time as the Trustee or such Paying Agent is permitted to apply
all such money in accordance with Section 9.02; provided, however, that if the
Company has made any payment of the principal of or interest on any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive any such payment from
the money held by the Trustee or such Paying Agent.


                                       49
<PAGE>
                                   ARTICLE 10

                                   Amendments

            SECTION 10.01. Without Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without notice to or consent
of any Securityholder:

            (1) to cure any ambiguity, omission, defect or inconsistency;

            (2) to comply with Article 5;

            (3) to provide for uncertificated Securities in addition to or in
      place of certificated Securities; provided, however, that the
      uncertificated Securities are issued in registered form for purposes of
      Section 163(f) of the Code or in a manner such that the uncertificated
      Securities are described in Section 163(f)(2)(B) of the Code;

            (4) to appoint a successor Trustee;

            (5) to comply with any requirements of the SEC in connection with
      qualifying, or maintaining the qualification of, this Indenture under the
      TIA;

            (6) to make any change that does not adversely affect the rights of
      any Securityholder, including providing for the sale and resale of the
      Securities under Regulation S of the Securities Act; or

            (7) to release a Subsidiary Guaranty when permitted to do so by the
      terms of the Indenture.

            After an amendment under this Section becomes effective, the Company
shall mail to Securityholders a notice briefly describing such amendment. The
failure to give such notice to all Securityholders, or any defect therein, shall
not impair or affect the validity of an amendment under this Section.

            SECTION 10.02. With Consent of Holders. The Company and the Trustee
may amend this Indenture or the Securities without notice to any Securityholder
but with the written consent of the Holders of at least a majority in principal
amount of the Securities then outstanding (including consents obtained in
connection with a tender offer or exchange for the Securities). However, without
the written consent of each Securityholder affected thereby, an amendment may
not:

            (a) change the stated maturity of the principal of, or interest on,
      any Security;

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


                                       50
<PAGE>
            (c) reduce the amount of principal payable upon acceleration of the
      maturity of any Security;

            (d) change the time at which any Security may be redeemed in
      accordance with Article 3;

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

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

            (g) modify the subordination provisions of Article 11 or Article 13
      in a manner materially adverse to the Holders of Securities;

            (h) adversely affect the right of Holders to convert Securities
      other than as provided in or under Article 5 of this Indenture;

            (i) make any change in the Parent Guaranty or any Subsidiary
      Guaranty that would adversely affect the holders of Securities;

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

            (k) modify any of the provisions of this Section or Section 10.02,
      except to increase any such percentage or to provide that specified
      additional provisions of this Indenture cannot be modified or waived
      without the consent of the Holder of each outstanding Security affected
      thereby.

            It shall not be necessary for the consent of the Holders under this
Section 10.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

            After an amendment, supplement or waiver under this Section 10.02
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amendment, supplement or
waiver. An amendment or supplement under this Section 10.02 or under Section
10.01 may not make any change that adversely affects the rights under Article 11
of any holder of an issue of Senior Indebtedness unless the holders of that
issue, pursuant to its terms, consent to the change.

            SECTION 10.03.  Compliance with Trust Indenture.  Every amendment
to this Indenture or the Securities shall comply with the TIA as then in
effect.

            SECTION 10.04. Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent


                                       51
<PAGE>
Holder of that Security or portion of the Security that evidences the same debt
as the consenting Holder's Security, even if notation of the consent or waiver
is not made on the Security. However, any such Holder or subsequent Holder may
revoke the consent or waiver as to such Holder's Security or portion of the
Security if the Trustee receives the notice of revocation before the date the
amendment or waiver becomes effective. After an amendment or waiver becomes
effective, it shall bind every Securityholder. An amendment or waiver becomes
effective upon the execution of such amendment or waiver by the Trustee.

            The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Securityholders entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.

            SECTION 10.05. Notation on or Exchange of Securities. If an
amendment changes the terms of a Security, the Trustee may require the Holder of
the Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

            SECTION 10.06. Trustee to Sign Amendments. The Trustee shall sign
any amendment authorized pursuant to this Article 9 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing any amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to 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 10.07. Payment for Consent. Neither the Company nor any
Affiliate of the Company shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.

                                   ARTICLE 11

                                  Subordination

            SECTION 11.01. Agreement to Subordinate. The Company agrees, and
each Securityholder by accepting a Security agrees, that the Indebtedness
evidenced by the Securities is subordinated in right of payment, to the extent
and in the manner provided in this Article 11, to


                                       52
<PAGE>
the prior payment in full in cash of all Obligations with respect to Senior
Indebtedness of the Company and that the subordination is for the benefit of and
enforceable by the holders of such Senior Indebtedness. The Securities shall in
all respects rank pari passu with all other Senior Subordinated Indebtedness of
the Company and only Indebtedness of the Company which is Senior Indebtedness
shall rank senior to the Securities in accordance with the provisions set forth
herein. All provisions of this Article 11 shall be subject to Section 11.12.

            SECTION 11.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of the Company to creditors upon a total
or partial liquidation or a total or partial dissolution or winding up of the
Company or upon any assignment for the benefit of creditors or marshalling of
assets of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property,
whether voluntary or involuntary:

            (1) the holders of Senior Indebtedness of the Company shall be
      entitled to receive payment in full in cash of all Obligations with
      respect to such Senior Indebtedness (including all interest accruing
      subsequent to the filing of a petition in bankruptcy at the rate provided
      for in the documentation with respect thereto, whether or not such
      interest is an allowed claim under applicable law) before Securityholders
      shall be entitled to receive any payment or distribution with respect to
      the Securities; and

            (2) until all Obligations with respect to such Senior Indebtedness
      are paid in full in cash, any payment or distribution to which
      Securityholders would be entitled but for this Article 11 shall be made to
      holders of such Senior Indebtedness as their interests may appear, except
      that Securityholders may receive, in exchange for the Securities in any
      proceeding of the type described above in this Section 11.02, (x) equity
      securities of the Company which, in any case, do not provide for any
      mandatory redemption or similar retirement prior to the maturity of the
      Securities or (y) unsecured debt securities of the Company which are
      subordinated to at least the same extent as the Securities to the payment
      of all Senior Indebtedness of the Company and which, in any case, do not
      mature or become subject to a mandatory redemption obligation prior to the
      maturity of the Securities.

            SECTION 11.03. Default on Senior Indebtedness. The Company may not
pay (in cash, property or other assets) the principal of, premium, if any, or
interest on the Securities or make any deposit pursuant to Section 11.01 and may
not repurchase, redeem or (except for Securities delivered to the Trustee
pursuant to the second sentence of paragraph 6 of the Securities) otherwise
retire any Securities (collectively, "pay the Securities") if either of the
following occurs (each a "Payment Default"): (1) any Obligations with respect to
Senior Indebtedness are not paid in full when due or (2) any other default on
Senior Indebtedness occurs and the maturity of such Senior Indebtedness is
accelerated in accordance with its terms unless, in either case, (x) the default
has been cured or waived and any such acceleration has been rescinded in writing
or (y) such Senior Indebtedness has been paid in full in cash; provided,
however, that the Company may pay the Securities without regard to the foregoing
if the Company and the Trustee receive written notice approving such payment
from the


                                       53
<PAGE>
Representative of such Senior Indebtedness. During the continuance of any
default (other than a default described in clause (1) or (2) of the preceding
sentence) with respect to any Designated Senior Indebtedness pursuant to which
the maturity thereof may be accelerated immediately without further notice
(except such notice as may be required to effect such acceleration) or the
expiration of any applicable grace periods, the Company may not pay the
Securities for a period (a "Payment Blockage Period") commencing upon the
receipt by the Company and the Trustee of written notice (a "Blockage Notice")
of such default from the Representative of such Designated Senior Indebtedness
specifying an election to effect a Payment Blockage Period and ending 179 days
thereafter or earlier if such Payment Blockage Period is terminated:

            (1) by written notice to the Trustee and the Company from the Person
      or Persons who gave such Blockage Notice;

            (2) because no defaults continue in existence which would permit the
      acceleration of the maturities of any Designated Senior Indebtedness at
      such time; or

            (3) because such Designated Senior Indebtedness has been repaid in
      full in cash.

Notwithstanding the provisions described above, unless the holders of such
Designated Senior Indebtedness or the Representative of such holders shall have
accelerated the maturity of such Designated Senior Indebtedness, or any Payment
Default otherwise exists, the Company may resume payments on the Securities
after termination of such Payment Blockage Period. The Securities shall not be
subject to more than one Payment Blockage Period in any consecutive 360-day
period, except that if any Blockage Notice is delivered to the Trustee by or on
behalf of holders of Designated Senior Indebtedness (other than holders of the
Bank Indebtedness), a Representative of holders of Bank Indebtedness may give
another Blockage Notice within such period. However, in no event may the total
number of days during which any Payment Blockage Period or Periods is in effect
exceed 179 days in the aggregate during any 360 consecutive day period, and
there must be 181 days during any 360-day consecutive period during which no
Payment Blockage Period is in effect.

            For purposes of this Section, no default or event of default which
existed or was continuing on the date of the commencement of any Payment
Blockage Period with respect to the Designated Senior Indebtedness initiating
such Payment Blockage Period shall be, or be made, the basis of the commencement
of a subsequent Payment Blockage Period by the Representative of such Designated
Senior Indebtedness, whether or not within a period of 360 consecutive days,
unless such default or event of default shall have been cured or waived for a
period of not less than 90 consecutive days (it being acknowledged and agreed
that (x) any default or event of default as a result of a continued failure to
meet a financial covenant or test for a period ended subsequent to the
commencement of a Payment Blockage Period shall constitute a new default or
event of default, as the case may be, and shall be deemed not to be a continuing
default or event of default, as the case may be, for purposes of this sentence
and (y) any subsequent action which would give rise to a default or an event of
default pursuant to any provision under which a default or event of default
previously existed or was continuing shall constitute a new default or event of
default, as the case may be, for this purpose and shall


                                       54
<PAGE>
be deemed not to be a continuing default or event of default, as the case may
be, for purposes of this sentence).

            SECTION 11.04. Acceleration of Payment of Securities. If payment of
the Securities is accelerated because of an Event of Default, the Company or the
Trustee shall promptly notify the holders of the Designated Senior Indebtedness
(or their Representatives) of the acceleration. If any Designated Senior
Indebtedness is outstanding at the time of such acceleration, neither the
Company nor any Subsidiary Guarantor may pay the Securities until five Business
Days after the Representatives of all the issues of Designated Senior
Indebtedness receive notice of such acceleration and, thereafter, may pay the
Securities only if the Indenture otherwise permits payment at that time.

            SECTION 11.05. When Distribution Must Be Paid Over. If a
distribution is made to Securityholders that because of this Article 11 should
not have been made to them, the Securityholders who receive the distribution
shall hold it in trust for holders of Senior Indebtedness of the Company and pay
it over to them as their interests may appear.

            SECTION 11.06. Subrogation. After all Senior Indebtedness of the
Company is paid in full in cash and until the Securities are paid in full,
Securityholders shall be subrogated to the rights of holders of such Senior
Indebtedness to receive distributions applicable to such Senior Indebtedness. A
distribution made under this Article 11 to holders of such Senior Indebtedness
which otherwise would have been made to Securityholders is not, as between the
Company and Securityholders, a payment by the Company on such Senior
Indebtedness.

            SECTION 11.07.  Relative Rights.  This Article 11 defines the
relative rights of Securityholders and holders of Senior Indebtedness of the
Company.  Nothing in this Indenture shall:

            (1) impair, as between the Company and Securityholders, the
      obligation of the Company, which is absolute and unconditional, to pay
      principal of and interest on the Securities in accordance with their
      terms; or

            (2) prevent the Trustee or any Securityholder from exercising its
      available remedies upon a Default, subject to the rights of holders of
      Senior Indebtedness of the Company to receive distributions otherwise
      payable to Securityholders.

            SECTION 11.08. Subordination May Not Be Impaired by Company. No
right of any holder of Senior Indebtedness of the Company to enforce the
subordination of the Indebtedness evidenced by the Securities shall be impaired
by any act or failure to act by the Company or by its failure to comply with
this Indenture.

            SECTION 11.09. Rights of Trustee and Paying Agent. Notwithstanding
Section 11.03, the Trustee or Paying Agent may continue to make payments on the
Securities and shall not be charged with knowledge of the existence of facts
that would prohibit the making of any such payments unless, not less than two
Business Days prior to the date of such payment, a Trust Officer of the Trustee
receives notice satisfactory to it that payments may not be made


                                       55
<PAGE>
under this Article 11. The Company, the Registrar or co-registrar, the Paying
Agent, a Representative or a holder of Senior Indebtedness may give the notice.

            The Trustee in its individual or any other capacity may hold Senior
Indebtedness of the Company with the same rights it would have if it were not
Trustee. The Registrar and co-registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article 11 with respect to any Senior Indebtedness of the Company which may
at any time be held by it, to the same extent as any other holder of such Senior
Indebtedness; and nothing in Article 8 shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article 11 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 8.07.

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

            SECTION 11.11. Article 11 Not to Prevent Events of Default or Limit
Right to Accelerate. The failure to make a payment pursuant to the Securities by
reason of any provision in this Article 11 shall not be construed as preventing
the occurrence of a Default. Nothing in this Article 11 shall have any effect on
the right of the Securityholders or the Trustee to accelerate the maturity of
the Securities.

            SECTION 11.12. Trust Moneys Not Subordinated. Notwithstanding
anything contained herein to the contrary, payments from money held in trust
under Article 9 by the Trustee for the payment of principal of and interest on
the Securities shall not be subordinated to the prior payment of any Senior
Indebtedness or subject to the restrictions set forth in this Article 11, and
none of the Securityholders shall be obligated to pay over any such amount to
the Company or any holder of Senior Indebtedness of the Company or any other
creditor of the Company, so long as the foregoing subordination provisions
contained in this Article 11 were not violated at the time the respective
amounts were deposited pursuant to the defeasance provisions of Article 9.

            SECTION 11.13. Trustee Entitled to Rely. Upon any payment or
distribution pursuant to this Article 11, the Trustee and the Securityholders
shall be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 11.02
are pending, (ii) upon a certificate of the liquidating trustee or agent or
other Person making such payment or distribution to the Trustee or to the
Securityholders or (iii) upon the Representatives for the holders of Senior
Indebtedness of the Company for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of such 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. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness of the Company to participate
in any payment or distribution pursuant to this Article 11, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of such Senior Indebtedness held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and other facts pertinent to the rights of


                                       56
<PAGE>
such Person under this Article 11, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment. The provisions of Sections
8.01 and 8.02 shall be applicable to all actions or omissions of actions by the
Trustee pursuant to this Article 11.

            SECTION 11.14. Trustee to Effectuate Subordination. Each
Securityholder by accepting a Security authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Securityholders and the holders of
Senior Indebtedness of the Company as provided in this Article 11 and appoints
the Trustee as attorney-in-fact for any and all such purposes.

            SECTION 11.15. Trustee Not Fiduciary for Holders of Senior
Indebtedness. 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 it
shall mistakenly pay over or distribute to Securityholders or the Company or any
other Person, money or assets to which any holders of Senior Indebtedness of the
Company shall be entitled by virtue of this Article 11 or otherwise.

            SECTION 11.16. Reliance by Holders of Senior Indebtedness on
Subordination Provisions. Each Securityholder by accepting a Security
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness of the Company, whether such Senior Indebtedness was created or
acquired before or after the issuance of the Securities, to acquire and continue
to hold, or to continue to hold, such Senior Indebtedness and such holder of
such Senior Indebtedness shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness.

                                   ARTICLE 12

                                   Guaranties

            SECTION 12.01. Guaranties. Each Guarantor hereby unconditionally and
irrevocably guarantees, jointly and severally, on a senior subordinated basis,
to each Holder and to the Trustee and its successors and assigns (a) the full
and punctual payment of principal of and interest on the Securities when due,
whether at maturity, by acceleration, by redemption or otherwise, and all other
monetary obligations of the Company under this Indenture and the Securities and
(b) the full and punctual performance within applicable grace periods of all
other obligations of the Company under this Indenture and the Securities (all
the foregoing being hereinafter collectively called the "Indenture
Obligations"). Each Guarantor further agrees that the Indenture Obligations may
be extended or renewed, in whole or in part, without notice or further assent
from such Guarantor and that such Guarantor will remain bound under this Article
11 notwithstanding any extension or renewal of any Indenture Obligation.

            Each Guarantor waives presentation to, demand of, payment from and
protest to the Company of any of the Indenture Obligations and also waives
notice of protest for nonpayment. Each Guarantor waives notice of any default
under the Securities or the Indenture Obligations. The obligations of each
Guarantor hereunder shall not be affected by (a) the failure of any Holder or
the Trustee to assert any claim or demand or to enforce any right or remedy


                                       57
<PAGE>
against the Company or any other Person under this Indenture, the Securities or
any other agreement or otherwise; (b) any extension or renewal of any thereof;
(c) any rescission, waiver, amendment or modification of any of the terms or
provisions of this Indenture, the Securities or any other agreement; (d) the
release of any security held by any Holder or the Trustee for the Indenture
Obligations or any of them; (e) the failure of any Holder or the Trustee to
exercise any right or remedy against any other guarantor of the Indenture
Obligations; or (f) any change in the ownership of such Guarantor.

            Each Guarantor further agrees that its Guaranty herein constitutes a
guarantee of payment, performance and compliance when due (and not a guarantee
of collection) and waives any right to require that any resort be had by any
Holder or the Trustee to any security held for payment of the Indenture
Obligations.

            Each Guaranty is, to the extent and in the manner set forth in
Article 13, subordinated and subject in right of payment to the prior payment in
full in cash of all Obligations with respect to all Senior Indebtedness of the
Guarantor giving such Guaranty and each Guaranty is made subject to such
provisions of this Indenture.

            Except as expressly set forth in Sections 9.01, 12.02 and 12.06, the
obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense of setoff, counterclaim, recoupment or termination whatsoever or
by reason of the invalidity, illegality or unenforceability of the Indenture
Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Guarantor herein shall not be discharged or impaired or
otherwise affected by the failure of any Holder or the Trustee to assert any
claim or demand or to enforce any remedy under this Indenture, the Securities or
any other agreement, by any waiver or modification of any thereof, by any
default, failure or delay, willful or otherwise, in the performance of the
obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of
such Guarantor or would otherwise operate as a discharge of such Guarantor as a
matter of law or equity.

            Each Guarantor further agrees that its Guarantee herein shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal of or interest on any Indenture
Obligation is rescinded or must otherwise be restored by any Holder or the
Trustee upon the bankruptcy or reorganization of the Company or otherwise.

            In furtherance of the foregoing and not in limitation of any other
right which any Holder or the Trustee has at law or in equity against any
Guarantor by virtue hereof, upon the failure of the Company to pay the principal
of or interest on any Indenture Obligation when and as the same shall become
due, whether at maturity, by acceleration, by redemption or otherwise, or to
perform or comply with any other Indenture Obligation, each Guarantor hereby
promises to and will, upon receipt of written demand by the Trustee, forthwith
pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal
to the sum of (1) the unpaid amount of such Indenture Obligations, (2) accrued
and unpaid interest on such Indenture Obligations (but only to the extent not
prohibited by law) and (3) all other monetary Indenture Obligations of the
Company to the Holders and the Trustee.


                                       58
<PAGE>
            Each Guarantor agrees that it shall not be entitled to any right of
subrogation in respect of any Indenture Obligations guaranteed hereby until
payment in full of all Indenture Obligations and all obligations to which the
Indenture Obligations are subordinated as provided in Article 13. Each Guarantor
further agrees that, as between it, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the Indenture Obligations
Guaranteed hereby may be accelerated as provided in Article 7 for the purposes
of such Guarantor's Guaranty herein, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Indenture
Obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article 7, such Indenture
Obligations (whether or not due and payable) shall forthwith become due and
payable by such Guarantor for the purposes of this Section.

            Each Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys' fees) incurred by the Trustee or any Holder in
enforcing any rights under this Section.

            SECTION 12.02. Limitation on Liability; Contribution. Any term or
provision of this Indenture to the contrary notwithstanding, the maximum,
aggregate amount of the Indenture Obligations guaranteed hereunder by any
Subsidiary Guarantor shall not exceed the maximum amount that can be hereby
guaranteed without rendering this Indenture, as it relates to such Subsidiary
Guarantor, voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer or similar laws affecting the rights of creditors generally.

            Each Subsidiary Guarantor that makes a payment under its Subsidiary
Guaranty will be entitled to a contribution from each other Subsidiary Guarantor
in an amount equal to such other Subsidiary Guarantor's pro rata portion of such
payment based on the respective net assets of all the Subsidiary Guarantors at
the time of such payment determined in accordance with GAAP.

            SECTION 12.03. Successors and Assigns. This Article 12 shall be
binding upon each Guarantor and its successors and assigns and shall inure to
the benefit of the successors and assigns of the Trustee and the Holders and, in
the event of any transfer or assignment of rights by any Holder or the Trustee,
the rights and privileges conferred upon that party in this Indenture and in the
Securities shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions of this Indenture.

            SECTION 12.04. No Waiver. Neither a failure nor a delay on the part
of either the Trustee or the Holders in exercising any right, power or privilege
under this Article 12 shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise of any right,
power or privilege. The rights, remedies and benefits of the Trustee and the
Holders herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have under this Article 12 at law,
in equity, by statute or otherwise.

            SECTION 12.05. Modification. No modification, amendment or waiver of
any provision of this Article 12, nor the consent to any departure by any
Guarantor therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Trustee, and then


                                       59
<PAGE>
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. No notice to or demand on any Guarantor in any case
shall entitle such Guarantor to any other or further notice or demand in the
same, similar or other circumstances.

            SECTION 12.06. Release of Subsidiary Guarantor. Upon the sale
(including any sale pursuant to any exercise of remedies by a holder of Senior
Indebtedness) or other disposition (including by way of consolidation or merger)
of a Subsidiary Guarantor or the sale or disposition of all or substantially all
the assets of such Subsidiary Guarantor (in each case other than to the Company
or an Affiliate of the Company), such Subsidiary Guarantor shall be deemed
released from all obligations under this Article 12 without any further action
required on the part of the Trustee or any Holder. At the request of the
Company, the Trustee shall execute and deliver an appropriate instrument
evidencing such release.

                                   ARTICLE 13

                           Subordination of Guaranties

            SECTION 13.01. Agreement to Subordinate. Each Guarantor agrees, and
each Securityholder by accepting a Security agrees, that the Indenture
Obligations (as used in this Article 13, the "Indenture Obligations" of each
Guarantor shall mean all Indenture Obligations guaranteed by such Guarantor
pursuant to Article 12 hereof) of such Guarantor are subordinated in right of
payment, to the extent and in the manner provided in this Article 13, to the
prior payment in full in cash of all Obligations with respect to Senior
Indebtedness of such Guarantor and that the subordination is for the benefit of
and enforceable by the holders of such Senior Indebtedness. The Indenture
Obligations of a Guarantor shall in all respects rank pari passu with all other
Senior Subordinated Indebtedness of such Guarantor and only Senior Indebtedness
of such Guarantor (including such Guarantor's Guarantee of Senior Indebtedness
of the Company) shall rank senior to the Indenture Obligations of such Guarantor
in accordance with the provisions set forth herein.

            SECTION 13.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of any Guarantor to creditors upon a total
or partial liquidation or a total or partial dissolution or winding up of such
Guarantor or upon any assignment for the benefit of creditors or marshalling of
assets for such Guarantor or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to such Guarantor or its property,
whether voluntary or involuntary:

            (1) the holders of Senior Indebtedness of such Guarantor shall be
      entitled to receive payment in full in cash of all Obligations with
      respect to such Senior Indebtedness (including all interest accruing
      subsequent to the filing of a petition in bankruptcy at the rate provided
      for in the documentation with respect thereto, whether or not such
      interest is an allowed claim under applicable law) before Securityholders
      shall be entitled to receive any payment or distribution with respect to
      any Indenture Obligations of such Guarantor; and

            (2) until all Obligations with respect to the Senior Indebtedness of
      any Guarantor is paid in full in cash, any payment or distribution to
      which


                                       60
<PAGE>
      Securityholders would be entitled but for this Article 13 shall be made to
      holders of such Senior Indebtedness as their interests may appear, except
      that securityholders may, in any proceeding of the type described in
      Section 11.02 with respect to such Guarantor, receive securities of the
      Parent and/or the Company as provided in clause (2) of Section 11.02,
      which, in the case of debt securities of the Company, may be guaranteed by
      the Guarantors on substantially the same basis as provided in Article 12,
      so long as such guarantees are expressly subordinated to all Senior
      Indebtedness at least to the same extent as provided in this Article 13.

            SECTION 13.03. Default on Senior Indebtedness of Guarantor. No
Guarantor may make any payment (in cash, property or other assets) pursuant to
any of its Indenture Obligations or repurchase, redeem or otherwise retire or
defease any Securities or other Indenture Obligations (collectively, "pay its
Guaranty") if either of the following Payment Default occurs: (1) any
Obligations with respect to Senior Indebtedness of the Company is not paid in
full when due or (2) any other default on Senior Indebtedness of the Company
occurs and the maturity of such Senior Indebtedness is accelerated in accordance
with its terms unless, in either case, (x) the default has been cured or waived
and any such acceleration has been rescinded in writing or (y) such Senior
Indebtedness has been paid in full in cash; provided, however, that any
Guarantor may pay its Guaranty without regard to the foregoing if such Guarantor
and the Trustee receive written notice approving such payment from the
Representatives of such Senior Indebtedness. No Guarantor may pay its Guaranty
during the continuance of any Payment Blockage Period after receipt by the
Company and the Trustee (with a copy to the Company) of a Blockage Notice under
Section 11.03. Notwithstanding the provisions described in the immediately
preceding sentence (but subject to the provisions contained in the first
sentence of this Section), unless the holders of Designated Senior Indebtedness
giving such Blockage Notice or the Representative of such holders shall have
accelerated the maturity of such Designated Senior Indebtedness, any Guarantor
may resume payments pursuant to its Guaranty after termination of such Payment
Blockage Period.

            SECTION 13.04. Demand for Payment. If a demand for payment is made
on a Guarantor pursuant to Article 12, the Trustee shall promptly notify the
holders of the Designated Senior Indebtedness (or their Representatives) of such
demand. If any Designated Senior Indebtedness is outstanding at the time of such
acceleration, neither the Company nor any Subsidiary Guarantor may pay the
Securities until five Business Days after the Representatives of all the issues
of Designated Senior Indebtedness receive notice of such acceleration and,
thereafter, may pay the Securities only if the Indenture otherwise permits
payment at that time.

            SECTION 13.05. When Distribution Must Be Paid Over. If a
distribution is made to Securityholders that because of this Article 13 should
not have been made to them, the Securityholders who receive the distribution
shall hold it in trust for holders of the relevant Senior Indebtedness and pay
it over to them or their Representatives as their interests may appear.

            SECTION 13.06. Subrogation. After all Senior Indebtedness of a
Guarantor is paid in full in cash and until the Securities are paid in full,
Securityholders shall be subrogated to the rights of holders of such Senior
Indebtedness to receive distributions applicable to Senior


                                       61
<PAGE>
Indebtedness. A distribution made under this Article 13 to holders of such
Senior Indebtedness which otherwise would have been made to Securityholders is
not, as between the relevant Guarantor and Securityholders, a payment by such
Guarantor on such Senior Indebtedness.

            SECTION 13.07.  Relative Rights.  This Article 13 defines the
relative rights of Securityholders and holders of Senior Indebtedness of a
Guarantor.  Nothing in this Indenture shall:

            (1) impair, as between a Guarantor and Securityholders, the
      obligation of such Guarantor, which is absolute and unconditional, to pay
      the Indenture Obligations to the extent set forth in Article 11 or the
      relevant Guaranty; or

            (2) prevent the Trustee or any Securityholder from exercising its
      available remedies upon a default by such Guarantor under the Indenture
      Obligations, subject to the rights of holders of Senior Indebtedness of
      such Guarantor to receive distributions otherwise payable to
      Securityholders.

            SECTION 13.08. Subordination May Not Be Impaired by Company. No
right of any holder of Senior Indebtedness of any Guarantor to enforce the
subordination of the Indenture Obligations of such Guarantor shall be impaired
by any act or failure to act by such Guarantor or by its failure to comply with
this Indenture.

            SECTION 13.09. Rights of Trustee and Paying Agent. Notwithstanding
Section 13.03, the Trustee or Paying Agent may continue to make payments on any
Guaranty and shall not be charged with knowledge of the existence of facts that
would prohibit the making of any such payments unless, not less than two
Business Days prior to the date of such payment, a Trust Officer of the Trustee
receives written notice satisfactory to it that payments may not be made under
this Article 13. The Company, the relevant Guarantor, the Registrar or
co-registrar, the Paying Agent, a Representative or a holder of Senior
Indebtedness of the relevant Guarantor may give the notice.

            The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not the Trustee. The
Registrar and co-registrar and the Paying Agent may do the same with like
rights. The Trustee shall be entitled to all the rights set forth in this
Article 13 with respect to any Senior Indebtedness of any Guarantor which may at
any time be held by it, to the same extent as any other holder of Senior
Indebtedness; and nothing in Article 8 shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article 13 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 8.07.

            SECTION 13.10. Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness
of any Guarantor, the distribution may be made and the notice given to their
Representative (if any).

            SECTION 13.11. Article 13 Not to Prevent Defaults Under a Guaranty
or Limit Right to Demand Payment. The failure to make a payment pursuant to a
Guaranty by reason of any provision in this Article 13 shall not be construed as
preventing the occurrence of a default under such Guaranty. Nothing in this
Article 13 shall have any effect on the right of the


                                       62
<PAGE>
Securityholders or the Trustee to make a demand for payment on any Guarantor
pursuant to Article 12 or the relevant Guaranty.

            SECTION 13.12. Trustee Entitled to Rely. Upon any payment or
distribution pursuant to this Article 13, the Trustee and the Securityholders
shall be entitled to rely (1) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 13.02
are pending, (2) upon a certificate of the liquidating trustee or agent or other
Person making such payment or distribution to the Trustee or to the
Securityholders or (3) upon the Representatives for the holders of Senior
Indebtedness of any Guarantor for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of such
Senior Indebtedness and other indebtedness of such Guarantor, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article 13. In the event that the
Trustee determines, in good faith, that evidence is required with respect to the
right of any Person as a holder of Senior Indebtedness of any Guarantor to
participate in any payment or distribution pursuant to this Article 13, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness of such
Guarantor held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article 13, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. The
provisions of Sections 8.01 and 8.02 shall be applicable to all actions or
omissions of actions by the Trustee pursuant to this Article 13.

            SECTION 13.13. Trustee to Effectuate Subordination. Each
Securityholder by accepting a Security authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Securityholders and the holders of
Senior Indebtedness of any Guarantor as provided in this Article 13 and appoints
the Trustee as attorney-in-fact for any and all such purposes.

            SECTION 13.14. Trustee Not Fiduciary for Holders of Senior
Indebtedness of Guarantor. The Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness of any Guarantor and shall not be
liable to any such holders if it shall mistakenly pay over or distribute to
Securityholders or the Company or any other Person, money or assets to which any
holders of such Senior Indebtedness shall be entitled by virtue of this Article
13 or otherwise.

            SECTION 13.15. Reliance by Holders of Senior Indebtedness on
Subordination Provisions. Each Securityholder by accepting a Security
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness of any Guarantor, whether such Senior Indebtedness was created or
acquired before or after the issuance of the Securities, to acquire and continue
to hold, or to continue to hold, such Senior Indebtedness and such holder of
Senior Indebtedness shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness.


                                       63
<PAGE>
                                   ARTICLE 14

                                   Miscellaneous

            SECTION 14.01. 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 14.02.  Notices.  Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail addressed as
follows:

            if to Parent or the Company:

            Fairchild Semiconductor Corporation
            82 Running Hill Road
            South Portland, Maine  04106
            Attention:  General Counsel

            if to the Trustee:

            The Bank of New York
            114 West 47th Street
            New York, New York  10036
            Attention:  Corporate Trust Division

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

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

            SECTION 14.03. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).

            SECTION 14.04. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take or refrain
from taking any action under this Indenture, the Company shall furnish to the
Trustee:

            (1) an Officers' Certificate in form and substance reasonably
      satisfactory to the Trustee stating that, in the opinion of the signers,
      all conditions


                                       64
<PAGE>
      precedent, if any, provided for in this Indenture relating to the proposed
      action have been complied with; and

            (2) an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee stating that, in the opinion of such counsel,
      all such conditions precedent have been complied with.

            SECTION 14.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

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

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

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

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

            SECTION 14.06. When Securities Disregarded. In determining whether
the Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Company, Parent or by any
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or Parent shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which the Trustee knows are so owned shall be so
disregarded. Also, subject to the foregoing, only Securities outstanding at the
time shall be considered in any such determination.

            SECTION 14.07. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Securityholders.
The Registrar and the Paying Agent may make reasonable rules for their
functions.

            SECTION 14.08. Legal Holidays. A "Legal Holiday" is a Saturday, a
Sunday or a day on which banking institutions are not required to be open in the
State of New York. If a payment date is a Legal Holiday, payment shall be made
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period. If a regular record date is a Legal Holiday,
the record date shall not be affected.

            SECTION 14.09. Governing Law. This Indenture and the Securities
shall be governed by, and construed in accordance with, the laws of the State of
New York but without


                                       65
<PAGE>
giving effect to applicable principles of conflicts of law to the extent that
the application of the laws of another jurisdiction would be required thereby.

            SECTION 14.10. No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Company or any Guarantor shall not have
any liability for any obligations of the Company or any Guarantor under the
Securities, any Guaranty or this Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. By accepting a Security,
each Securityholder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Securities.

            SECTION 14.11.  Successors.  All agreements of the Company in
this Indenture and the Securities shall bind its successors.  All agreements
of the Trustee in this Indenture shall bind its successors.

            SECTION 14.12.  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.

            SECTION 14.13. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

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


                                    FAIRCHILD SEMICONDUCTOR CORPORATION,



                                    by _______________________________________
                                       Name:   Matthew W. Towse
                                       Title:  Vice President, Treasurer


                                    FAIRCHILD SEMICONDUCTOR INTERNATIONAL,
                                      INC.,



                                    by _______________________________________
                                       Name:   Matthew W. Towse
                                       Title:  Vice President, Treasurer


                                       66
<PAGE>
                                    FAIRCHILD SEMICONDUCTOR CORPORATION OF
                                    CALIFORNIA,



                                    by _______________________________________
                                       Name:   Matthew W. Towse
                                       Title:  Vice President


                                    QT OPTOELECTRONICS, INC.,


                                    by _______________________________________
                                       Name:   Matthew W. Towse
                                       Title:  Vice President


                                    QT OPTOELECTRONICS,


                                    by _______________________________________
                                       Name:   Matthew W. Towse
                                       Title:  Vice President


                                    KOTA MICROCIRCUITS, INC.,


                                    by _______________________________________
                                       Name:   Matthew W. Towse
                                       Title:  Vice President


                                    THE BANK OF NEW YORK, as Trustee,


                                    by _______________________________________
                                       Name:
                                       Title:



                                       67
<PAGE>
                                    EXHIBIT A



                           [FORM OF FACE OF SECURITY]

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

            [THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY AND THE SHARES OF
COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY


-----------

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


                                      A-1
<PAGE>
BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES
ACT PROVIDED BY RULE 144A THEREUNDER.](2)

            [THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY
AND FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. THAT (A) THIS SECURITY AND THE
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR
INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THIS SECURITY
EXCEPT AS PERMITTED UNDER THE SECURITIES ACT.](2)

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

            THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED TO, AND EACH PURCHASER
BY ITS PURCHASE OF THIS SECURITY SHALL BE DEEMED TO HAVE REPRESENTED AND
COVENANTED THAT IT IS NOT ACQUIRING THIS SECURITY FOR OR ON BEHALF OF, AND WILL
NOT TRANSFER THIS SECURITY TO, ANY EMPLOYEE BENEFIT PLAN (A "PLAN") AS DEFINED
IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), EXCEPT THAT SUCH PURCHASE FOR OR ON BEHALF OF A PLAN SHALL BE
PERMITTED:

            (I) TO THE EXTENT SUCH PURCHASE IS MADE BY OR ON BEHALF OF A BANK
      COLLECTIVE INVESTMENT FUND

-----------

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


                                      A-2
<PAGE>
      MAINTAINED BY THE PURCHASER IN WHICH NO PLAN (TOGETHER WITH ANY OTHER
      PLANS MAINTAINED BY THE SAME EMPLOYER OR EMPLOYEE ORGANIZATION) HAS AN
      INTEREST IN EXCESS OF 10% OF THE TOTAL ASSETS IN SUCH COLLECTIVE
      INVESTMENT FUND, AND THE OTHER APPLICABLE CONDITIONS OF PROHIBITED
      TRANSACTION CLASS EXEMPTION 91-38 ISSUED BY THE DEPARTMENT OF LABOR ARE
      SATISFIED;

            (II) TO THE EXTENT SUCH PURCHASE IS MADE BY OR ON BEHALF OF AN
      INSURANCE COMPANY POOLED SEPARATE ACCOUNT MAINTAINED BY THE PURCHASER IN
      WHICH, AT ANY TIME WHILE THESE SECURITIES ARE OUTSTANDING, NO PLAN
      (TOGETHER WITH ANY OTHER PLANS MAINTAINED BY THE SAME EMPLOYER OR EMPLOYEE
      ORGANIZATION) HAS AN INTEREST IN EXCESS OF 10% OF THE TOTAL OF ALL ASSETS
      IN SUCH POOLED SEPARATE ACCOUNT, AND THE OTHER APPLICABLE CONDITIONS OF
      PROHIBITED TRANSACTION CLASS EXEMPTION 90-1 ISSUED BY THE DEPARTMENT OF
      LABOR ARE SATISFIED;

            (III) TO THE EXTENT SUCH PURCHASE IS MADE BY AN INVESTMENT FUND ON
      BEHALF OF A PLAN BY (A) AN INVESTMENT ADVISER REGISTERED UNDER THE
      INVESTMENT ADVISERS ACT OF 1940, AS AMENDED (THE "1940 ACT"), THAT HAD AS
      OF THE LAST DAY OF ITS MOST RECENT FISCAL YEAR TOTAL ASSETS UNDER ITS
      MANAGEMENT AND CONTROL IN EXCESS OF $50.0 MILLION AND HAD STOCKHOLDERS' OR
      PARTNERS' EQUITY IN EXCESS OF $750,000, AS SHOWN IN ITS MOST RECENT
      BALANCE SHEET PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
      PRINCIPLES, OR (B) A BANK AS DEFINED IN SECTION 202(A)(2) OF THE 1940 ACT
      WITH EQUITY CAPITAL IN EXCESS OF $1.0 MILLION AS OF THE LAST DAY OF ITS
      MOST RECENT FISCAL YEAR, OR (C) AN INSURANCE COMPANY WHICH IS QUALIFIED
      UNDER THE LAWS OF MORE THAN ONE STATE TO MANAGE, ACQUIRE OR DISPOSE OF ANY
      ASSETS OF A PENSION OR WELFARE PLAN, WHICH INSURANCE COMPANY HAS AS OF THE
      LAST DAY OF ITS MOST RECENT FISCAL YEAR, NET WORTH IN EXCESS OF $1.0
      MILLION AND WHICH IS SUBJECT TO SUPERVISION AND EXAMINATION BY A STATE
      AUTHORITY HAVING SUPERVISION OVER INSURANCE COMPANIES AND, IN ANY CASE,
      SUCH INVESTMENT ADVISER, BANK OR INSURANCE COMPANY IS OTHERWISE A
      QUALIFIED PROFESSIONAL ASSET MANAGER, AS SUCH TERM IS USED IN PROHIBITED
      TRANSACTION CLASS EXEMPTION 84-14 ISSUED BY THE DEPARTMENT OF LABOR, AND
      THE ASSETS OF SUCH PLAN WHEN COMBINED WITH THE ASSETS OF OTHER PLANS


                                      A-3
<PAGE>
      ESTABLISHED OR MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF) OR
      EMPLOYEE ORGANIZATION AND MANAGED BY SUCH INVESTMENT ADVISER, BANK OR
      INSURANCE COMPANY, DO NOT REPRESENT MORE THAN 20% OF THE TOTAL CLIENT
      ASSETS MANAGED BY SUCH INVESTMENT ADVISER, BANK OR INSURANCE COMPANY AT
      THE TIME OF THE TRANSACTION, AND THE OTHER APPLICABLE CONDITIONS OF SUCH
      EXEMPTION ARE OTHERWISE SATISFIED;

            (IV) TO THE EXTENT SUCH PLAN IS A GOVERNMENTAL PLAN, AS DEFINED IN
      SECTION 3(32) OF ERISA WHICH IS NOT SUBJECT TO THE PROVISIONS OF TITLE 1
      OF ERISA, AND AS DEFINED IN SECTION 414(D) OF THE INTERNAL REVENUE CODE OF
      1986, AS AMENDED (THE "CODE");

            (V) TO THE EXTENT SUCH PURCHASE IS MADE BY OR ON BEHALF OF AN
      INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT, THE RESERVES
      AND LIABILITIES FOR THE GENERAL ACCOUNT CONTRACTS HELD BY OR ON BEHALF OF
      ANY PLAN, TOGETHER WITH ANY OTHER PLANS MAINTAINED BY THE SAME EMPLOYER
      (OR ITS AFFILIATES) OR EMPLOYEE ORGANIZATION, DO NOT EXCEED 10% OF THE
      TOTAL RESERVES AND LIABILITIES OF THE INSURANCE COMPANY GENERAL ACCOUNT
      (EXCLUSIVE OF SEPARATE ACCOUNT LIABILITIES), PLUS SURPLUS AS SET FORTH IN
      THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS ANNUAL STATEMENT FILED
      WITH THE STATE OF DOMICILE OF THE INSURER, IN ACCORDANCE WITH PROHIBITED
      TRANSACTION CLASS EXEMPTION 95-60, AND THE OTHER APPLICABLE CONDITIONS OF
      SUCH EXEMPTION ARE OTHERWISE SATISFIED;

            (VI) TO THE EXTENT PURCHASE IS MADE BY AN IN-HOUSE ASSET MANAGER
      WITHIN THE MEANING OF PART IV(A) OF PROHIBITED TRANSACTION CLASS EXEMPTION
      96-23, SUCH MANAGER HAS MADE OR PROPERLY AUTHORIZED THE DECISION FOR SUCH
      PLAN TO PURCHASE THIS SECURITY, UNDER CIRCUMSTANCES SUCH THAT PROHIBITED
      TRANSACTION CLASS EXEMPTION 96-23 IS APPLICABLE TO THE PURCHASE AND
      HOLDING OF THIS SECURITY; OR

            (VII) TO THE EXTENT SUCH PURCHASE WILL NOT OTHERWISE GIVE RISE TO A
      TRANSACTION DESCRIBED IN SECTION 406 OR SECTION 4975(C)(1) OF THE CODE FOR
      WHICH A STATUTORY OR ADMINISTRATIVE EXEMPTION IS UNAVAILABLE.


                                      A-4
<PAGE>
                       FAIRCHILD SEMICONDUCTOR CORPORATION

CUSIP No. 303727 AH 4          No. _____________         ISIN No. US303727AH43

         5% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE NOVEMBER 1, 2008

            Fairchild Semiconductor Corporation, a Delaware corporation (the
"COMPANY", which term shall include any successor corporation under the
Indenture referred to on the reverse hereof), promises to pay to
           , or registered assigns, the principal sum of
Dollars ($           ) on November 1, 2008 [or such greater or lesser amount as
is indicated on the Schedule of Exchanges of Securities on the other side of
this Security].(3)

            Interest Payment Dates: May 1 and November 1, beginning May 1, 2002

            Record Dates:  April 15 and October 15

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

                             SIGNATURE PAGE FOLLOWS


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

(3)   This phrase should be included only if the Security is a Global Security.



                                      A-5
<PAGE>
            IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.


                                    FAIRCHILD SEMICONDUCTOR CORPORATION



                                    By:_______________________________________
                                       Name:
                                       Title:

Attest:


By: ______________________________
    Name:
    Title:

Dated:


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

THE BANK OF NEW YORK,
as Trustee



_________________________________
Authorized Signatory

By:


                                      A-6
<PAGE>
                       [FORM OF REVERSE SIDE OF SECURITY]

                       FAIRCHILD SEMICONDUCTOR CORPORATION

         5% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE NOVEMBER 1, 2008

1.    Interest

            Fairchild Semiconductor Corporation, a Delaware corporation (the
"COMPANY," which term shall include any successor corporation under the
Indenture hereinafter referred to), promises to pay interest on the principal
amount of this Security at the rate of 5% per annum. The Company shall pay
interest semiannually on May l and November 1 of each year, commencing May 1,
2002; provided, however, that such interest may be increased by any Additional
Interest accruing from time to time on the principal amount of this Security as
provided in the Registration Rights Agreement. Any reference herein to interest
accrued or payable as of any date shall include any Additional Interest accrued
or payable on such date as provided in the Registration Rights Agreement.
Interest on the Securities shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from October 31, 2001;
provided, however, that if there is not an existing Default in the payment of
interest and if this Security is authenticated between a record date referred to
on the face hereof and the next succeeding interest payment date, interest shall
accrue from such interest payment date. Interest will be computed on the basis
of a 360-day year of twelve 30-day months.

2.    Method of Payment

            The Company shall pay interest on this Security (except defaulted
interest) to the person who is the Holder of this Security at the close of
business on April 15 or October 15, as the case may be, next preceding the
related interest payment date. The Holder must surrender this Security to a
Paying Agent to collect payment of principal. The Company will pay principal and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. The Company may, however, pay
principal and interest in respect of any Certificated Security by check or wire
payable in such money; provided, however, that a Holder with an aggregate
principal amount in excess of $2,000,000 will be paid by wire transfer in
immediately available funds at the election of such Holder. The Company may mail
an interest check to the Holder's registered address. Notwithstanding the
foregoing, so long as this Security is registered in the name of a Depositary or
its nominee, all payments hereon shall be made by wire transfer of immediately
available funds to the account of the Depositary or its nominee.

3.    Paying Agent, Registrar and Conversion Agent

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


                                      A-7
<PAGE>
4.    Indenture, Limitations

            This Security is one of a duly authorized issue of Securities of the
Company designated as its 5% Convertible Senior Subordinated Notes Due November
1, 2008 (the "SECURITIES") issued under an Indenture dated as of October 31,
2001 (together with any supplemental indentures thereto, the "INDENTURE"), among
Fairchild Semiconductor International, Inc. ("PARENT"), Fairchild Semiconductor
Corporation of California, QT Optoelectronics, Inc., QT Optoelectronics and KOTA
Microcircuits, Inc. (together, the "SUBSIDIARY GUARANTORS" and collectively with
Parent the "GUARANTORS"), the Company and the Trustee. Capitalized terms herein
are used as defined in the Indenture unless otherwise defined herein. The terms
of this Security include those stated in the Indenture and those required by or
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended, as in effect on the date of the Indenture. This Security is subject to
all such terms, and the Holder of this Security is referred to the Indenture and
said Act for a statement of them. The Securities are senior subordinated
unsecured obligations of the Company limited to $200,000,000 aggregate principal
amount, subject to Section 2.09 of the Indenture. The Indenture does not limit
other debt of the Company, secured or unsecured, including Senior Indebtedness.

5.    Optional Redemption

            The Company shall not have the option to redeem the Securities
pursuant to this Section 5 prior to November 5, 2004. Thereafter, the Company
shall have the option to redeem any portion of the Securities (an "OPTIONAL
REDEMPTION") upon giving notice as set forth in Section 6. The Optional
Redemption Prices (expressed as percentages of the principal amount) are as
follows for Securities redeemed during the periods set forth below:

<TABLE>
<CAPTION>
Period                                                                                        Redemption Price
------                                                                                        ----------------
<S>                                                                                           <C>
Beginning on November 5, 2004 and ending on October 31, 2005..........................            102.250%
Beginning on November 1, 2005 and ending on October 31, 2006 .........................            101.500%
Beginning on November  1, 2006 and ending on October  31, 2007 .......................            100.750%
Beginning on November  1, 2007 and thereafter.........................................            100.000%
</TABLE>

in each case together with accrued interest up to but not including the date of
redemption (the "OPTIONAL REDEMPTION DATE"), provided that if the Optional
Redemption Date falls after an interest payment record date and on or before an
interest payment date, then the interest payment will be payable to the Holders
in whose names the Securities are registered at the close of business on the
relevant record date for payment of such interest.

6.    Notice of Redemption

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


                                      A-8
<PAGE>
7.    Purchase of Securities at Option of Holder Upon a Change in
      Control

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

8.    Conversion

            A Holder of a Security may convert the principal amount of such
Security (or any portion thereof equal to $1,000 or any integral multiple of
$1,000 in excess thereof) into shares of Common Stock at any time prior to the
close of business on the Business Day immediately preceding November 1, 2008;
provided, however, that if the Security is called for redemption or subject to
purchase upon a Change in Control, the conversion right will terminate at the
close of business on the Business Day immediately preceding the Optional
Redemption Date or the Change in Control Purchase Date, as the case may be, for
such Security or such earlier date as the Holder presents such Security for
redemption or purchase (unless the Company shall default in making the
redemption payment or Change in Control Purchase Price, as the case may be, when
due, in which case the conversion right shall terminate at the close of business
on the date such default is cured and such Security is redeemed or purchased).
The initial Conversion Price is $30.00 per share, subject to adjustment under
certain circumstances. The number of shares of Common Stock issuable upon
conversion of a Security is determined by dividing the principal amount of the
Security or portion thereof converted by the Conversion Price in effect on the
Conversion Date. No fractional shares will be issued upon conversion; in lieu
thereof, an amount will be paid in cash based upon the Closing Price (as defined
in the Indenture) of the Common Stock on the Trading Day immediately prior to
the Conversion Date. To convert a Security, a Holder must (a) complete and
manually sign the conversion notice set forth below and deliver such notice to a
Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish
appropriate endorsements and transfer documents if required by a Registrar or a
Conversion Agent, and (d) pay any transfer or similar tax, if required.
Securities so surrendered for conversion (in whole or in part) during the period
from the close of business on any regular record date to the opening of business
on the next succeeding interest payment date (excluding Securities or portions
thereof which are either (i) called for redemption or (ii) subject to purchase
following a Change in Control, in either case, on a date during the period
beginning at the close of business on a regular record date and ending at the
opening of business on the first Business Day after the next succeeding interest
payment date, or if such interest payment date is not a Business Day, the second
such Business Day) shall also be accompanied by payment in funds acceptable to
the Company or Parent of an amount equal to the interest payable on such
interest payment date on the principal amount of such Security then being
converted, and such interest shall be payable to such registered Holder
notwithstanding the conversion of such Security,


                                      A-9
<PAGE>
subject to the provisions of this Indenture relating to the payment of defaulted
interest by the Company. If the Company defaults in the payment of interest
payable on such interest payment date, the Company shall promptly repay such
funds to such Holder. A Holder may convert a portion of a Security equal to
$1,000 or any integral multiple thereof. A Security in respect of which a Holder
had delivered a Change in Control Purchase Notice exercising the option of such
Holder to require the Company to purchase such Security may be converted only if
the Change in Control Purchase Notice is withdrawn in accordance with the terms
of the Indenture.

9.    Conversion Arrangement on Call for Redemption

            Any Securities called for redemption, unless surrendered for
conversion before the close of business on the Business Day immediately
preceding the Redemption Date, may be deemed to be purchased from the Holders of
such Securities at an amount not less than the Redemption Price, together with
accrued interest, if any, to, but not including, the Redemption Date, by one or
more investment bankers or other purchasers who may agree with the Company to
purchase such Securities from the Holders, to convert them into Common Stock of
Parent and to make payment for such Securities to the Paying Agent in trust for
such Holders.

10.   Guaranties

            The payment by the Company of the principal of, and premium and
interest on, the Securities is fully and conditionally guaranteed on a joint and
several senior subordinated basis by Parent and each of the Subsidiary
Guarantors.

11.   Subordination

            The indebtedness evidenced by the Securities, the Parent Guaranty
and each Subsidiary Guaranty is, to the extent and in the manner provided in the
Indenture, subordinate and junior in right of payment to the prior payment in
full of all Senior Indebtedness of the Company, Parent and each Subsidiary
Guarantor, as the case may be. Any Holder by accepting this Security agrees to
and shall be bound by such subordination provisions and authorizes the Trustee
to give them effect. In addition to all other rights of Senior Indebtedness
described in the Indenture, the Senior Indebtedness shall continue to be Senior
Indebtedness and entitled to the benefits of the subordination provisions
irrespective of any amendment, modification or waiver of any terms of any
instrument relating to the Senior Indebtedness or any extension or renewal of
the Senior Indebtedness.

12.   Denominations, Transfer, Exchange

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


                                      A-10
<PAGE>
13.   Persons Deemed Owners

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

14.   Unclaimed Money

            If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent will pay the money back to the
Company at its written request. After that, Holders entitled to money must look
to the Company for payment.

15.   Amendment, Supplement and Waiver

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

16.   Successor Corporation

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

17.   Defaults and Remedies

            Under the Indenture, an Event of Default includes: (i) default for
30 days in payment of any interest on any Securities; (ii) default in payment of
any principal (including, without limitation, any premium, if any) on the
Securities when due; (iii) failure by the Company or Parent to comply with its
obligations under Section 6.01; (iv) failure by the Company for 60 days after
notice to it to perform any other covenant required of it in the Indenture; (v)
failure by Parent for 60 days after notice to it to perform any of its
obligations under the Indenture; (vi) failure by the Company to pay the purchase
price of any Security when due, whether or not prohibited by the subordination
provisions of the Indenture; (vii) failure by the Company to give notice to the
Trustee and Holders of a Change in Control in accordance with the Indenture;
(viii) certain events of bankruptcy, insolvency or reorganization of the
Company, Parent or a Subsidiary Guarantor that is also a Significant Subsidiary;
or (ix) the Parent Guaranty or a Subsidiary Guaranty ceases to be in full force
and effect (other than in accordance with its terms) or Parent or a Subsidiary
Guarantor denies or disaffirms its obligations under the Parent Guaranty or a
Subsidiary Guaranty, as the case may be. If an Event of Default (other than an
event of default as described in clause (viii) with respect to the Company)
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the Securities then outstanding may declare all unpaid
principal to the date of acceleration on the Securities then


                                      A-11
<PAGE>
outstanding to be due and payable immediately, all as and to the extent provided
in the Indenture. If an Event of Default occurs as a result of certain events of
bankruptcy, insolvency or reorganization of the Company or as described in
clause (viii) herein, unpaid principal of the Securities then outstanding shall
become due and payable immediately without any declaration or other act on the
part of the Trustee or any Holder, all as and to the extent provided in the
Indenture. Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Securities. Subject to certain
limitations, Holders of a majority in principal amount of the Securities then
outstanding may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders notice of any continuing Default (except a
Default in payment of principal or interest) if it determines that withholding
notice is in their interests. The Company is required to file periodic reports
with the Trustee as to the absence of Default.

18.   Trustee Dealings with the Company

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

19.   No Recourse Against Others

            A director, officer, employee or shareholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture nor for any claim based on, in respect of or by
reason of such obligations or their creation. The Holder of this Security by
accepting this Security waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of this Security.

20.   Authentication

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

21.   Abbreviations and Definitions

            Customary abbreviations may be used in the name of the Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and UGMA (= Uniform Gifts to Minors Act).
All terms defined in the Indenture and used in this Security but not
specifically defined herein are defined in the Indenture and are used herein as
so defined.

22.   Indenture to Control; Governing Law

            In the case of any conflict between the provisions of this Security
and the Indenture, the provisions of the Indenture shall control. This Security
shall be governed by, and construed in accordance with, the laws of the State of
New York, without regard to principles of conflicts of law.


                                      A-12
<PAGE>
            The Company will furnish to any Holder, upon written request and
without charge, a copy of the Indenture.  Requests may be made to:  Fairchild
Semiconductor Corporation, 82 Running Hill Road, South Portland, Maine 04106,
Attention:  General Counsel.


                                      A-13
<PAGE>
                                 ASSIGNMENT FORM

            To assign this Security, fill in the form below:

            I or we assign and transfer this Security to

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

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

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

and irrevocably appoint

______________________________________________________________________________

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


                                         Your Signature:


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

*Signature guaranteed by:


By:____________________







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



                                      A-14
<PAGE>
                                CONVERSION NOTICE

            To convert this Security into Common Stock of Fairchild
Semiconductor International, Inc.,

                            check the box: [ ]

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

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

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

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

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


                                         Your Signature:


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

*Signature guaranteed by:


By:____________________







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


                                      A-15
<PAGE>
                           OPTION TO ELECT REPURCHASE
                            UPON A CHANGE OF CONTROL

To:  Fairchild Semiconductor Corporation

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



Date:  ______________                    ______________________________________
                                         Signature(s)

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


                                         ______________________________________
                                         Signature Guaranty

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

___________________________________












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


                                      A-16
<PAGE>
                     SCHEDULE OF EXCHANGES OF SECURITIES (4)

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


<TABLE>
<CAPTION>
 Principal Amount of this
 Global Security Following                                      Amount of Decrease in       Amount of Increase in
    Such Decrease Date           Authorized Signatory of       Principal Amount of this   Principal Amount of this
 of Exchange (or Increase)        Securities Custodian             Global Security            Global Security
-------------------------------------------------------------------------------------------------------------------
<S>                              <C>                           <C>                        <C>



</TABLE>


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

(4)   This schedule should be included only if the Security is a Global
      Security.


                                      A-17
<PAGE>
            CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION
                OF TRANSFER OF TRANSFER RESTRICTED SECURITIES (5)

Re:   5% Convertible Senior Subordinated Securities Due November 1, 2008 (the
      "SECURITIES") of Fairchild Semiconductor Corporation

            This certificate relates to $______________ principal amount of
Securities owned in (check applicable box)

            [ ] book-entry or   [ ] definitive form by ___________ (the
"TRANSFEROR").

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

            In connection with such request and in respect of each such
Security, the Transferor does hereby certify that the Transferor is familiar
with transfer restrictions relating to the Securities as provided in Section
2.07 of the Indenture dated as of October 31, 2001, between Fairchild
Semiconductor Corporation, Fairchild Semiconductor International, Inc.,
Fairchild Semiconductor Corporation of California, QT Optoelectronics, Inc., QT
Optoelectronics, KOTA Microcircuits, Inc. and The Bank of New York (the
"INDENTURE" ), and the transfer of such Security is being made pursuant to an
effective registration statement under the Securities Act of 1933, as amended
(the "SECURITIES ACT") (check applicable box) or the transfer or exchange, as
the case may be, of such Security does not require registration under the
Securities Act because (check applicable box):

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

            [ ]   Such Security is being transferred to the Company.

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

            [ ]   Such Security is being transferred outside the United States
                  in an offshore transaction within the meaning of Regulation S
                  under the Securities Act in compliance with Rule 904 under the
                  Securities Act.


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

(5)   This certificate should only be included if this Security is a Transfer
      Restricted Security.


                                      A-18
<PAGE>
            [ ]   Such Security is being transferred pursuant to and in
                  compliance with an exemption from the registration
                  requirements under the Securities Act in accordance with Rule
                  144 (or any successor thereto) ("RULE 144") under the
                  Securities Act.

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

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



 Date:  ______________                   ______________________________________
                                         (Insert Name of Transferor)

                                      A-19