INDENTURE AGREEMENT EXHIBIT 10.33 PROTEIN DESIGN LABS, INC., as Issuer CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Trustee INDENTURE Dated as of February 15, 2000 Up to $150,000,000 Aggregate...

INDENTURE AGREEMENT


 
 
                                                                    EXHIBIT 10.33

PROTEIN DESIGN LABS, INC., as Issuer 



CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION,
a national banking association,
as Trustee







INDENTURE


Dated as of February 15, 2000





Up to  $150,000,000 Aggregate Principal Amount




5.50% CONVERTIBLE SUBORDINATED NOTES DUE FEBRUARY 15, 2007

INDENTURE, dated as of February 15, 2000, between Protein Design
Labs, Inc., a corporation duly organized and existing under the laws of the
State of Delaware, having its principal office at 00000 Xxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxxxx 00000 (herein called the "Company"), and Chase Manhattan Bank and
Trust Company, National Association, a national banking association, as
Trustee hereunder (herein called the "Trustee").

        RECITALS OF THE COMPANY

The Company has duly authorized the creation of an issue of its 5.50%
Convertible Subordinated Notes due February 15, 2007 (herein called the
"Securities"), of substantially the tenor and amount hereinafter set forth,
and to provide therefor the Company has duly authorized the execution and
delivery of this Indenture.

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

        ARTICLE ONE

        DEFINITIONS AND OTHER PROVISIONS
        OF GENERAL APPLICATION

SECTION 1.1     Definitions.

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

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

(b)     all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States; and


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

"Act," when used with respect to any Holder of a Security, has the
meaning specified in Section 1.4.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person.  For the purposes of this definition,
"control," when used with respect to any specified Person, means the power to
direct 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.

"Member" means any member of, or participant in, the Depositary.

"aggregate current market price" has the meaning specified in Section
10.4(e).

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

"Authenticating Agent" means any Person authorized pursuant to
Section 5.12 to act on behalf of the Trustee to authenticate Securities.

"Average Sales Price Per Share" means, with respect to the Common Stock
of the Company, for any day, (1) the average of the high and low sales price
per share regular way on a national securities exchange or, (2) if the Common
Stock is not listed on a national securities exchange, the average of the high
and low sales price per share regular way on The Nasdaq National Market, or
(3) if the Common Stock is not quoted on The Nasdaq National Market or listed
or admitted to trading on any national securities exchange, the average of the
high and low sales prices in the over-the-counter market as furnished by any
New York Stock Exchange member firm selected from time to time by the Company
for that purpose.

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

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

"Business Day," when used with respect to any Place of Payment, Place of
Conversion or any other place, as the case may be, means each Monday, Tuesday,
Wednesday, Thursday and Friday that is not a day on which banking institutions
in such Place of Payment, Place of Conversion or other place, as the case may
be, are authorized or obligated by law or executive order to close; provided,
however, that a day on which banking institutions in New York, New York are
authorized or obligated by law or executive order to close shall not be a
Business Day for purposes of Section 9.6 or Section 10.5.

"Cash Equivalents" means (1) securities issued or directly and fully
guaranteed or insured by the United States government or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than six
months from the date of acquisition, (2) certificates of deposit and
eurodollar time deposits with maturities of six months or less from the date
of acquisition, bankers' acceptances with maturities not exceeding six months
and overnight bank deposits, in each case with any domestic commercial bank
having capital and surplus in excess of U.S.$500,000,000 and a Xxxxxxxx Bank
Watch Rating of "B" or better, (3) repurchase obligations with a term of not
more than seven days for underlying securities of the types described in
clause (1) above entered into with any financial institution meeting the
qualifications specified in clause (2) above, (4) commercial paper having the
highest rating obtainable from Xxxxx'x Investors Service, Inc. or Standard &
Poor's Ratings Services and in each case maturing within six months after the
date of acquisition and (5) money market funds at least 95% of the assets of
which constitute Cash Equivalents of the kinds described in clauses (1)-(4) of
this definition, including any portfolios for which the Trustee or any of its
Affiliates provides investment advisory or management services.

"Change in Control" means the occurrence at any time, after the original
issuance of the Securities, of any of the following events:

(1)     the acquisition by any Person (including any syndicated
group that would be deemed to be a "person" under Section 13(d) (3) of
the Exchange Act) of beneficial ownership, directly or indirectly,
through a purchase, merger or other acquisition transaction or series of
transactions, of shares of capital stock of the Company entitling such
Person to exercise more than 50% of the total voting power of all shares
of capital stock of the Company entitled to vote generally in the
elections of directors, other than any such acquisition by the Company,
any Subsidiary or any employee benefit plan of the Company; or

(2)     any Person shall succeed in having sufficient of its
nominees (who are not
supported by a majority of the then current Board of Directors of the
Company) elected to the Board of Directors of the Company such that such
nominees, when added to any existing directors remaining on the Board of
Directors of the Company after such election who are Affiliates of or
acting in concert with any such Person, shall constitute a majority of
the Board of Directors of the Company; or

(3)     any consolidation or merger of the Company with or into any
other   Person, or any merger of another Person with or into the
Company (other than (A) a merger (i) that does not result in any
reclassification, conversion, exchange or cancellation of outstanding
shares of the Company's capital stock and (ii) pursuant to which holders
of Common Stock immediately prior to such transaction have the
entitlement to exercise, directly or indirectly, 50% or more of the
total voting power of all shares of capital stock or other ownership
interests entitled to vote generally in the election of directors of the
continuing or surviving Person immediately after such transaction and
(B) any merger that is effected solely to change the jurisdiction of
incorporation of the Company and results in a reclassification,
conversion or exchange of outstanding shares of Common Stock solely into
shares of common stock of the Company or another Person); or

(3)     any conveyance, transfer, sale, lease or other disposition
of all or substantially all of the Company's assets to another
Person;

provided, however, that a Change in Control shall not be deemed to have
occurred if the Average Sales Price Per Share on any five Trading Days within
(A) the period of 10 consecutive Trading Days ending immediately after the
later of the date of the Change in Control or the date of the public
announcement of the Change in Control (in the case of a Change in Control
under clause (1) above but not clause (2) or (3) above) or (B) the period of
10 consecutive Trading Days ending immediately prior to the date of the Change
in Control (in the case of a Change in Control under clause (2) or (3) above)
shall, in either case, equal or exceed 105% of the Conversion Price of the
Securities in effect on each such Trading Day.  For the purposes of this
definition, "beneficial owner," has the meaning attributed to it in Rules 13d-
3 and 13d-5 under the Exchange Act, whether or not applicable.

"Code" has the meaning specified in Section 2.1.

"combined cash and tender amount" has the meaning specified in Section
10.4(e).

"combined tender and cash amount" has the meaning specified in Section
10.4(f).

"Commission" means the United States Securities and Exchange Commission,
as from time to time constituted, created under the Exchange Act, or, if at
any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.

"Common Stock" means the shares of the class designated as common stock
of the Company at the date of this Indenture or as such stock may be
reconstituted from time to time. Subject to the provisions of Section 10.11,
shares issuable on conversion or repurchase of Securities shall include only
shares of Common Stock or shares of any class or classes of common stock
resulting from any reclassification or reclassifications thereof; provided,
however, that if at any time there shall be more than one such resulting
class, the shares so issuable on conversion of Securities shall include shares
of all such classes, and the shares of each such class then so issuable shall
be substantially in the proportion that the total number of shares of such
class resulting from all such reclassifications bears to the total number of
shares of all such classes resulting from all such reclassifications.

"Company" means the Person named as the "Company" in the first paragraph
of this instrument until a successor Person shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall
mean such successor Person.

"Company Notice" has the meaning specified in Section 12.3(a).

"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairperson of the Board, its Vice
Chairperson of the Board, its Chief Executive Officer, its President or a Vice
President, and by its Chief Financial Officer, its principal financial
officer, its principal accounting officer, its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee.

"Completion Date" has the meaning specified in Section 10.4(f).

"Constituent Person" has the meaning specified in Section 10.11.

"Conversion Agent" means any Person authorized by the Company to convert
Securities in accordance with Article Ten.  The Company has initially
appointed the Trustee as its Conversion Agent.

"Conversion Price" means the amount equal to U.S. $1,000 divided by the
Conversion Rate.

"Conversion Rate" has the meaning specified in Section 10.1.

"Conversion Shares" has the meaning specified in Section 10.4(m).

"Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered
(which at the date of this Indenture is located at 000 Xxxxxxxxxx Xxxxxx,
Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: Xxx Xxxxx); provided,
however, that for the purposes of presentment or surrender of Securities for
payment, for surrender of Securities for registration of transfer or exchange,
or for surrender of Securities for conversion, "Corporate Trust Office" means
the office of the Trustee located at 00 Xxxxx Xxxxxx, Room 000, Xxxxx
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

"Corporation" means a corporation, company, association, joint-stock
company or business trust.
"Defaulted Interest" has the meaning specified in Section 2.8.

"Depositary" means, with respect to any Registered Securities, a
clearing agency that is registered as such under the Exchange Act and is
designated by the Company to act as Depositary for such Registered Securities
(or any successor securities clearing agency so registered).

"Designated Senior Debt" means the Company's obligations under any
particular Senior Debt in which the instrument creating or evidencing the
same, or the assumption or guarantee thereof, or related agreements or
documents to which the Company is a party, expressly provides that such
indebtedness shall be "Designated Senior Debt" for purposes of this Indenture
(provided that such instrument, agreement or other document may place
limitations and conditions on the right of such Senior Debt to exercise the
rights of Designated Senior Debt).

"Distribution Date" has the meaning specified in Section 10.4(m).

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

"DTC" means The Depository Trust Company, a New York corporation.

"Event of Default" has the meaning specified in Section 4.1.

"Exchange Act" means the United States Securities Exchange Act of 1934
(or any successor statute), as amended from time to time.

"Global Security" means a Registered Security that is registered in the
Security Register in the name of a Depositary or a nominee thereof.

"Holder" means the Person in whose name the Security is registered in
the Security Register.

"Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

"Initial Purchasers" means CIBC World Markets Corp., Credit Suisse First
Boston Corporation, XX Xxxxx Securities Corporation and Warburg Dillon Read
LLC.

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

"Liquidated Damages" has the meaning specified in the Registration
Rights Agreement.

"Maturity," when used with respect to any Security, means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, exercise of the repurchase right set forth
in Article Thirteen or otherwise.

"Non-electing Share" has the meaning specified in Section 10.11.

"Notice of Default" has the meaning specified in Section 4.1.

"Officers' Certificate" means a certificate signed by the Chairperson of
the Board, a Vice Chairperson of the Board, the Chief Executive Officer, the
President or a Vice President and by the Chief Financial Officer, the
principal financial officer, the principal accounting officer, the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary of the
Company, and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for or employed by the Company and who shall be acceptable to the
Trustee.

"Outstanding," when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

(1)     Securities theretofore cancelled by the Trustee or delivered
to the Trustee for cancellation;

(2)     Securities for the payment or redemption of which money in
the necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (if other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities (provided that, if such
Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to
the Trustee has been made); and

(3)     Securities that have been paid pursuant to Section 2.7 or in
exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any
such Securities in respect of which there shall have been presented to
the Trustee proof satisfactory to it that such Securities are held by a
bona fide purchaser in whose hands such Securities are valid obligations
of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities are present at a meeting of Holders
of Securities for quorum purposes or have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such determination as to the presence of a
quorum or upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities that a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded.  Securities so owned
that have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so
to act with respect to such Securities and that the pledgee is not the Company
or any other obligor upon the Securities or any Affiliate of the Company or
such other obligor.

"Paying Agent" means any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company and,
except as otherwise specifically set forth herein, such term shall include the
Company if it shall act as its own Paying Agent.  The Company has initially
appointed the Trustee as its Paying Agent.

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

"Place of Conversion" has the meaning specified in Section 2.2.

"Place of Payment" has the meaning specified in Section 2.2.

"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by
such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 2.7 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

"Purchase Agreement" means the Purchase Agreement, dated as of February
10, 2000, between the Company and the Initial Purchasers, as such agreement
may be amended from time to time.

"Purchased Shares" has the meaning specified in Section 10.4(f).

"Purchasers" has the meaning specified in Section 9.9.

"Record Date" means any Regular Record Date or Special Record Date.

"Record Date Period" means the period from the close of business of any
Regular Record Date next preceding any Interest Payment Date to the opening of
business on such Interest Payment Date.
"Redemption Date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

"Redemption Price," when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

"Registered Securities" has the meaning specified in Section 2.1.

"Registrable Securities" has the meaning specified in the Registration
Rights Agreement.

"Registration Default" has the meaning specified in the Registration
Rights Agreement.

"Registration Rights Agreement" means the Registration Rights Agreement,
dated the date hereof, by and among the Company and the Initial Purchasers.

"Regular Record Date" for interest payable in respect of any Registered
Security on any Interest Payment Date means the first day of February or the
first day of August (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date.

"Representative" means (1) the indenture trustee or other trustee, agent
or representative for any Designated Senior Debt or (2) with respect to
Designated Senior Debt that does not have any such trustee, agent or other
representative, (A) in the case of such Designated Senior Debt issued pursuant
to an agreement providing for voting arrangements as among the holders or
owners of such Designated Senior Debt, any holder or owner of such Designated
Senior Debt acting with the consent of the required Persons necessary to bind
such holders or owners of such Designated Senior Debt and (B) in the case of
all other such Designated Senior Debt, the holder or owner of such Designated
Senior Debt.

"Repurchase Date" has the meaning specified in Section 12.1.

"Repurchase Price" has the meaning specified in Section 12.1.

"Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Office, including without limitation any
vice president, assistant vice president, assistant treasurer, corporate trust
officer or other employee of the Trustee customarily performing functions
similar to those performed by any of the above designated officers, and also
means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge and familiarity with
the particular subject.

"Restricted Global Security" has the meaning specified in Section 2.1.

"Restricted Securities Legend" means, collectively, the legends
substantially in the forms of the legends required in the form of Security
attached hereto as Exhibit A to be placed upon each Security.

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

"Rule 144A Information" has the meaning specified in Section 8.9.

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

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

"Security Register" and "Security Registrar" have the respective
meanings specified in Section 2.6.

"Senior Debt" means the principal of (and premium, if any) and interest
(including all interest accruing subsequent to the commencement of any
bankruptcy or similar proceeding, whether or not a claim for post-petition
interest is allowable as a claim in any such proceeding) on, and all fees and
other amounts payable in connection with, the following, whether absolute or
contingent, secured or unsecured, due or to become due, outstanding on the
date of this Indenture or thereafter created, incurred or assumed:  (1) all
the Company's indebtedness evidenced by a  credit or loan agreement, note,
bond, debenture, or other similar instrument, (2) all of the Company's
obligations for money borrowed, (3) all of the Company's obligations as lessee
under leases required to be capitalized on the balance sheet of the lessee
under generally accepted accounting principles, (4) all of the Company's
obligations to the Subsidiaries as lessee under facility leases, (5) all of
the Company's obligations under interest rate and currency swaps, caps,
floors, collars, hedge agreements, forward contracts, or similar agreements or
arrangements, (6) all of the Company's obligations with respect to letters of
credit, bankers' acceptances and similar facilities, including related
reimbursement obligations, (7) all of the Company's obligations issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable and accrued liabilities arising in the ordinary course
of business), (8) all of the Company's obligations of the type referred to in
clauses (1) through (7) above of another Person and all dividends of another
Person, the payment of which, in either case, the Company has assumed or
guaranteed or for which the Company is responsible or liable, directly or
indirectly, jointly or severally, as obligor, guarantor or otherwise or which
is secured by a lien on the Company's property and (9) renewals, extensions,
modifications, replacements, restatements and refundings of, or any
indebtedness or obligation issued in exchange for, any such indebtedness or
obligation described in clauses (1) through (8) of this definition; provided,
however, that Senior Debt shall not include the Securities or any indebtedness
or obligation if the terms of such indebtedness or obligation (or the terms of
the instrument under which such indebtedness or obligation is issued)
expressly provides that such indebtedness or obligation is not superior in
right of payment to the Securities; and provided, further, that Senior Debt
shall not include trade payables and any indebtedness or obligation that the
Company may owe to any direct or indirect Subsidiary, except for the Company's
obligations as lessee under facility leases.

"Shelf Registration Statement" has the meaning specified in the
Registration Rights Agreement.

"Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such regulation is in effect on
the date hereof.

"Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Company pursuant to Section 2.8.

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

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

"Successor Security" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that
evidenced by, such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 2.7 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.

"Trading Days" means (1) if the Common Stock is listed or admitted for
trading on any national securities exchange, days on which such national
securities exchange is open for business; (2) if the Common Stock is quoted on
The Nasdaq National Market or any other system of automated dissemination of
quotations of securities prices, days on which trades may be effected through
such system; or (3) if the Common Stock is not listed or admitted for trading
on any national securities exchange or quoted on The Nasdaq National Market or
any other system of automated dissemination of quotation of securities prices,
days on which the Common Stock is traded regular way in the over-the-counter
market and for which a closing bid and a closing asked price for the Common
Stock are available.
"Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that
in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

"Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Trustee" shall
mean such successor Trustee.

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

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

SECTION 1.2     Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with and, if required by the Trust Indenture Act, an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any
such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need
be furnished. Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (including certificates
provided for in Section 8.8) shall include:

(a)     a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein
relating thereto;

(b)     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;

(c)     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

(d)     a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with.
SECTION 1.3     Form of Documents Delivered to the Trustee.

In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which such certificate or
opinion is based are erroneous.  Any such certificate or opinion of counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company or
any other Person stating that the information with respect to such factual
matters is in the possession of the Company or such other Person, unless such
counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 1.4     Acts of Holders of Securities.

(a)     Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given or
taken by Holders of Securities may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent or proxy duly appointed in writing by such Holders.  Such action
shall become effective when such instrument or instruments is delivered to the
Trustee and, where it is hereby expressly required, to the Company.  The
Trustee shall promptly deliver to the Company copies of all such instruments
delivered to the Trustee.  Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as
the "Act" of the Holders of Securities signing such instrument or instruments.
 Proof of execution of any such instrument or of a writing appointing any such
agent or proxy, or of the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and (subject to Section 5.1)
conclusive in favor of the Trustee and the Company if made in the manner
provided in this Section 1.4.

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

(c)     The principal amount and serial number of any Registered Security
held by any Person, and the date of his holding the same, shall be proved by
the Security Register.

(d)     The fact and date of execution of any such instrument or writing
and the authority of the Person executing the same may also be proved in any
other manner that the Trustee deems sufficient; and the Trustee may in any
instance require further proof with respect to any of the matters referred to
in this Section 1.4.

(e)     The Company may set any day as the record date for the purpose of
determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote
on any action, authorized or permitted by this Indenture to be given or taken
by Holders.  Promptly and in any case not later than ten days after setting a
record date, the Company shall notify the Trustee and the Holders of such
record date.  If not set by the Company prior to the first solicitation of a
Holder made by any Person in respect of any such action, or, in the case of
any such vote, prior to such vote, the record date for any such action or vote
shall be the thirtieth day (or, if later, the date of the most recent list of
Holders required to be provided pursuant to Section 13.1) prior to such first
solicitation or vote, as the case may be.  With regard to any record date, the
Holders on such date (or their duly appointed agents or proxies), and only
such Persons, shall be entitled to give or take, or vote on, the relevant
action, whether or not such Holders remain Holders after such record date.
Notwithstanding the foregoing, the Company shall not set a record date for,
and the provisions of this paragraph shall not apply with respect to, any
notice, declaration or direction referred to in the next paragraph.

Upon receipt by the Trustee from any Holder of (1) any notice of default
or breach referred to in Section 4.1(d), if such default or breach has
occurred and is continuing and the Trustee shall not have given such a notice
to the Company, (2) any declaration of acceleration referred to in Section
4.2, if an Event of Default has occurred and is continuing and the Trustee
shall not have given such a declaration to the Company, or (3) any direction
referred to in Section 4.12, if the Trustee shall not have taken the action
specified in such direction, then, with respect to clauses (2) and (3), a
record date shall automatically and without any action by the Company or the
Trustee be set for determining the Holders entitled to join in such
declaration or direction, which record date shall be the close of business on
the tenth day (or, if such day is not a Business Day, the next succeeding
Business Day) following the day on which the Trustee receives such declaration
or direction, and, with respect to clause (1), the Trustee may set any day as
a record date for the purpose of determining the Holders entitled to join in
such notice of default.  Promptly after such receipt by the Trustee of any
such declaration or direction referred to in clause (2) or (3), and promptly
after setting any record date with respect to clause (1), and as soon as
practicable thereafter, the Trustee shall notify the Company and the Holders
of any such record date so fixed.  The Holders on such record date (or their
duly appointed agents or proxies), and only such Persons, shall be entitled to
join in such notice, declaration or direction, whether or not such Holders
remain Holders after such record date; provided, however, that, unless such
notice, declaration or direction shall have become effective by virtue of
Holders of the requisite principal amount of Securities on such record date
(or their duly appointed agents or proxies) having joined therein on or prior
to the ninetieth day after such record date, such notice, declaration or
direction shall automatically and without any action by any Person be
cancelled and of no further effect.  Nothing in this paragraph shall be
construed to prevent a Holder (or a duly appointed agent or proxy thereof)
from giving, before or after the expiration of such 90-day period, a notice,
declaration or direction contrary to or different from, or, after the
expiration of such period, identical to, the notice, declaration or direction
to which such record date relates, in which event a new record date in respect
thereof shall be set pursuant to this paragraph.  In addition, nothing in this
paragraph shall be construed to render ineffective any notice, declaration or
direction of the type referred to in this paragraph given at any time to the
Trustee and the Company by Holders (or their duly appointed agents or proxies)
of the requisite principal amount of Securities on the date such notice,
declaration or direction is so given.

(f)     Except as provided in Sections 4.2 and 4.13, any request, demand,
authorization, direction, notice, consent, election, waiver or other Act of
the Holder of any Security shall bind every future Holder of the same Security
and the Holder of every Security issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof in respect of anything
done, omitted or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Security.

SECTION 1.5     Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction, notice, consent,
election, waiver or other Act of Holders of Securities or other document
provided or permitted by this Indenture to be made upon, given or furnished
to, or filed with,

(a)     the Trustee by any Holder of Securities or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee and received at the Corporate Trust Office,
Attention: Corporate Trust Department, and shall be deemed given when
received,

(b)     the Company by the Trustee or by any Holder of Securities shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing, mailed, first-class postage prepaid, or telecopied
and confirmed by mail, first-class postage prepaid, or delivered by hand or
overnight courier, addressed to the Company at 00000 Xxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxxxx 00000, Attention: Senior Vice President, Legal and Licensing
(telecopy no.: (000) 000-0000), or at any other address previously furnished
in writing to the Trustee by the Company, and shall be deemed given when
received.

Any request, demand, authorization, direction, notice, consent, election
or waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of
the country of publication.

SECTION 1.6     Notice to Holders of Securities; Waiver.

Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Securities of any event, such notice shall
be sufficiently given to Holders if in writing and mailed, first-class postage
prepaid, to each Holder of a Security affected by such event, at the address
of such Holder as it appears in the Security Register, not earlier than the
earliest date and not later than the latest date prescribed for the giving of
such notice.

Neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities.  In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by
mail, then such notification to Holders of Registered Securities as shall be
made with the approval of the Trustee, which approval shall not be
unreasonably withheld or delayed, shall constitute a sufficient notification
to such Holders for every purpose hereunder.

Such notice shall be deemed to have been given when such notice is
mailed.

Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice.  Waivers of notice by Holders of Securities shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

In addition, all notices or communications addressed to Holders of
Securities shall be given by release made to Reuters Economic Services and
Bloomberg Business News.  The foregoing notwithstanding, such notices and
communications given to Holders of Securities pursuant to the Registration
Rights Agreement do not have to be released to Reuters Economics Services or
Bloomberg Business News.

SECTION 1.7     Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 1.8     Successors and Assigns.

All covenants and agreements in this Indenture by the Company and by the
Trustee shall bind its successors and assigns, whether so expressed or not.
SECTION 1.9     Separability Clause.

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

SECTION 1.10    Benefits of Indenture.

Except as provided in the next sentence, nothing in this Indenture or in
the Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors and assigns hereunder and the Holders of
Securities, any benefit or legal or equitable right, remedy or claim under
this Indenture.  The provisions of Article Eleven are intended to be for the
benefit of, and shall be enforceable directly by, the holders of Senior Debt.

SECTION 1.11    Governing Law.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE UNITED STATES OF
AMERICA, INCLUDING, WITHOUT LIMITATION, THE NEW YORK GENERAL OBLIGATIONS LAW
 5-1401.

SECTION 1.12    Legal Holidays.

In any case where any Interest Payment Date, Redemption Date, Repurchase
Date or Stated Maturity of any Security or the last day on which a Holder of a
Security has a right to convert his Security shall not be a Business Day at a
Place of Payment or Place of Conversion, as the case may be, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of principal of, premium, if any, or interest on, or the payment of
the Repurchase Price (whether the same is payable in cash or in shares of
Common Stock) with respect to, or delivery for conversion of, such Security
need not be made at such Place of Payment or Place of Conversion, as the case
may be, on or by such day, but may be made on or by the next succeeding
Business Day at such Place of Payment or Place of Conversion, as the case may
be, with the same force and effect as if made on the Interest Payment Date,
Redemption Date or Repurchase Date, or at the Stated Maturity or by such last
day for conversion; provided, however, that in the case that payment is made
on such succeeding Business Day, no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, Redemption
Date, Repurchase Date, Stated Maturity or last day for conversion, as the case
may be.

SECTION 1.13    Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under such act to be a part of and
govern this Indenture, the latter provision shall control.  If any provision
of this Indenture modifies or excludes any provision of the Trust Indenture
Act that may be so modified or excluded, the latter provision shall be deemed
to apply to this Indenture as so modified or to be excluded, as the case may
be.  Until such time as this Indenture shall be qualified under the Trust
Indenture Act, this Indenture, the Company and the Trustee shall be deemed for
all purposes hereof to be subject to and governed by the Trust Indenture Act
to the same extent as would be the case if this Indenture were so qualified on
the date hereof.

SECTION 1.14    Counterparts.

This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

ARTICLE TWO

THE SECURITIES

SECTION 2.1     Form Generally.

The Securities and the Trustee's Certificate of Authentication shall be
in substantially the form set forth in  Exhibit A hereto, which Exhibit is a
part of this Indenture, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or the Internal Revenue Code of
l986, as amended, and regulations thereunder (the "Code"), or as may,
consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution thereof.  All Securities shall be
issued in registered form, as opposed to bearer form, and shall sometimes be
referred to as the "Registered Securities."

The Securities shall be printed, lithographed, typewritten or engraved
or produced by any combination of these methods on steel engraved borders, if
so required by any securities exchange upon which the Securities may be
listed, or may be produced in any other manner permitted by the rules of any
such securities exchange, or, if the Securities are not listed on a securities
exchange, in any other manner approved by the Company, all as determined by
the officers executing such Securities, as evidenced by their execution
thereof.

Upon their original issuance, Securities shall be issued in the form of
one or more Global Securities without interest coupons and shall be registered
in the name of DTC, as Depositary, or its nominee and deposited with the
Trustee, as custodian for DTC, for credit by DTC to the respective accounts of
beneficial owners of the Securities represented thereby (or such other
accounts as they may direct).  Such Global Security, together with its
Successor Securities that are Global Securities, are collectively herein
called the "Restricted Global Security."
SECTION 2.2     Title and Terms.

The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is limited to U.S.$125,000,000
(U.S.$150,000,000 if the over-allotment is fully exercised), except for
Securities authenticated and delivered in exchange for, or in lieu of, other
Securities pursuant to Section 2.5, 2.6, 2.7, 7.5, 9.8, 10.2 or 12.3(e).

The Securities shall be known and designated as the "5.50% Convertible
Subordinated Notes due February 15, 2007" of the Company.  Their Stated
Maturity shall be February 15, 2007 and they shall bear interest on their
principal amount from February 15, 2000, payable semiannually in arrears on
February 15 and August 15 in each year, commencing August 15, 2000, at the
rate of 5.50% per annum until the principal thereof is due and at the rate
then in effect on any overdue principal and, to the extent permitted by law,
on any overdue interest; provided, however, that payments shall only be made
on Business Days as provided in Section 1.12.

The principal of, premium, if any, and interest on the Securities shall
be payable as provided in the form of Securities attached hereto as Exhibit A,
and the Repurchase Price, whether payable in cash or in shares of Common
Stock, shall be payable at such places as are identified in the Company Notice
given pursuant to Section 12.3 (any city in which any Paying Agent is located
being herein called a "Place of Payment").

The Registrable Securities are entitled to the benefits of a
Registration Rights Agreement as provided by the form of Securities attached
hereto as Exhibit A.  The Securities are entitled to the payment of Liquidated
Damages as provided in the Registration Rights Agreement. Whenever in this
Indenture there is a reference, in any context, to the payment of the
principal of, premium, if any, or interest on, or in respect of, any Security,
such mention shall be deemed to include mention of the payment of Liquidated
Damages payable as described in the Registration Rights Agreement to the
extent that, in such context, Liquidated Damages are, were or would be payable
in respect of the Security pursuant to the Registration Rights Agreement, and
an express mention of the payment of Liquidated Damages (if applicable) in any
provisions of the Security shall not be construed as excluding Liquidated
Damages in those provisions of the Security where such express mention is not
made. Liquidated Damages, if any, shall be paid on an Interest Payment Date.

The Securities shall be redeemable at the option of the Company, as
provided in Article Nine and in the form of Securities attached hereto as
Exhibit A.

The Securities shall be convertible as provided in Article Ten (any city
in which any Conversion Agent is located being herein called a "Place of
Conversion").

The Securities shall be subordinated in right of payment to Senior Debt
of the Company as provided in Article Eleven.
The Securities shall be subject to repurchase by the Company at the
option of the Holders as provided in Article Twelve.

SECTION 2.3     Denominations.

The Securities shall be issuable only in registered form, without
coupons, in denominations of U.S.$1,000 and integral multiples thereof.

SECTION 2.4     Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its
Chairperson of the Board, its Vice Chairperson of the Board, its Chief
Executive Officer, its President, one of its Vice Presidents, its Chief
Financial Officer, its principal financial officer, its principal accounting
officer, its Treasurer or its Controller under a facsimile of its corporate
seal reproduced thereon attested by its Secretary or one of its Assistant
Secretaries.  Any such signature may be manual or facsimile.

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

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee or to its order for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in
accordance with such Company Order shall authenticate and make available for
delivery such Securities as provided in this Indenture and not otherwise.

Each Security shall be dated the date of its authentication.

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

SECTION 2.5     Global Securities; Non-Global Securities.

(a)     Global Securities

(1)     Each Global Security authenticated under this Indenture
shall be registered in the name of the Depositary designated by the
Company for such Global Security or a nominee thereof and delivered to
such Depositary or a nominee thereof or custodian therefor, and each
such Global Security shall constitute a single Security for all purposes
of this Indenture.

(2)     Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Securities
registered, and no transfer of a Global Security in whole or in part may
be registered, in the name of any Person other than the Depositary for
such Global Security or a nominee thereof unless (A) such Depositary (i)
has notified the Company that it is unwilling or unable to continue as
Depositary for such Global Security or (ii) has ceased to be a clearing
agency registered as such under the Exchange Act or announces an
intention permanently to cease business or does in fact do so or (B)
there shall have occurred and be continuing an Event of Default with
respect to such Global Security.

(3)     If any Global Security is to be exchanged for other
Securities or cancelled in whole, it shall be surrendered by or on
behalf of the Depositary or its nominee to the Trustee, as Security
Registrar, for exchange or cancellation, as provided in this Article
Two.  If any Global Security is to be exchanged for other Securities or
cancelled in part, or if another Security is to be exchanged in whole or
in part for a beneficial interest in any Global Security, in each case,
as provided in Section 2.6, then either (A) such Global Security shall
be so surrendered for exchange or cancellation, as provided in this
Article Two, or (B) the principal amount thereof shall be reduced or
increased by an amount equal to the portion thereof to be so exchanged
or cancelled or equal to the principal amount of such other Security to
be so exchanged for a beneficial interest therein, as the case may be,
by means of an appropriate adjustment made on the records of the
Trustee, as Security Registrar, whereupon the Trustee, in accordance
with the Applicable Procedures, shall instruct the Depositary or its
authorized representative to make a corresponding adjustment to its
records.  Upon any such surrender or adjustment of a Global Security,
the Trustee shall, subject to Section 2.6(c) and as otherwise provided
in this Article Two, authenticate and make available for delivery any
Securities issuable in exchange for such Global Security (or any portion
thereof) to or upon the order of, and registered in such names as may be
directed by, the Depositary or its authorized representative.  Upon the
request of the Trustee in connection with the occurrence of any of the
events specified in the preceding paragraph, the Company shall promptly
make available to the Trustee a reasonable supply of Securities that are
not in the form of Global Securities.  The Trustee shall be entitled to
rely upon any order, direction or request of the Depositary or its
authorized representative which is given or made pursuant to this
Article Two if such order, direction or request is given or made in
accordance with the Applicable Procedures.

(4)     Every Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, a Global Security or
any portion thereof, whether pursuant to this Article Two or otherwise,
shall be authenticated and delivered in the form of, and shall be, a
registered Global Security, unless such Security is registered in the
name of a Person other than the Depositary for such Global Security or a
nominee thereof, in which case such Registered Security shall be
authenticated and delivered in definitive, fully registered form,
without interest coupons.

(5)     The Depositary or its nominee, as registered owner of a
Global Security, shall be the Holder of such Global Security for all
purposes under the Indenture and the Registered Securities, and owners
of beneficial interests in a Global Security shall hold such interests
pursuant to the Applicable Procedures.  Accordingly, any such owner's
beneficial interest in a Global Security shall be shown only on, and the
transfer of such interest shall be effected only through, records
maintained by the Depositary or its nominee or its Agent Members, and
such owners of beneficial interests in a Global Security shall not be
considered the owners or holders thereof.

(b)     Non-Global Securities

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

If temporary Securities are issued, the Company shall cause definitive
Securities to be prepared without unreasonable delay.  After the preparation
of definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Section 8.2, without charge to
the Holder.  Upon surrender for cancellation of any one or more temporary
Securities, the Company shall execute and the Trustee shall authenticate and
make available for delivery in exchange therefor a like principal amount of
definitive Securities of authorized denominations.  Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

SECTION 2.6     Registration, Registration of Transfer and Exchange;
Restrictions on Transfer.

(a)     The Company shall cause to be kept at the Corporate Trust Office a
register (the register maintained in such office and in any other office or
agency of the Company designated pursuant to Section 8.2 being herein
sometimes collectively referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and of transfers of
Registered Securities.  The Trustee is hereby appointed "Security Registrar"
for the purpose of registering Registered Securities and transfers and
exchanges of Registered Securities as herein provided.
Upon surrender for registration of transfer of any Security at an office
or agency of the Company designated pursuant to Section 8.2 for such purpose,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Securities of any authorized denominations and of a like aggregate principal
amount and bearing such restrictive legends as may be required by this
Indenture.

At the option of the Holder, and subject to the other provisions of this
Section 2.6, Securities may be exchanged for other Securities of any
authorized denomination and of a like aggregate principal amount, upon
surrender of the Securities to be exchanged at any such office or agency.
Whenever any Securities are so surrendered for exchange, and subject to the
other provisions of this Section 2.6, the Company shall execute, and the
Trustee shall authenticate and make available for delivery, the Securities the
Holder making the exchange is entitled to receive.  Every Security presented
or surrendered for registration of transfer or for exchange shall (if so
required by the Company or the Security Registrar) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing.

All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, subject to the other provisions of this Section 2.6, and entitled to the
same benefits under this Indenture, as the Securities surrendered upon such
registration of transfer or exchange.

No service charge shall be made for any registration of transfer or
exchange of Securities except as provided in Section 2.7, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 2.5, 7.5,
9.8, 10.2 or 12.3(e) (other than where the shares of Common Stock are to be
issued or delivered in a name other than that of the Holder of the Security)
not involving any transfer and other than any stamp and other duties, if any,
that may be imposed in connection with any such transfer or exchange by the
United States or any political subdivision thereof or therein, which shall be
paid by the Company.

In the event of a redemption of the Securities, the Company shall not be
required (1) to register the transfer of or exchange Securities for a period
of 15 days immediately preceding the date notice is given identifying the
serial numbers of the Securities called for such redemption or (2) to register
the transfer of or exchange any Security, or portion thereof, called for
redemption.

(b)     Restricted Securities Legends.  All Securities shall bear the
applicable Restricted Securities Legend subject to the following:

(1)     subject to the following clauses of this Section 2.6(b), a
Security or any         portion thereof that is exchanged, upon transfer or
otherwise, for a Global Security or any portion thereof shall bear the
Restricted Securities Legend borne by such Global Security while
represented thereby;

(2)     subject to the following clauses of this Section 2.6(b), a
new Security that is not a Global Security and is issued in exchange for
another Security (including a Global Security) or any portion thereof,
upon transfer or otherwise, shall bear the Restricted Securities Legend
borne by such other Security;

(3)     any Securities that are sold or otherwise disposed of
pursuant to an effective registration statement under the Securities Act
(including the Shelf Registration Statement), together with their
Successor Securities, shall not bear a Restricted Securities Legend; the
Company shall give the Trustee notice in writing of the effective date
of any such registration statement registering the Securities under the
Securities Act and permitting Securities to be sold without a Restricted
Securities Legend.  The Trustee shall not be liable for any action taken
or omitted to be taken by it in good faith in accordance with the
aforementioned notice of the Company;

(4)     at any time after the Securities may be freely transferred
without registration under the Securities Act or without being subject
to transfer restrictions pursuant to the Securities Act, a new Security
that does not bear a Restricted Securities Legend may be issued in
exchange for or in lieu of a Security (other than a Global Security) or
any portion thereof that bears such a legend if the Trustee has received
appropriate documentation that the certificate need not bear a
Restricted Securities Legend, satisfactory to the Trustee and duly
executed by the Holder of such legended Security or his attorney duly
authorized in writing, and after such date and receipt of such
documentation, the Trustee shall authenticate and make available for
delivery such a new Security in exchange for or in lieu of such other
Security as provided in this Article Two;

(5)     a new Security that does not bear a Restricted Securities
Legend may be issued in exchange for or in lieu of a Security (other
than a Global Security) or any portion thereof that bears such a legend
if, in the Company's judgment evidenced by an Officers' Certificate,
placing such a legend upon such new Security is not necessary to ensure
compliance with the registration requirements of the Securities Act, and
the Trustee, at the written direction of the Company, shall authenticate
and make available for delivery such a new Security as provided in this
Article Two; and

(6)     notwithstanding the foregoing provisions of this Section
2.6(b), a Successor Security of a Security that does not bear a
particular form of Restricted Securities Legend shall not bear such form
of legend unless the Company has reasonable cause to believe that such
Successor Security is a "restricted security" within the meaning of Rule
144, in which case the Trustee, at the written direction of the Company,
shall authenticate and make available for delivery a new Security
bearing a Restricted Securities Legend in exchange for such Successor
Security as provided in this Article Two.
(c)     Neither the Trustee, the Paying Agent nor any of their agents
shall (1) have any duty to monitor compliance with or with respect to any
federal or state or other securities or tax laws or (2) have any duty to
obtain documentation on any transfers or exchanges other than as specifically
required hereunder.

SECTION 2.7     Mutilated, Destroyed, Lost or Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and make available for
delivery in exchange therefor a new Security of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

If there be delivered to the Company and to the Trustee:

(a)     evidence to their satisfaction of the destruction, loss or theft
of any Security, and

(b)     such security or indemnity as may be satisfactory to the Company
and the Trustee to save each of them and any agent of either of them harmless,

then, in the absence of actual notice to the Company or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company shall execute
and the Trustee shall authenticate and make available for delivery, in lieu of
any such destroyed, lost or stolen Security, a new Security of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion,
but subject to any conversion rights, may, instead of issuing a new Security,
pay such Security, upon satisfaction of the conditions set forth in the
preceding paragraph.

Upon the issuance of any new Security under this Section 2.7, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto (other than any
stamp and other duties, if any, that may be imposed in connection therewith by
the United States or any political subdivision thereof or therein, which shall
be paid by the Company) and any other expenses (including the fees and
expenses of the Trustee) connected therewith.

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

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

SECTION 2.8     Payment of Interest; Interest Rights Preserved.

Interest on any Security that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest.

Any interest on any Security that is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date ("Defaulted Interest")
shall forthwith cease to be payable to the Holder on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in
clause (a) or (b) below:

(a)     The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Securities (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which shall be fixed in the
following manner.  The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security, the date of
the proposed payment and the Special Record Date, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted Interest as
provided in this clause.  The Special Record Date for the payment of such
Defaulted Interest shall be not more than 15 days and not less than 10 days
prior to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment.  The Trustee, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder at such Holder's address
as it appears in the Security Register, not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been so mailed, such Defaulted
Interest shall be paid to the Persons in whose names the Securities (or their
respective Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to the
following clause (b).

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

Subject to the foregoing provisions of this Section 2.8 and Section 2.6,
each Security delivered under this Indenture upon registration of transfer of
or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, that were carried by such other
Security.

Interest on any Security that is converted in accordance with Section
10.2 during a Record Date Period shall be payable in accordance with the
provisions of Section 10.2.

SECTION 2.9     Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of, premium, if any, and
(subject to Section 2.8) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

SECTION 2.10    Cancellation.

All Securities surrendered for payment, redemption, repurchase,
registration of transfer or exchange or conversion shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee.  All
Securities so delivered to the Trustee shall be cancelled promptly by the
Trustee.  No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section 2.10.  The Trustee shall
dispose of all cancelled Securities in accordance with applicable law and its
customary practices in effect from time to time.

SECTION 2.11    Computation of Interest.

Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.  Liquidated Damages, if any, shall be computed
on the basis of a 360-day year of twelve 30-day months.

SECTION 2.12    CUSIP Numbers.

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

        ARTICLE THREE

        SATISFACTION AND DISCHARGE

SECTION 3.1     Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of conversion, or registration of transfer
or exchange, or replacement of Securities herein expressly provided for and
any right to receive Liquidated Damages as provided in the form of Securities
attached hereto as Exhibit A and the Company's obligations to the Trustee
pursuant to Section 5.7), and the Trustee, at the expense of the Company,
shall execute proper instruments in form and substance satisfactory to the
Trustee acknowledging satisfaction and discharge of this Indenture, when

(a)     either

(1)     all Securities theretofore authenticated and delivered
(other than (A) Securities that have been destroyed, lost or stolen and
that have been replaced or paid as provided in Section 2.7 and (B)
Securities for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in
Section 8.3) have been delivered to the Trustee for cancellation; or

(2)     all such Securities not theretofore delivered to the Trustee
or its agent for cancellation (other than Securities referred to in
clauses (A) and (B) of clause (a)(1) above)

(i)     have become due and payable, or

(ii)    will have become due and payable at their Stated Maturity
within one      year, or

(iii)   are to be called for redemption within one year 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, in the case of clause (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds
(immediately available to the Holders in the case of clause (i) above)
an amount sufficient to pay and discharge the entire principal, premium,
if any, interest and Liquidated Damages, if any, on such Securities not
theretofore delivered to the Trustee for cancellation, to the date of
such deposit (in the case of Securities that have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may
be;

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

(c)     the Company has delivered to the Trustee an Officers' Certificate
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 5.7, the obligations
of the Company to any Authenticating Agent under Section 5.12, the obligation
of the Company to pay Liquidated Damages, if money shall have been deposited
with the Trustee pursuant to clause (a)(2) of this Section 3.1, the
obligations of the Trustee under Section 3.2 and the last paragraph of Section
8.3, and the obligations of the Company and the Trustee under Section 2.6 and
Article Ten shall survive. Funds held in trust pursuant to this Section 3.1
are not subject to the provisions of Article Eleven.

SECTION 3.2     Application of Trust Money.

Subject to the provisions of the last paragraph of Section 8.3, all
money deposited with the Trustee pursuant to Section 3.1 shall be held in
trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent), to the Persons
entitled thereto, of the principal, premium, if any, Liquidated Damages, if
any, and interest for whose payment such money has been deposited with the
Trustee.

All moneys deposited with the Trustee pursuant to Section 3.1 (and held
by it or any Paying Agent) for the payment of Securities subsequently
converted shall be returned to the Company upon Company Request.

ARTICLE FOUR

REMEDIES

SECTION 4.1     Events of Default.

"Event of Default," wherever used herein, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
occasioned by the provisions of Article Eleven or be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or
governmental body):

(a)     default in the payment of the principal of or premium, if any, on
any Security at its Maturity, whether or not such payment is prohibited by the
subordination provisions of this Indenture; or

(b)     default in the payment of any interest or Liquidated Damages, if
any, upon any Security when it becomes due and payable, and continuance of
such default for a period of 30 days, whether or not such payment is
prohibited by the subordination provisions of this Indenture; or

(c)     failure by the Company to give the Company Notice in accordance
with Section 12.3, whether or not such notice is prohibited by the
subordination provisions of this Indenture; or

(d)     default in the performance, or breach, of any covenant or warranty
of the Company in this Indenture (other than a covenant or warranty a default
in the performance or breach of which is specifically dealt with elsewhere in
this Section 4.1), and continuance of such default or breach for a period of
60 days after there has been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in aggregate principal amount of the Outstanding Securities, a
written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder; or

(e)     default in the payment when due of the principal of any
indebtedness under any bond, debenture, note or other evidence of indebtedness
for money borrowed by the Company or any Subsidiary or under any mortgage,
indenture or instrument under which there may be issued or by which there may
be secured or evidenced any indebtedness for money borrowed by the Company or
any Subsidiary with a principal amount then outstanding in excess of
U.S. $10,000,000, whether such indebtedness now exists or shall hereafter be
created, if the indebtedness is not discharged and such default continues for
a period of 20 days or more, or if such indebtedness has been accelerated,
such acceleration is not rescinded or annulled, within a period of 30 days
after there shall have been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities a written notice
specifying such default and requiring the Company to cause such indebtedness
to be discharged or such acceleration to be rescinded or annulled and stating
that such notice is a "Notice of Default" hereunder; or

(f)     the entry by a court having jurisdiction in the premises of (1) a
decree or order for relief in respect of the Company or any Significant
Subsidiary in an involuntary case or proceeding under any applicable federal
or state bankruptcy, insolvency, reorganization or other similar law or (2) a
decree or order adjudging the Company or any Significant Subsidiary a bankrupt
or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company or any Significant Subsidiary under any applicable federal or state
law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or any Significant
Subsidiary or of any substantial part of its property, or ordering the winding
up or liquidation of its affairs, and the continuance of any such decree or
order for relief or any such other decree or order unstayed and in effect for
a period of 60 consecutive days; or

(g)     the commencement by the Company or any Significant Subsidiary of a
voluntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to
the entry of a decree or order for relief in respect of the Company or any
Significant Subsidiary in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or similar relief under any applicable federal or state
law, or the consent by it to the filing of such petition or to the appointment
of or taking possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or any
Significant Subsidiary or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or the admission
by it in writing of its inability to pay its debts generally as they become
due, or the taking of corporate action by the Board of Directors or the board
of directors of any Significant Subsidiary in furtherance of any such action.

SECTION 4.2     Acceleration of Maturity; Rescission and Annulment.

If an Event of Default (other than an Event of Default specified in
Section 4.1(f) or 4.1(g)) occurs and is continuing, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders), and upon any such declaration, such
principal and all accrued interest thereon shall become immediately due and
payable.  If an Event of Default specified in Section 4.1(f) or 4.1(g) occurs,
the principal of, and accrued interest on, all the Securities shall ipso facto
become immediately due and payable without any declaration or other Act of the
Holder or any act on the part of the Trustee.

At any time after such declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article Four provided, the Holders of a
majority in principal amount of the Outstanding Securities, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if:

(a)     the Company has paid or deposited with the Trustee a sum
sufficient to pay

(1)     all overdue interest and Liquidated Damages, if any, on all
Securities,

(2)     the principal of and premium, if any, on any Securities that
have become     due otherwise than by such declaration of acceleration
and any interest thereon at the rate borne by the Securities,

(3)     to the extent permitted by applicable law, interest upon
overdue interest at     the rate then in effect, and

(4)     all sums paid or advanced by the Trustee hereunder and the
reasonable      compensation, expenses, disbursements and advances of the
Trustee, its agents and its counsel; and

(b)     all Events of Default, other than the non-payment of the principal
of, and any premium and interest on, Securities that have become due solely by
such declaration of acceleration, have been cured or waived as provided in
Section 4.13.

No rescission or annulment referred to above shall affect any subsequent
default or impair any right consequent thereon.

SECTION 4.3     Collection of Indebtedness and Suits for Enforcement by
Trustee.

The Company covenants that if:

(a)     default is made in the payment of any interest or Liquidated
Damages on any Security when it becomes due and payable and such default
continues for a period of 30 days, or

(b)     default is made in the payment of the principal of or premium, if
any, on any Security at the Maturity thereof,

the Company will upon demand of the Trustee pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal, premium, if any, Liquidated Damages, if any, and
interest on any overdue principal, premium, if any, Liquidated Damages, if
any, and, to the extent permitted by applicable law, on any overdue interest
at the rate then in effect, and in addition thereto, such further amount as
shall be sufficient to cover the reasonable costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and its counsel.

If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities, wherever
situated.

If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other
proper remedy.

SECTION 4.4     Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relating to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or the
creditors of either, the Trustee (irrespective of whether the principal of,
and any interest on, the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in
such proceeding or otherwise,

(a)     to file and prove a claim for the whole amount of principal,
premium, if any, Liquidated Damages, if any, and interest owing and unpaid in
respect of the Securities and take such other actions, including participating
as a member, voting or otherwise, of any official committee of creditors
appointed in such matter, and to file such other papers or documents, in each
of the foregoing cases, as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and its
counsel) and of the Holders of Securities allowed in such judicial proceeding,
and

(b)     to collect and receive any moneys or other property payable or
deliverable on any such claim and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Holder
of Securities 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
of Securities, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel and any other amounts due the Trustee under Section 5.7.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a
Security any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof or to authorize
the Trustee to vote in respect of the claim of any Holder of a Security in any
such proceeding; provided, however, that the Trustee may, on behalf of such
Holders, vote for the election of a trustee in bankruptcy or similar official.

SECTION 4.5     Trustee May Enforce Claims without Possession of Securities.

All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and its counsel, be for
the ratable benefit of the Holders of the Securities in respect of which
judgment has been recovered.

SECTION 4.6     Application of Money Collected.

Subject to Article Eleven, any money collected by the Trustee pursuant
to this Article Four shall be applied in the following order, at the date or
dates fixed by the Trustee and, in case of the distribution of such money on
account of principal, premium, if any, or interest, upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 5.7;

SECOND: To the payment of the amounts then due and unpaid for principal
of, premium, if any, Liquidated Damages, if any, or interest on, the
Securities in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to
the amounts due and payable on such Securities for principal, premium, if any,
Liquidated Damages, if any, and interest, respectively; and

THIRD: Any remaining amounts shall be repaid to the Company.

SECTION 4.7     Limitation on Suits.

No Holder of any Security shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder,
unless:

(a)     such Holder has previously given written notice to the Trustee of
a continuing Event of Default;

(b)     the Holders of not less than 25% in principal amount of the
Outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

(c)     such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request; and

(d)     the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding;

it being understood and intended that no one or more of such Holders shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other of such Holders, or to obtain or seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of
all such Holders.

SECTION 4.8     Unconditional Right of Holders to Receive Principal, Premium
and Interest and to Convert.

Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of, premium, if any, Liquidated Damages, if any, and
(subject to Section 2.8) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption or
repurchase, on the Redemption Date or Repurchase Date, as the case may be),
and to convert such Security in accordance with Article Ten, and to institute
suit for the enforcement of any such payment and right to convert, and such
rights shall not be impaired without the consent of such Holder.

SECTION 4.9     Restoration of Rights and Remedies.

If the Trustee or any Holder of a Security has instituted any proceeding
to enforce any right or remedy under this Indenture and such proceeding has
been discontinued or abandoned for any reason, or has been determined
adversely to the Trustee or to such Holder, then and in every such case,
subject to any determination in such proceeding, the Company, the Trustee and
the Holders of Securities shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and such Holders shall continue as though no such proceeding had been
instituted.

SECTION 4.10    Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 2.7, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders of Securities is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.

SECTION 4.11    Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default
or any acquiescence therein.  Every right and remedy given by this Article
Four or by law to the Trustee or to the Holders of Securities may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or
(subject to the limitations contained in this Indenture) by the Holders of
Securities, as the case may be.

SECTION 4.12    Control by Holders of Securities.

The Holders of a majority in principal amount of the Outstanding
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, provided that

(a)     such direction shall not be in conflict with any rule of law or
with this Indenture, and

(b)     the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction.

SECTION 4.13    Waiver of Past Defaults.

The Holders, either (a) through the written consent of not less than a
majority in principal amount of the Outstanding Securities or (b) by the
adoption of a resolution, at a meeting of Holders of the Outstanding
Securities at which a quorum is present, by the Holders of at least a majority
in principal amount of the Outstanding Securities represented at such meeting,
may on behalf of the Holders of all the Securities waive any past default
hereunder and its consequences, except a default (1) in the payment of the
principal of, premium, if any, interest, the Repurchase Price or Liquidated
Damages, if any, on any Security or (2) in respect of a covenant or provision
hereof that under Article Seven cannot be modified or amended without the
consent of the Holder of each Outstanding Security affected.

Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent
or other default or impair any right consequent thereon.

SECTION 4.14    Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys'
fees and expenses, against any party litigant in such suit, having due regard
to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section 4.14 shall not apply to any suit
instituted by the Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities, or to any suit
instituted by any Holder of any Security for the enforcement of the payment of
the principal of, premium, if any, Liquidated Damages, if any, or interest on
any Security on or after the respective Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption or repurchase, on or
after the Redemption Date or Repurchase Date, as the case may be) or for the
enforcement of the right to convert any Security in accordance with Article
Ten.

SECTION 4.15    Waiver of Stay, Usury or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, usury or extension law wherever
enacted, now or at any time hereafter in force, that may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not hinder, delay or impede by reason of
such law the execution of any power herein granted to the Trustee but will
suffer and permit the execution of every such power as though no such law had
been enacted.

        ARTICLE FIVE

        THE TRUSTEE

SECTION 5.1     Certain Duties and Responsibilities.

(a)     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; but in the case of any such certificates or opinions that by
any provision hereof are specifically required to be furnished to the
Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this
Indenture but not to verify or confirm the contents thereof.

(b)     In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

(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 (c) shall not be construed to limit the
effect of paragraph (a) of this Section 5.1;

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

(3)     the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the
Outstanding Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Indenture; and

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

(d)     Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 5.1.

SECTION 5.2     Notice of Defaults.

Within 90 days after the occurrence of any default hereunder as to which
a Responsible Officer of the Trustee has actually received written notice, the
Trustee shall give to all Holders of Securities, in the manner provided in
Section 1.6, notice of such default, unless to the actual knowledge of the
Trustee such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of, premium,
if any, or interest on any Security, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors or Responsible Officers
of the Trustee in good faith determine that the withholding of such notice is
in the interest of the Holders; and provided, further, that in the case of any
default of the character specified in Section 4.1(d), no such notice to
Holders of Securities shall be given until at least 60 days after the
occurrence thereof.  For the purpose of this Section 5.2, the term "default"
means any event that is, or after notice or lapse of time or both would
become, an Event of Default.

SECTION 5.3     Certain Rights of Trustee.

Subject to the provisions of Section 5.1:

(a)     the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate, other
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, coupon, other evidence of
indebtedness or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;

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

(c)     whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its
part, request and rely upon an Officers' Certificate;

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

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

(f)     the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, coupon, other evidence of indebtedness or other paper or document, but
the Trustee may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney;

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

(h)     the rights, privileges, protections, immunities and benefits given
to the Trustee hereunder, including without limitation its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each Paying Agent, Authenticating Agent,
Conversion Agent, or Security Registrar acting hereunder;

(i)     the Trustee shall not be liable for any action taken or omitted to
be taken by it in good faith that it believed to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture, unless the
Trustee's conduct constitutes negligence;

(j)     the permissive rights of the Trustee to do things enumerated in
this Indenture shall not be construed as a duty unless so specified herein;
and

(k)     the Trustee shall not be deemed to have notice or actual knowledge
of any Event of Default or Registration Default unless a Responsible Officer
of the Trustee has actual knowledge thereof or has received written notice
thereof at the Corporate Trust Office.

SECTION 5.4     Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities (except the
Trustee's certificates of authentication) shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
 The Trustee makes no representations as to the validity, sufficiency or
priority of this Indenture, of the Securities or of the Common Stock issuable
upon the conversion of the Securities.  The Trustee shall not be accountable
for the use or application by the Company of Securities or the proceeds
thereof.

SECTION 5.5     May Hold Securities, Act as Trustee under Other Indentures.

The Trustee, any Authenticating Agent, any Paying Agent, any Conversion
Agent or any other agent of the Company or the Trustee, in its individual or
any other capacity, may become the owner or pledgee of Securities and may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Conversion Agent or such
other agent.

The Trustee may become and act as trustee under other indentures under
which other securities, or certificates of interest or participation in other
securities, of the Company are outstanding in the same manner as if it were
not Trustee hereunder.

SECTION 5.6     Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law.  The Trustee shall be under
no liability for interest on any money received by it hereunder, except as
otherwise agreed in writing with the Company.

SECTION 5.7     Compensation and Reimbursement.

The Company agrees

(a)     to pay to the Trustee from time to time such reasonable
compensation as the Company and the Trustee shall from time to time agree in
writing for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);

(b)     except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of
this Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disburse-
ment or advance as may be attributable to its negligence or willful
misconduct; and

(c)     to indemnify the Trustee (and its directors, officers, employees
and agents) for, and to hold it harmless against, any and all loss, damage,
claim, liability or expense, including taxes (other than taxes based on the
income of the Trustee), incurred without negligence, bad faith or willful
misconduct on its part, arising out of or in connection with the acceptance or
administration of this trust, including the reasonable costs, expenses and
reasonable attorneys' fees of defending itself against any claim or liability
in connection with the exercise or performance of any of its powers or duties
hereunder.

When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 4.1(f) or Section 4.1(g) with respect
to the Company, the expenses (including the reasonable charges of its counsel)
and the compensation for the services are intended to constitute expenses of
the administration under any applicable federal or state bankruptcy,
insolvency or other similar law.

The Trustee shall have a lien prior to the Securities as to all property
and funds held by it hereunder for any amount owing it or any predecessor
Trustee pursuant to this Section 5.7, except with respect to funds held in
trust for the benefit of the Holders of particular Securities.

The provisions of this Section 5.7 shall survive the termination of this
Indenture or the earlier resignation or removal of the Trustee.

SECTION 5.8     Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such, having a
combined capital and surplus (or for such purposes, the combined capital and
surplus of any parent holding company) of at least U.S. $25,000,000, subject
to supervision or examination by federal or state authority, in good standing
and having an established place of business in the Borough of Manhattan, The
City of New York.  If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section 5.8, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.  If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 5.8, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article and a successor shall be appointed pursuant to Section 5.9.

SECTION 5.9     Resignation and Removal; Appointment of Successor.

(a)     No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 5.10.

(b)     The Trustee may resign at any time by giving written notice
thereof to the Company.  If the instrument of acceptance by a successor
Trustee required by Section 5.10 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee or the Company may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

(c)     The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Securities, delivered to the
Trustee and the Company.  If the instrument of acceptance by a successor
Trustee required by Section 5.10 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of removal, the removed Trustee
or the Company may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

(d)     If at any time:

(1)     the Trustee shall cease to be eligible under Section 5.8 and
shall fail to resign after written request therefor by the Company or by
any Holder of a Security who has been a bona fide Holder of a Security
for at least six months, or

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

then, (i) in any such case the Company may remove the Trustee, or (ii) in the
case of clause (d)(1) above only and subject to Section 4.14, any Holder of a
Security who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

(e)     If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause,
the Company shall promptly appoint a successor Trustee and shall comply with
the applicable requirements of this Section 5.9 and Section 5.10.  If, within
one year after such resignation, removal or incapability, or occurrence of
such vacancy, a successor Trustee shall be appointed by Act of the Holders of
a majority in principal amount of the Outstanding Securities delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 5.10, become the successor Trustee and
supersede the successor Trustee appointed by the Company.  If no successor
Trustee shall have been so appointed by the Company or the Holders of
Securities and accepted appointment in the manner required by this Section 5.9
and Section 5.10, any Holder of a Security who has been a bona fide Holder of
a Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

(f)     The successor Trustee shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor Trustee to all
Holders of Securities in the manner provided in Section 1.6.  Each notice
shall include the name of the successor Trustee and the address of its
Corporate Trust Office.

SECTION 5.10    Acceptance of Appointment by Successor.

Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee.  Such retiring Trustee shall, upon
payment of its charges, promptly execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of
the retiring Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder.  Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts.

No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be eligible under this Article.

SECTION 5.11    Merger, Conversion, Consolidation or Succession to
Business. 

Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding by sale or otherwise to all or substantially all of
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder (provided such corporation shall be otherwise eligible under
this Article), without the execution or filing of any paper or any further act
on the part of any of the parties hereto.  In case any Securities shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

SECTION 5.12    Authenticating Agents.

The Trustee may, with the consent of the Company, appoint an
Authenticating Agent or Agents acceptable to the Company with respect to the
Securities, which shall be authorized to act on behalf of the Trustee to
authenticate Securities issued upon exchange or substitution pursuant to this
Indenture.

Securities authenticated by an Authenticating Agent shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder, and every reference in
this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee's certificate of authentication shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by
an Authenticating Agent.  Each Authenticating Agent shall be subject to
acceptance by the Company and shall at all times be a corporation organized
and doing business under the laws of the United States of America, any state
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent and subject to supervision or examination by government
or other fiscal authority.  If at any time an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section 5.12, such
Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section 5.12.

Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating
Agent shall be a party, or any corporation succeeding to the corporate agency
or corporate trust business of an Authenticating Agent, shall continue to be
an Authenticating Agent (provided such corporation shall be otherwise eligible
under this Section 5.12), without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company.  The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company.  Upon receiving such
a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 5.12, the Trustee may appoint a successor
Authenticating Agent, which shall be subject to acceptance by the Company.
Any successor Authenticating Agent, upon acceptance of its appointment
hereunder, shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent.  No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 5.12.

The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section 5.12.

If an Authenticating Agent is appointed with respect to the Securities
pursuant to this Section 5.12, the Securities may have endorsed thereon, in
addition to or in lieu of the Trustee's certification of authentication, an
alternative certificate of authentication in the following form:

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

as Trustee
By [Authenticating Agent],
as Authenticating Agent

By _____________________________
Authorized Signature
SECTION 5.13    Disqualification; Conflicting Interests.

If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign as Trustee hereunder, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and
this Indenture.

SECTION 5.14    Preferential Collection of Claims against Company.

If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

        ARTICLE SIX

        CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 6.1     Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into it or convey, transfer, sell or lease such
Person's properties and assets substantially as an entirety to it, unless:

(a)     the Person formed by such consolidation or into or with which the
Company is merged, or the Person to which the Company's properties and assets
are conveyed, transferred, sold or leased, shall be (1) a corporation, limited
liability company, partnership or trust organized and validly existing under
the laws of the United States of America, any state thereof or the District of
Columbia or (2) organized under the laws of a jurisdiction outside the United
States of America and have (i) common stock or American Depositary Shares
representing such common stock traded on a national securities exchange in the
United States, including The Nasdaq Stock Market, Inc., and (ii) a worldwide
total market capitalization of its equity securities (before giving effect to
such consolidation or merger) of at least U.S.$5,000,000,000, and, in each
case, if other than the Company, shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of,
premium, if any, Liquidated Damages, if any, and interest on all of the
Securities as applicable, and the performance or observance of every covenant
of this Indenture on the part of the Company to be performed or observed and
shall have provided for conversion rights in accordance with Article Ten;

(b)     immediately after giving effect to such transaction, no Event of
Default, and no event that, after notice or lapse of time or both, would
become an Event of Default, shall have occurred and be continuing; and
(c)     the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture comply with this
Article and that all conditions precedent herein provided for relating to such
transaction have been complied with, together with any documents required
under Section 7.3.

SECTION 6.2     Successor Substituted.

Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of all or
substantially all the properties and assets of the Company in accordance with
Section 6.1, the successor Person formed by such consolidation or into or with
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except
in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.

        ARTICLE SEVEN

        SUPPLEMENTAL INDENTURES

SECTION 7.1     Supplemental Indentures without Consent of Holders of Securities.-


Without the consent of any Holders of Securities, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time
to time, may enter into one or more indentures supplemental hereto for any of
the following purposes:

(a)     to evidence the succession of another Person to the Company and
the assumption by any such successor of the covenants and obligations of the
Company herein and in the Securities as permitted by this Indenture; or

(b)     to add to the covenants of the Company for the benefit of the
Holders of Securities or to surrender any right or power herein conferred upon
the Company; or

(c)     to secure the Securities; or

(d)     to make provision with respect to the conversion rights of Holders
of Securities pursuant to Section 10.11; or

(e)     to make any changes or modifications to this Indenture necessary
in connection with the registration of any Registrable Securities under the
Securities Act as contemplated by the Registration Rights Agreement (provided
such action pursuant to this clause (e) shall not, in the judgment of the
Company, adversely affect the interests of the Holders of Securities in any
material respect); or

(f)     to comply with the requirements of the Trust Indenture Act or the
rules and regulations of the Commission thereunder in order to effect or
maintain the qualification of this Indenture under the Trust Indenture Act, as
contemplated by this Indenture or otherwise; or

(g)     to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee; or

(h)     to cure any ambiguity, to correct or supplement any provision
herein that may be inconsistent with any other provision herein or that is
otherwise defective, or to make any other provisions with respect to matters
or questions arising under this Indenture as the Company and the Trustee may
deem necessary or desirable (provided such action pursuant to this clause (h)
shall not, in the judgment of the Company, adversely affect the interests of
the Holders of Securities in any material respect).

Upon Company Request accompanied by a Board Resolution authorizing the
execution of any such supplemental indenture, and subject to and upon receipt
by the Trustee of the documents described in Section 7.3 hereof, the Trustee
shall join with the Company in the execution of any supplemental indenture
authorized or permitted by the terms of this Indenture and to make any further
appropriate agreements and stipulations that may be therein contained.

SECTION 7.2     Supplemental Indentures with Consent of Holders of Securities.-


With either (a) the written consent of the Holders of not less than a
majority in principal amount of the Outstanding Securities, by the Act of said
Holders delivered to the Company and the Trustee, or (b) by the adoption of a
resolution, at a meeting of Holders of the Outstanding Securities at which a
quorum is present, by the Holders of a majority in principal amount of the
Outstanding Securities represented at such meeting, the Company, when
authorized by a Board Resolution, and the Trustee may enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Holders of
Securities under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent or affirmative vote of the Holder of each
Outstanding Security affected thereby,

(l)     change the Stated Maturity of the principal of, or any
installment of interest on, any Security, or reduce the principal
amount, any premium or the rate of interest payable thereon, or change
the place at which or the coin or currency in which any Security or the
interest or any premium thereon or any other amount in respect thereof
is payable; or
(2)     reduce the amount payable upon redemption at the Company's
option; or

(3)     impair the right to institute suit for the enforcement of
any payment in  respect of any Security on or after the Stated
Maturity thereof (or, in the case of redemption or any repurchase, on or
after the Redemption Date or Repurchase Date, as the case may be); or

(4)     except as permitted by Section 10.11, adversely affect the
right to convert any Security as provided in Article Ten; or

(5)     modify the provisions of this Indenture with respect to the
subordination of the Securities in a manner adverse to the Holders of
Securities; or

(6)     reduce the percentage in principal amount of the Outstanding
Securities the consent of whose Holders is required for any supplemental
indenture to modify or amend any provision of this Indenture or the
consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and
their consequences) provided for in this Indenture; or

(7)     modify any of the provisions of this Section 7.2 except to
increase any percentage contained herein or therein or to provide that
certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected
thereby; or

(8)     amend or modify the provisions of Article Twelve in a manner
adverse to the Holders after the Holder's right to require the Company
to repurchase the Securities upon a Change in Control arises.

It shall not be necessary for any Act of Holders of Securities under
this Section 7.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

The quorum at any meeting called to adopt a resolution shall be Holders
representing a majority in aggregate principal amount of Securities at the
time Outstanding.

SECTION 7.3     Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Sections 5.1 and 5.3) shall be fully protected in
relying in good faith upon, an Opinion of Counsel stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture
and that such supplemental indenture has been duly authorized, executed and
delivered by the Company and constitutes a valid and legally binding
obligation of the Company enforceable against the Company in accordance with
its terms.  The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture that affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

SECTION 7.4     Effect of Supplemental Indentures.

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

SECTION 7.5     Reference in Securities to Supplemental Indentures.

Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture.  If the Company shall so
determine, new Securities so modified as to conform, in the opinion of the
Company and the Trustee, to any such supplemental indenture may be prepared
and executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities.

SECTION 7.6     Notice of Supplemental Indentures.

Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 7.2, the Company
shall give notice to all Holders of Securities of such fact, setting forth in
general terms the substance of such supplemental indenture, in the manner
provided in Section 1.6.  Any failure of the Company to give such notice, or
any defect therein, shall not in any way impair or affect the validity of any
such supplemental indenture.

ARTICLE EIGHT

COVENANTS

SECTION 8.1     Payment of Principal, Premium and Interest.

The Company covenants and agrees that it will duly and punctually pay
the principal of and premium, if any, and interest (and Liquidated Damages, if
any) on the Securities in accordance with the terms of the Securities and this
Indenture.

SECTION 8.2     Maintenance of Offices or Agencies.

The Company hereby appoints the Corporate Trust Office or such other
office or agency of the Trustee as its agent in the Borough of Manhattan, The
City of New York, where Securities may be presented or surrendered for
payment, where Securities may be surrendered for registration of transfer or
exchange, where Securities may be surrendered for conversion, and where
notices and demands to or upon the Company in respect of the Securities and
this Indenture may be served.

The Company may at any time and from time to time vary or terminate the
appointment of any such agent or appoint any additional agents for any or all
of such purposes; provided, however, that until all of the Securities have
been delivered to the Trustee for cancellation, or moneys sufficient to pay
the principal of, premium, if any, and interest on the Securities have been
made available for payment and either paid or returned to the Company pursuant
to the provisions of Section 8.3, the Company shall maintain in the Borough of
Manhattan, The City of New York, an office or agency where Securities may be
presented or surrendered for payment and conversion, where Securities may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served. The Company shall give prompt written notice to the Trustee,
and notice to the Holders in accordance with Section 1.6, of the appointment
or termination of any such agents and of the location and any change in the
location of any such office or agency.

If at any time the Company shall fail to maintain any such required
office or agency, or shall fail to furnish the Trustee with the address
thereof, presentations and surrenders may be made and notices and demands may
be served on the Corporate Trust Office.

SECTION 8.3     Money for Security Payments to Be Held in Trust.

If the Company will act as its own Paying Agent, it shall, on or before
each due date of the principal of, premium, if any, or interest (or Liquidated
Damages, if any) on any of the Securities, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal,
premium, if any, or interest (or Liquidated Damages, if any) so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as
herein provided, and the Company will promptly notify the Trustee of its
action or failure so to act.

Whenever the Company shall have one or more Paying Agents, it will, no
later than 12:00 noon Eastern time on each due date of the principal of,
premium, if any, or interest (or Liquidated Damages, if any) on any
Securities, deposit with the Trustee a sum sufficient to pay the principal,
premium, if any, or interest so becoming due, such sum to be held for the
benefit of the Persons entitled to such principal, premium, if any, or
interest (or Liquidated Damages, if any), and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of any failure so to
act.

The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section 8.3,
that such Paying Agent will:

(a)     hold all sums held by it for the payment of the principal of,
premium, if any, or interest on Securities for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided;

(b)     give the Trustee notice of any default by the Company (or any
other obligor upon the Securities) in the making of any payment of principal,
premium, if any, or interest; and

(c)     at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held
by such Paying Agent.

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability
with respect to such money.

Anything contained herein to the contrary notwithstanding, any money
held by the Trustee or any Paying Agent in trust for the payment and discharge
of the principal of, premium, if any, or interest (or Liquidated Damages, if
any) on any Security that remains unclaimed for two years after the date when
each payment of such principal, premium or interest has become payable shall
be repaid within 60 days of such date by the Trustee to the Company as its
absolute property free from trust, and the Trustee shall thereupon be released
and discharged with respect thereto and the Holders shall look only to the
Company for the payment of the principal, premium or interest on such
Security.  The Trustee shall not be liable to the Company or any Holder for
interest on funds held by it for the payment and discharge of the principal,
premium or interest (or Liquidated Damages, if any) on any of the Securities
to any Holder.  The Company shall not be liable for any interest on the sums
paid to it pursuant to this paragraph and shall not be regarded as a trustee
of such money.

SECTION 8.4     Existence.

Subject to Article Six, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.
SECTION 8.5     Maintenance of Properties.

The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in
good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section 8.5 shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.

SECTION 8.6     Payment of Taxes and Other Claims.

The Company will pay or discharge, or cause to be paid or discharged,
before the same may become delinquent, (a) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, (b) all
claims for labor, materials and supplies that, if unpaid, might by law become
a lien or charge upon the property of the Company or any Subsidiary, and (c)
all stamps and other duties, if any, that may be imposed by the United States
or any political subdivision thereof or therein in connection with the
issuance, transfer, exchange or conversion of any Securities or with respect
to this Indenture; provided, however, that, in the case of clauses (a) and
(b), the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim (1) if the failure to
do so will not, in the aggregate, have a material adverse impact on the
Company or (2) if the amount, applicability or validity is being contested in
good faith by appropriate proceedings.

SECTION 8.7     Registration and Listing.

Within a reasonable time after the issuance of the Global Security, the
Company (a) will effect all registrations with, and obtain all approvals by,
all governmental authorities that may be necessary under any United States
federal or state law (including the Securities Act, the Exchange Act and state
securities and Blue Sky laws) before the shares of Common Stock issuable upon
conversion of Securities may be lawfully issued and delivered, and qualified
or listed as contemplated by clause (b) (it being understood that the Company
shall not be required to register the Securities under the Securities Act,
except pursuant to the Registration Rights Agreement); and (b) will cause the
shares of Common Stock required to be issued and delivered upon conversion of
Securities, prior to such issuance or delivery, to be approved for quotation
on The Nasdaq National Market or, if the Common Stock is not then approved for
quotation on The Nasdaq National Market, list the Common Stock or qualify the
Common Stock for quotation on each national securities exchange or quotation
system on which outstanding Common Stock is listed or quoted at the time of
such delivery.  Nothing in this Section 8.7 will limit the application of
Section 8.11.

SECTION 8.8     Statement by Officers as to Default.

The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate (one of the signers of which shall be the Company's principal
executive, principal financial or principal accounting officer), stating
whether or not to the knowledge of the signers thereof the Company is in
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

The Company will deliver to the Trustee, forthwith upon becoming aware
of any default in the performance or observance of any covenant, agreement or
condition contained in this Indenture, or any Event of Default, an Officers'
Certificate specifying with particularity such default or Event of Default and
further stating what action the Company has taken, is taking or proposes to
take with respect thereto.

Any notice required to be given under this Section 8.8 shall be
delivered to the Trustee at the Corporate Trust Office.

SECTION 8.9     Delivery of Certain Information.

At any time when the Company is not subject to Section 13 or 15(d) of
the Exchange Act, upon the request of a Holder of a Security or the holder of
shares of Common Stock issued upon conversion thereof, the Company will
promptly furnish or cause to be furnished Rule 144A Information to such Holder
of Securities or such holder of shares of Common Stock issued upon conversion
of Securities, or to a prospective purchaser of any such security designated
by any such Holder or holder, as the case may be, to the extent required to
permit compliance by such Holder or holder with Rule 144A under the Securities
Act (or any successor provision thereto) in connection with the resale of any
such security; provided, however, that the Company shall not be required to
furnish such information in connection with any request made on or after the
date that is two years from the later of (a) the date such a security (or any
such predecessor security) was last acquired from the Company or (b) the date
such a security (or any such predecessor security) was last acquired from an
"affiliate" of the Company within the meaning of Rule 144 under the Securities
Act (or any successor provision thereto).  "Rule 144A Information" shall be
such information as is specified pursuant to Rule 144A(d) (4) under the
Securities Act (or any successor provision thereto).

SECTION 8.10    Resale of Certain Securities; Reporting Issuer.

During the period beginning on the last date of original issuance of the
Securities and ending on the date that is two years from such date, the
Company will not, and will not permit any of its subsidiaries or other
"affiliates" (as defined under Rule 144 under the Securities Act or any
successor provision thereto) controlled by it to, resell (a) any Securities
that constitute "restricted securities" under Rule 144 or (b) any securities
into which the Securities have been converted under this Indenture that
constitute "restricted securities" under Rule 144 that, in either case, have
been reacquired by any of them.  The Trustee shall have no responsibility in
respect of the Company's performance of its agreement in the preceding
sentence.

SECTION 8.11    Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with any
covenant or conditions set forth in Sections 8.5 and 8.6, inclusive (other
than a covenant or condition which under Article Seven cannot be modified or
amended without the consent of the Holder of each Outstanding Security
affected), if before the time for such compliance the Holders shall, through
the written consent of, not less than a majority in principal amount of the
Outstanding Securities, either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so
expressly waived, and until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee or any Paying or
Conversion Agent in respect of any such covenant or condition shall remain in
full force and effect.

        ARTICLE NINE

        REDEMPTION OF SECURITIES

SECTION 9.1     Right of Redemption.

The Securities may be redeemed in accordance with the provisions of the
form of Securities attached hereto as Exhibit A.

SECTION 9.2     Applicability of Article.

Redemption of Securities at the election of the Company or otherwise, as
permitted or required by any provision of the Securities or this Indenture,
shall be made in accordance with such provision and this Article Nine.

SECTION 9.3     Election to Redeem; Notice to Trustee.

In case of any redemption at the election of the Company of any of the
Securities, the Company shall, at least 45 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee in writing of such Redemption Date.

SECTION 9.4     Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected by the Trustee within three
Business Days after it receives the notice described in Section 9.3 from the
Outstanding Securities not previously called for redemption by such method as
the Trustee may deem fair and appropriate.

If any Registered 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 (so far as may be) to be the portion selected for redemption.
Securities that have been converted during a selection of Securities to be
redeemed may be treated by the Trustee as Outstanding for the purpose of such
selection.

The Trustee shall promptly notify the Company and each Security
Registrar in writing of the Securities selected for redemption and, in the
case of any Securities selected for partial redemption, the principal amount
and certificate numbers thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall
relate, in the case of any Securities redeemed or to be redeemed only in part,
to the portion of the principal amount of such Securities that has been or is
to be redeemed.

SECTION 9.5     Notice of Redemption.

Notice of redemption shall be given in the manner provided in Section
1.6 to the Holders of Securities to be redeemed not less than 30 nor more than
60 days prior to the Redemption Date, and such notice shall be irrevocable.

All notices of redemption shall identify the Securities to be redeemed
(including CUSIP numbers) and shall state:

(a)     the Redemption Date,

(b)     the Redemption Price, and accrued interest, if any,

(c)     if less than all Outstanding Securities are to be redeemed, the
aggregate principal amount of Securities to be redeemed,


(d)     that on the Redemption Date the Redemption Price, and accrued
interest, if any, will become due and payable upon each such Security to be
redeemed, and that interest thereon shall cease to accrue on and after said
date,

(e)     the Conversion Rate, the date on which the right to convert the
Securities to be redeemed will terminate and the places where such Securities
may be surrendered for conversion, and

(f)     the place or places where such Securities are to be surrendered
for payment of the Redemption Price and accrued interest, if any.

Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's written request, by
the Trustee in the name of and at the expense of the Company.  Notice of
redemption of Securities to be redeemed at the election of the Company
received by the Trustee shall be given by the Trustee to each Paying Agent in
the name of and at the expense of the Company.

SECTION 9.6     Deposit of Redemption Price.

Not less than one Business Day prior to any Redemption Date, the Company
shall deposit with the Trustee (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 8.3) an amount of
money (which shall be in immediately available funds on such Redemption Date)
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities
that are to be redeemed on that date other than any Securities called for
redemption on that date that have been converted prior to the date of such
deposit.

If any Security called for redemption is converted, any money deposited
with the Trustee or so segregated and held in trust for the redemption of such
Security shall (subject to any right of the Holder or such Security or any
Predecessor Security to receive interest as provided in the last paragraph of
Section 2.8) be paid to the Company on Company Request or, if then held by the
Company, shall be discharged from such trust.

SECTION 9.7     Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities to
be so redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price, including
accrued interest) such Securities shall cease to bear interest.  Upon
surrender of any Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price together with
accrued and unpaid interest to the Redemption Date; provided, however, that
installments of interest on Securities whose Stated Maturity is on or prior to
the Redemption Date shall be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such on the relevant Record Date
according to their terms and the provisions of Section 2.8.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal amount of, premium, if any,
and, to the extent permitted by applicable law, accrued interest on such
Security shall, until paid, bear interest from the Redemption Date at the rate
then in effect, and such Security shall remain convertible until the principal
of such Security (or portion thereof, as the case may be) shall have been paid
or duly provided for.

SECTION 9.8     Securities Redeemed in Part.

Any Security that is to be redeemed only in part shall be surrendered at
an office or agency of the Company designated for that purpose pursuant to
Section 8.2 (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company
and the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and make available for delivery to the Holder of such Security
without service charge, a new Registered Security or Securities, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.  Upon redemption, interests in a Global Security
shall be reduced in accordance with the Applicable Procedures.

SECTION 9.9     Conversion Arrangement on Call for Redemption.

In connection with any redemption of the Securities, the Company may
arrange for the purchase and conversion of any Securities by an agreement with
one or more investment bankers or other purchasers (the "Purchasers") to
purchase such Securities by paying to the Trustee in trust for the Holders, on
or before the Redemption Date, an amount not less than the applicable
Redemption Price, together with interest accrued and unpaid to the Redemption
Date, of such Securities.  Notwithstanding anything to the contrary contained
in this Article Nine, the obligation of the Company to pay the Redemption
Price, together with interest accrued and unpaid to the Redemption Date, shall
be deemed to be satisfied and discharged to the extent such amount is so paid
by such Purchasers.  If such an agreement is entered into (a copy of which
shall be filed with the Trustee prior to the close of business on the second
Business Day immediately prior to the Redemption Date), any Securities called
for redemption that are not duly surrendered for conversion by the Holders
thereof may, at the option of the Company, be deemed, to the fullest extent
permitted by law, and consistent with any agreement or agreements with such
Purchasers, to be acquired by such Purchasers from such Holders and
(notwithstanding anything to the contrary contained in this Article Nine)
surrendered by such Purchasers for conversion, all as of immediately prior to
the close of business on the Redemption Date (and the right to convert any
such Securities shall be extended through such time), subject to payment of
the above amount as aforesaid.  At the direction of the Company, the Trustee
shall hold and dispose of any such amount paid to it by the Purchasers to the
Holders in the same manner as it would monies deposited with it by the Company
for the redemption of Securities.  Without the Trustee's prior written
consent, no arrangement between the Company and such Purchasers for the
purchase and conversion of any Securities shall increase or otherwise affect
any of the powers, duties, responsibilities or obligations of the Trustee as
set forth in this Indenture, and the Company agrees to indemnify the Trustee
from, and hold it harmless against, any loss, liability or expense arising out
of or in connection with any such arrangement for the purchase and conversion
of any Securities between the Company and such Purchasers, including the costs
and expenses, including reasonable legal fees, incurred by the Trustee in the
defense of any claim or liability arising out of or in connection with the
exercise or performance of any of its powers, duties, responsibilities or
obligations under this Indenture.

        ARTICLE TEN

        CONVERSION OF SECURITIES

SECTION 10.1    Conversion Privilege and Conversion Rate.

Subject to and upon compliance with the provisions of this Article, at
the option of the Holder thereof, any Security or any portion of the principal
amount thereof that is U.S.$l,000 or an integral multiple of U.S.$1,000 may be
converted into fully paid and nonassessable shares (calculated as to each
conversion to the nearest 1/10,000th of a share) of Common Stock of the
Company at the Conversion Rate, determined as hereinafter provided, in effect
at the time of conversion.  Such conversion right shall commence upon the
original issuance of the Securities and expire at the close of business on
February 15, 2007, subject, in the case of conversion of any Global Security,
to any Applicable Procedures.  In case a Security or portion thereof is called
for redemption at the election of the Company or the Holder thereof exercises
his right to require the Company to repurchase the Security, such conversion
right in respect of the Security, or portion thereof so called, shall expire
at the close of business on the Redemption Date or the Repurchase Date, as the
case may be, unless the Company defaults in making the payment due upon
redemption or repurchase, as the case may be (in each case subject, as
aforesaid, to any Applicable Procedures with respect to any Global Security).

The rate at which shares of Common Stock shall be delivered upon
conversion (herein called the "Conversion Rate") shall be initially 6.6225
shares of Common Stock for each U.S.$l,000 principal amount of Securities.
The Conversion Rate shall be adjusted in certain instances as provided in this
Article Ten.

SECTION 10.2    Exercise of Conversion Privilege.

In order to exercise the conversion privilege, the Holder of any
Security to be converted shall surrender such Security, duly endorsed or
assigned to the Company or in blank, at any office or agency of the Company
maintained for that purpose pursuant to Section 8.2, accompanied by a duly
signed and completed conversion notice substantially in the form attached
hereto as Exhibit C stating that the Holder elects to convert such Security
or, if less than the entire principal amount thereof is to be converted, the
portion thereof to be converted.  Each Security surrendered for conversion (in
whole or in part) during the period from the close of business on any Regular
Record Date next preceding any Interest Payment Date to the opening of
business on such Interest Payment Date shall (except in the case of any
Security or portion thereof that has been called for redemption on a
Redemption Date, or is to be repurchased on a Repurchase Date, with the
consequence that the conversion right of such Security would terminate between
such Regular Record Date and the close of business on such Interest Payment
Date) be accompanied by payment in New York Clearing House funds or other
funds acceptable to the Company of an amount equal to the interest payable on
such Interest Payment Date on the principal amount of such Security (or part
thereof, as the case may be) being surrendered for conversion.  The interest
so payable on such Interest Payment Date, with respect to any Security (or
portion thereof, if applicable) that is surrendered for conversion during the
period from the close of business on any Record Date next preceding any
Interest Payment Date to the opening of business on such Interest Payment
Date, shall be paid to the Holder of such Security as of such Regular Record
Date.  Interest payable in respect of any Security surrendered for conversion
on or after an Interest Payment Date shall be paid to the Holder of such
Security as of the next preceding Regular Record Date, notwithstanding the
exercise of the right of conversion.  Except as provided in this paragraph and
subject to the last paragraph of Section 2.8, no cash payment or adjustment
shall be made upon any conversion on account of any interest accrued from the
Interest Payment Date next preceding the conversion date, in respect of any
Security (or part thereof, as the case may be) surrendered for conversion, or
on account of any dividends on the Common Stock issued upon conversion.  The
Company's delivery to the Holder of the number of shares of Common Stock (and
cash in lieu of fractions thereof, as provided in this Indenture) into which a
Security is convertible  and any rights and warrants pursuant to Section
10.4(m) will be deemed to satisfy the Company's obligation to pay the
principal amount of the Security.

Securities shall be deemed to have been converted on the day of
surrender of such Securities for conversion in accordance with the foregoing
provisions, and at such time the rights of the Holders of such Securities as
Holders shall cease, and the Person or Persons entitled to receive the Common
Stock issuable upon conversion shall be treated for all purposes as the record
holder or holders of such Common Stock at such time.  As promptly as
practicable on or after the conversion date, the Company shall issue and
deliver to the Trustee, for delivery to the Holder, a certificate or
certificates for the number of full shares of Common Stock issuable upon
conversion, together with payment in lieu of any fraction of a share, as
provided in Section 10.3.

All shares of Common Stock delivered upon such conversion of Securities
shall bear restrictive legends substantially in the form of the legends
required to be set forth on the Securities pursuant to Section 2.6 and shall
be subject to the restrictions on transfer provided in such legends.  Neither
the Trustee nor any agent maintained for the purpose of such conversion shall
have any responsibility for the inclusion or content of any such restrictive
legends on such Common Stock; provided, however, that the Trustee or any agent
maintained for the purpose of such conversion shall have provided to the
Company or to the Company's transfer agent for such Common Stock, prior to or
concurrently with a request to the Company to deliver such Common Stock,
written notice that the Securities delivered for conversion are Securities.

In the case of any Security that is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
make available for delivery to the Holder thereof, at the expense of the
Company, a new Registered Security or Securities of authorized denominations
in an aggregate principal amount equal to the unconverted portion of the
principal amount of such Security.  Interests in Global Securities shall be
reduced in accordance with the Applicable Procedures.  A Security may be
converted in part, but only if the principal amount of such Security to be
converted is any integral multiple of U.S.$1,000 and the principal amount of
such security to remain Outstanding after such conversion is equal to
U.S.$l,000 or any integral multiple of U.S.$l,000 in excess thereof.

SECTION 10.3    Fractions of Shares.

No fractional shares of Common Stock shall be issued upon conversion of
any Security or Securities.  If more than one Security shall be surrendered
for conversion at one time by the same Holder, the number of full shares that
shall be issuable upon conversion thereof shall be computed on the basis of
the aggregate principal amount of the Securities (or specified portions
thereof) so surrendered.  Instead of any fractional share of Common Stock that
would otherwise be issuable upon conversion of any Security or Securities (or
specified portions thereof), the Company shall calculate and pay a cash
adjustment in respect of such fraction (calculated to the nearest 1/100th of a
share) in an amount equal to the same fraction of the Average Sales Price Per
Share at the close of business on the day of conversion.

SECTION 10.4    Adjustment of Conversion Rate.

The Conversion Rate shall be subject to adjustments, calculated by the
Company, from time to time as follows:

(a)     In case the Company shall pay or make a dividend or other
distribution on any class of capital stock of the Company payable in shares of
Common Stock, the Conversion Rate in effect at the opening of business on the
day following the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be increased by dividing
such Conversion Rate by a fraction of which the numerator shall be the number
of shares of Common Stock outstanding at the close of business on the date
fixed for such determination and the denominator shall be the sum of such
number of shares and the total number of shares constituting such dividend or
other distribution, such increase to become effective (subject to paragraph
(l) of this Section 10.4) immediately after the opening of business on the day
following the date fixed for such determination.  For the purposes of this
paragraph (a), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company but shall include
shares issuable in respect of scrip certificates issued in lieu of fractions
of shares of Common Stock.  The Company will not pay any dividend or make any
distribution on shares of Common Stock held in the treasury of the Company.

(b)     In case the Company shall issue rights, options or warrants to all
holders of its Common Stock entitling them to subscribe for or purchase shares
of Common Stock at a price per share less than the current market price per
share (determined as provided in paragraph (h) of this Section 10.4) of the
Common Stock on the date fixed for the determination of stockholders entitled
to receive such rights, options or warrants (other than any rights, options or
warrants (1) that by their terms will also be issued to any Holder upon
conversion of a Security into shares of Common Stock without any action
required by the Company or any other Person or (2) that are only exercisable
upon the occurrence of specified triggering event and such triggering event
has not occurred), the Conversion Rate in effect at the opening of business on
the day following the date fixed for such determination shall be increased by
dividing such Conversion Rate by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding at the close of business on
the date fixed for such determination plus the number of shares of Common
Stock which the aggregate of the offering price of the total number of shares
of Common Stock so offered for subscription or purchase would purchase at such
current market price and the denominator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock so offered for
subscription or purchase, such increase to become effective (subject to
paragraph (l) of this Section 10.4) immediately after the opening of business
on the day following the date fixed for such determination.  For the purposes
of this paragraph (b), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but
shall include shares issuable in respect of scrip certificates issued in lieu
of fractions of shares of Common Stock.  The Company will not issue any
rights, options or warrants in respect of shares of Common Stock held in the
treasury of the Company.

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

(d)     In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock evidences of its indebtedness, shares of any
class of capital stock, or other property (including assets or securities, but
excluding (1) any rights, options or warrants referred to in paragraph (b) of
this Section 10.4, (2) any dividend or distribution paid in cash, except as
set forth in paragraphs (e) and (f) of this Section 10.4, (3) any dividend or
distribution referred to in paragraph (a) of this Section 10.4 and (4) any
merger or consolidation to which Section 10.11 applies), the Conversion Rate
shall be adjusted so that the same shall equal the rate determined by dividing
the Conversion Rate in effect immediately prior to the close of business on
the date fixed for the determination of stockholders entitled to receive such
distribution by a fraction of which the numerator shall be the current market
price per share (determined as provided in paragraph (h) of this Section 10.4)
of the Common Stock on the date fixed for such determination less the then
fair market value (as determined by the Board of Directors, whose determina-
tion shall be conclusive and described in a Board Resolution) of the portion
of the assets, shares or evidences of indebtedness so distributed applicable
to one share of Common Stock and the denominator shall be such current market
price per share of the Common Stock, such adjustment to become effective
(subject to paragraph (l) of this Section 10.4) immediately prior to the
opening of business on the day following the date fixed for the determination
of stockholders entitled to receive such distribution.

(e)     In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash (excluding any cash that is distributed
upon a merger or consolidation to which Section 10.11 applies) in an aggregate
amount that, combined together with (1) the aggregate amount of any other cash
distributions to all holders of its Common Stock made exclusively in cash
within the 365-day period preceding the date of payment of such distribution
and in respect of which no adjustment pursuant to this paragraph (e) has been
made and (2) the aggregate of any cash plus the fair market value (as
determined by the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution) of consideration payable in respect of
any tender offer by the Company or any Subsidiary for all or any portion of
the Common Stock concluded within the 365-day period preceding the date of
payment of such distribution and in respect of which no adjustment pursuant to
paragraph (f) of this Section 10.4 has been made (the "combined cash and
tender amount") exceeds 10% of the product of the current market price per
share (determined as provided in paragraph (h) of this Section 10.4) of the
Common Stock on the date for the determination of holders of shares of Common
Stock entitled to receive such distribution times the number of shares of
Common Stock outstanding on such date (the "aggregate current market price"),
then, and in each such case, immediately after the close of business on such
date for determination, subject to paragraph (l) of Section 10.4, the
Conversion Rate shall be adjusted so that the same shall equal the rate
determined by dividing the Conversion Rate in effect immediately prior to the
close of business on the date fixed for determination of the stockholders
entitled to receive such distribution by a fraction (A) the numerator of which
shall be equal to the current market price per share (determined as provided
in paragraph (h) of this Section 10.4) of the Common Stock on the date fixed
for such determination less an amount equal to the quotient of (i) the excess
of such combined cash and tender amount over 10% of such aggregate current
market price divided by (ii) the number of shares of Common Stock outstanding
on such date fixed for determination and (B) the denominator of which shall be
equal to the current market price per share (determined as provided in
paragraph (h) of this Section 10.4) of the Common Stock on such date fixed for
determination.

(f)     In case a tender offer made by the Company or any Subsidiary for
all or any portion of the Common Stock shall be completed for an aggregate
consideration consisting of cash and/or property having a fair market value
(as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution) that combined together with
(1) the aggregate of the cash plus the fair market value (as determined by the
Board of Directors, whose determination shall be conclusive and described in a
Board Resolution), of consideration payable in respect of any other tender
offer by the Company or any Subsidiary for all or any portion of the Common
Stock concluded within the 365-day period preceding the completion of such
tender offer and in respect of which no adjustment pursuant to this paragraph
(f) has been made and (2) the aggregate amount of any distributions to all
holders of the Company's Common Stock made exclusively in cash within the
365-day period preceding the completion of such tender offer and in respect of
which no adjustment pursuant to paragraph (e) of this Section 10.4 has been
made (the "combined tender and cash amount") exceeds 10% of the product of the
current market price per share of the Common Stock (determined as provided in
paragraph (h) of this Section 10.4) as of the completion of such tender offer
(the "Completion Date") times the number of shares of Common Stock outstanding
(including any tendered shares) as of the Completion Date, then, and in each
such case, immediately prior to the opening of business on the day after the
date of the Completion Date, the Conversion Rate shall be adjusted so that the
same shall equal the rate determined by dividing the Conversion Rate
immediately prior to close of business on the Completion Date by a fraction
(A) the numerator of which shall be equal to (i) the product of (x) the
current market price per share of the Common Stock (determined as provided in
paragraph (h) of this Section 10.4) on the Completion Date multiplied by (y)
the number of shares of Common Stock outstanding (including any tendered
shares) on the Completion Date less (ii) the combined tender and cash amount,
and (B) the denominator of which shall be equal to the product of (x) the
current market price per share of the Common Stock (determined as provided in
paragraph (h) of this Section 10.4) as of the Completion Date multiplied by
(y) the number of shares of Common Stock outstanding (including any tendered
shares) as of the Completion Date less the number of all shares validly
tendered and not withdrawn as of the Completion Date (the shares deemed so
accepted up to any such maximum, being referred to as the "Purchased Shares").

(g)     The reclassification of Common Stock into securities other than
Common Stock (other than any reclassification upon a consolidation or merger
to which Section 10.11 applies) shall be deemed to involve (1) a distribution
of such securities other than Common Stock to all holders of Common Stock (and
the effective date of such reclassification shall be deemed to be "the date
fixed for the determination of stockholders entitled to receive such
distribution" and "the date fixed for such determination" within the meaning
of paragraph (d) of this Section 10.4), and (2) a subdivision or combination,
as the case may be, of the number of shares of Common Stock outstanding
immediately prior to such reclassification into the number of shares of Common
Stock outstanding immediately thereafter (and the effective date of such
reclassification shall be deemed to be "the day upon which such subdivision
becomes effective" or "the day upon which such combination becomes effective",
as the case may be, and "the day upon which such subdivision or combination
becomes effective" within the meaning of paragraph (c) of this Section 10.4)

(h)     For the purpose of any computation under paragraphs (b), (d), (e)
or (f) of this Section 10.4, the current market price per share of Common
Stock on any date shall be calculated by the Company and be deemed to be the
average of the daily Average Sales Prices Per Share for the five consecutive
Trading Days selected by the Company commencing not more than 10 Trading Days
before, and ending not later than, the earlier of the day in question and the
day before the "ex date" with respect to the issuance or distribution
requiring such computation.  For purposes of this paragraph, the term "ex
date," when used with respect to any issuance or distribution, means the first
date on which the Common Stock trades regular way in the applicable securities
market or on the applicable securities exchange without the right to receive
such issuance or distribution.

(i)     No adjustment in the Conversion Rate shall be required unless such
adjustment (plus any adjustments not previously made by reason of this
paragraph (i)) would require an increase or decrease of at least one percent
in such rate; provided, however, that any adjustments which by reason of this
paragraph (i) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment.  All calculations under this
Article shall be made to the nearest cent or to the nearest one-hundredth of a
share, as the case may be.

(j)     The Company may make such increases in the Conversion Rate, for
the remaining term of the Securities or any shorter term, in addition to those
required by paragraphs (a), (b), (c), (d), (e) and (f) of this Section 10.4,
as it considers to be advisable in order to avoid or diminish any income tax
liability to any holders of shares of Common Stock resulting from any dividend
or distribution of Common Stock or issuance of rights or warrants to purchase
or subscribe for Common Stock or from any event treated as such for income tax
purposes.

To the extent permitted by applicable law, the Company from time to time
may increase the Conversion Rate by any amount for any period of time if the
period is at least twenty (20) days and the Board of Directors shall have made
a determination that such increase would be in the best interests of the
Company, which determination shall be conclusive; provided, however, that such
increase shall not be taken into account for purposes of determining whether
the Average Sales Price Per Share of the Common Stock exceeds the Conversion
Price by 105% in connection with an event which would otherwise be a Change in
Control.  Whenever the Conversion Rate is increased pursuant to the preceding
sentence, the Company shall give notice of the increase to the Holders of
Securities in the manner provided in Section 1.6 at least fifteen (15) days
prior to the date the increased Conversion Rate takes effect, and such notice
shall state the increased Conversion Rate and the period during which it will
be in effect.

(k)     Notwithstanding the foregoing provisions of this Section 10.4, no
adjustment of the Conversion Rate shall be required to be made (1) upon the
issuance of shares of Common Stock pursuant to any present or future plan for
the reinvestment of dividends, (2) because of a tender or exchange offer of
the character described in Rule 13e-4(h) (5) under the Exchange Act or any
successor rule thereto or (3) as a result of a rights plan or poison pill
implemented by the Company.
(l)     In any case in which this Section 10.4 shall require that an
adjustment be made immediately following a Record Date, the Company may elect
to defer the effectiveness of such adjustment (but in no event until a date
later than the effective time of the event giving rise to such adjustment), in
which case the Company shall, with respect to any Security converted after
such Record Date and on and before such adjustment shall have become effective
(1) defer paying any cash payment pursuant to Section 10.3 hereof or issuing
to the Holder of such Security the number of shares of Common Stock issuable
upon such conversion in excess of the number of shares of Common Stock
issuable thereupon only on the basis of the Conversion Rate prior to
adjustment, and (2) not later than five Business Days after such adjustment
shall have become effective, pay to such Holder the appropriate cash payment
pursuant to Section 10.3 hereof and issue to such Holder the additional shares
of Common Stock issuable on such conversion.  Notwithstanding the foregoing,
no adjustment of the Conversion Rate shall be made if the event giving rise to
such adjustment does not occur.

        (m)     In the event that the Company distributes rights or warrants
(other than those referred to in paragraph (b) above) pro rata to holders of
Common Stock, so long as any such rights or warrants have not expired or been
redeemed by the Company, the Company shall make proper provision so that the
Holder of any Security surrendered for conversion will be entitled to receive
upon such conversion, in addition to the Common Stock issuable upon conversion
of the Securities (the "Conversion Shares"), a number of rights and warrants
to be determined as follows:  (i) if such conversion occurs on or prior to the
date for the distribution to the holders of rights or warrants of separate
certificates evidencing such rights or warrants (the "Distribution Date"), the
same number of rights or warrants to which a holder of a number of shares of
Common Stock equal to the number of Conversion Shares is entitled at the time
of such conversion in accordance with the terms and provisions of and
applicable to the rights or warrants, and (ii) if such conversion occurs after
such Distribution Date, the same number of rights or warrants to which a
holder of the number of shares of Common Stock into which the principal amount
of such Security so converted was convertible immediately prior to such
Distribution Date would have been entitled on such Distribution Date in
accordance with the terms and provisions of and applicable to the rights or
warrants.

SECTION 10.5    Notice of Adjustments of Conversion Rate.

Whenever the Conversion Rate is adjusted as herein provided:

(a)     the Company shall compute the adjusted Conversion Rate in
accordance with Section 10.4 and shall prepare a certificate signed by the
Chief Financial Officer, the principal financial officer or the principal
accounting officer of the Company setting forth the adjusted Conversion Rate
and showing in reasonable detail the facts upon which such adjustment is
based, and such certificate shall promptly be filed with the Trustee and with
the Conversion Agent; and

(b)     upon each such adjustment, a notice stating that the Conversion
Rate has been adjusted and setting forth the adjusted Conversion Rate shall be
required, and as soon as practicable after it is required, such notice shall
be provided by the Company to all Holders in accordance with Section 1.6.

Neither the Trustee nor the Conversion Agent shall be under any duty or
responsibility with respect to any such certificate or the information and
calculations contained therein, except to exhibit the same to any Holder of
Securities desiring inspection thereof at its office during normal business
hours.

SECTION 10.6    Notice of Certain Corporate Action.

In case:

(a)     the Company shall declare a dividend (or any other distribution)
on its Common Stock payable (i) otherwise than exclusively in cash or (ii)
exclusively in cash in an amount that would require any adjustment pursuant to
Section 10.4; or

(b)     the Company shall authorize the granting to the holders of its
Common Stock of rights, options or warrants to subscribe for or purchase any
shares of capital stock of any class or of any other rights; or

(c)     of any reclassification of the Common Stock of the Company, or of
any consolidation, merger or share exchange to which the Company is a party
and for which approval of any stockholders of the Company is required, or of
the conveyance, sale, transfer or lease of all or substantially all of the
assets of the Company; or

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

then the Company shall cause to be filed at each office or agency maintained
for the purpose of conversion of Securities pursuant to Section 8.2, and shall
cause to be provided to all Holders in accordance with Section 1.6, at least
20 days (or 10 days in any case specified in clause (a) or (b) above) prior to
the applicable record or effective date hereinafter specified, a notice
stating (1) the date on which a record is to be taken for the purpose of such
dividend, distribution, rights, options or warrants, or, if a record is not to
be taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distribution, rights, options or warrants are to be
determined or (2) the date on which such reclassification, consolidation,
merger, conveyance, transfer, sale, lease, dissolution, liquidation or winding
up is expected to become effective, and the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their
shares of Common Stock for securities, cash or other property deliverable upon
such reclassification, consolidation, merger, conveyance, transfer, sale,
lease, dissolution, liquidation or winding up.  Neither the failure to give
such notice or the notice referred to in the following paragraph nor any
defect therein shall affect the legality or validity of the proceedings
described in clauses (a) through (d) of this Section 10.6.  If at the time the
Trustee shall not be the Conversion Agent, a copy of such notice shall also
forthwith be filed by the Company with the Trustee.

The Company shall cause to be filed at each office or agency maintained
for the purpose of conversion of Securities pursuant to Section 8.2, and shall
cause to be provided to all Holders in accordance with Section 1.6, notice of
any tender offer by the Company or any Subsidiary for all or any portion of
the Common Stock at or about the time that such notice of tender offer is
provided to the public generally.

SECTION 10.7    Company to Reserve Common Stock.

The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Securities, the full number of shares
of Common Stock then issuable upon the conversion of all Outstanding
Securities.

SECTION 10.8    Taxes on Conversions.

Except as provided in the next sentence, the Company will pay any and
all taxes and duties that may be payable in respect of the issue or delivery
of shares of Common Stock on conversion of Securities pursuant hereto.  The
Company shall not, however, be required to pay any tax or duty which may be
payable in respect of any transfer involved in the issue and delivery of
shares of Common Stock in a name other than that of the Holder of the Security
or Securities to be converted, and no such issue or delivery shall be made
unless and until the Person requesting such issue has paid to the Company the
amount of any such tax or duty or has established to the satisfaction of the
Company that such tax or duty has been paid.

SECTION 10.9    Covenant as to Common Stock.

The Company agrees that all shares of Common Stock that may be delivered
upon conversion of Securities, upon such delivery, will be newly issued shares
and will have been duly authorized and validly issued and will be fully paid
and nonassessable and, except as provided in Section 10.8, the Company will
pay all taxes, liens and charges with respect to the issue thereof.

SECTION 10.10   Cancellation of Converted Securities.

All Securities delivered for conversion shall be delivered to the
Trustee or its agent to be cancelled by or at the direction of the Trustee,
which shall dispose of the same as provided in Section 2.10.

SECTION 10.11   Provision in Case of Consolidation, Merger or Sale of
Assets.

In case of any consolidation or merger of the Company with or into any
other Person, any merger of another Person with or into the Company (other
than a merger that does not result in any reclassification, conversion,
exchange or cancellation of outstanding shares of Common Stock of the Company)
or any conveyance, sale, transfer or lease of all or substantially all of the
assets of the Company, the Person formed by such consolidation or resulting
from such merger or that acquires such assets, as the case may be, shall
execute and deliver to the Trustee a supplemental indenture providing that the
Holder of each Security then Outstanding shall have the right thereafter,
during the period such Security shall be convertible as specified in Section
1l.l, to convert such Security only into the kind and amount of securities,
cash and other property receivable upon such consolidation, merger,
conveyance, sale, transfer or lease by a holder of the number of shares of
Common Stock of the Company into which such Security might have been converted
immediately prior to such consolidation, merger, conveyance, sale, transfer or
lease, assuming such holder of Common Stock of the Company (a) is not a Person
with which the Company consolidated or merged with or into or that merged into
or with the Company or to which such conveyance, sale, transfer or lease was
made, as the case may be (a "Constituent Person"), or an Affiliate of a
Constituent Person and (b) failed to exercise his rights of election, if any,
as to the kind or amount of securities, cash and other property receivable
upon such consolidation, merger, conveyance, sale, transfer or lease (provided
that if the kind or amount of securities, cash and other property receivable
upon such consolidation, merger, conveyance, sale, transfer, or lease is not
the same for each share of Common Stock of the Company held immediately prior
to such consolidation, merger, conveyance, sale, transfer or lease by others
than a Constituent Person or an Affiliate thereof and in respect of which such
rights of election shall not have been exercised ("Non-electing Share"), then
for the purpose of this Section 10.11 the kind and amount of securities, cash
and other property receivable upon such consolidation, merger, conveyance,
sale, transfer or lease by the holders of each Non-electing Share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
Non-electing Shares).  Such supplemental indenture shall provide for
adjustments that, for events subsequent to the effective date of such
supplemental indenture, shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Article.  The above provisions of this
Section 10.11 shall similarly apply to successive consolidations, mergers,
conveyances, sales, transfers or leases.  Notice of the execution of such a
supplemental indenture shall be given by the Company to the Holder of each
Security as provided in Section 1.6 promptly upon such execution.

Neither the Trustee nor the Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any
such supplemental indenture relating either to the kind or amount of shares of
stock or other securities or property or cash receivable by Holders of
Securities upon the conversion of their Securities after any such
consolidation, merger, conveyance, transfer, sale or lease or to any such
adjustment but may accept as conclusive evidence of the correctness of any
such provisions, and shall be protected in relying upon, an Officers
Certificate or an Opinion of Counsel with respect thereto, which the Company
shall cause to be furnished to the Trustee upon request.
SECTION 10.12   Responsibility of Trustee for Conversion Provisions.

The Trustee, subject to the provisions of Section 5.1, and any
Conversion Agent shall not at any time be under any duty or responsibility to
any Holder of Securities to determine whether any facts exist that may require
any adjustment of the Conversion Rate, or with respect to the nature or extent
of any such adjustment when made, or with respect to the method employed, or
herein or in any supplemental indenture provided to be employed, in making the
same, or whether a supplemental indenture need be entered into.  Neither the
Trustee, subject to the provisions of Section 5.1, nor any Conversion Agent
shall be accountable with respect to the validity or value (or the kind or
amount) of any Common Stock, or of any other securities or property or cash,
that may at any time be issued or delivered upon the conversion of any
Security; and it or they do not make any representation with respect thereto.
 Neither the Trustee, subject to the provisions of Section 5.1, nor any
Conversion Agent shall be responsible for any failure of the Company to make
or calculate any cash payment or to issue, transfer or deliver any shares of
Common Stock or share certificates or other securities or property or cash
upon the surrender of any Security for the purpose of conversion; and the
Trustee, subject to the provisions of Section 5.1, and any Conversion Agent
shall not be responsible for any failure of the Company to comply with any of
the covenants of the Company contained in this Article.

        ARTICLE ELEVEN

        SUBORDINATION OF SECURITIES

SECTION 11.1    Securities Subordinate to Senior Debt.

The Company covenants and agrees, and each Holder of a Security by his
acceptance thereof likewise covenants and agrees, that to the extent and in
the manner hereinafter set forth in this Article (subject to the provisions of
Article Three) the indebtedness represented by the Securities and the payment
of the principal of (and premium, if any) and interest on, and any payment of
the Repurchase Price with respect to, each and all of the Securities are
hereby expressly made subordinate and subject in right of payment to the prior
payment in full in cash or Cash Equivalents of all Senior Debt.

SECTION 11.2    No Payments in Certain Circumstances; Payment Over of
Proceeds Upon Dissolution, Etc.

No payment on account of principal of, premium, if any, or interest (and
Liquidated Damages, if any) on, or redemption or repurchase of, the Securities
shall be made if, at the time of such payment:  (a) a default in the payment
of principal, premium, if any, or interest or other amounts due on any Senior
Debt, including any default under any redemption or repurchase obligation,
occurs and is continuing (or, in the case of Senior Debt for which there is a
period of grace, in the event of such a default that continues beyond the
period of grace, if any, specified in the instrument or lease evidencing such
Senior Debt), unless and until such default shall have been cured or waived or
shall have ceased to exist; or (b) a default, other than a payment default, on
Designated Senior Debt occurs and is continuing that then permits holders of
such Designated Senior Debt to accelerate its maturity and the Trustee
receives a notice of the default (a "Payment Blockage Notice") from a
Representative.  Notwithstanding the foregoing, the Company may make, and the
Trustee may receive and shall apply, any payment in respect of the Securities
(for principal, premium, if any, or interest (and Liquidated Damages, if any)
or repurchase) if such payment was made prior to the occurrence of any of the
contingencies specified in clauses (a) and (b) above.

If the Trustee receives any Payment Blockage Notice pursuant to clause
(b) above, no subsequent Payment Blockage Notice shall be effective for
purposes of this Section 11.2 unless and until (1) at least 365 days shall
have elapsed since the effectiveness of the immediately prior Payment Blockage
Notice and (2) all scheduled payments of principal, premium, if any, interest
and Liquidated Damages, if any, on the Securities that have come due have been
paid in full in cash.  No nonpayment default that existed or was continuing on
the date of delivery of any Payment Blockage Notice to the Trustee shall be,
or be made, the basis for a subsequent Payment Blockage Notice unless such
existing nonpayment default has been cured for a period of at least 90 days.

The Company may and shall resume payments on and distributions in
respect of the Securities (including missed payments, if any) upon the earlier
of:  (A) the date upon which the default is cured or waived, or (B) in the
case of a default referred to in clause (b) of the second preceding paragraph,
179 days after the date on which notice is received by the Trustee if the
maturity of such Designated Senior Debt has not been accelerated, unless this
Article otherwise prohibits the payment or distribution at the time of such
payment or distribution.

Upon (i) any acceleration of the principal amount due on the Securities
or (ii) any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any
dissolution, winding up or total or partial liquidation or reorganization of
the Company, whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings, all principal of, premium, if any, sinking
fund and interest or other amounts due or to become due upon all Senior Debt
shall first be paid in full in cash or Cash Equivalents, or payment thereof
provided for in cash or Cash Equivalents in accordance with its terms, before
any payment is made on account of the principal of, premium, if any, or
interest (and Liquidated Damages, if any) on, or repurchase of, the
indebtedness evidenced by the Securities, and upon any such dissolution or
winding up or liquidation or reorganization any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to which the Holders of the Securities or the Trustee under this
Indenture would be entitled, except for the provisions hereof, shall be paid
by the Company or by any receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making such payment or distribution, or by the Holders
of the Securities or by the Trustee under this Indenture if received by them
or it, as the case may be, directly to the holders of Senior Debt (pro rata to
each such holder on the basis of the respective amounts of Senior Debt held by
such holder) or their representatives, to the extent necessary to pay all
Senior Debt in full, in cash or Cash Equivalents, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Debt,
before any payment or distribution is made to the Holders of the Securities or
to the Trustee under this Indenture.

In the event that, contrary to the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities (other than junior securities, as defined in
Section 11.11), shall be received by the Trustee or the Holders of the
Securities before all Senior Debt is paid in full in cash or Cash Equivalents
or provision made for such payment in accordance with its terms, such payment
or distribution shall be paid over or delivered to the holders of such Senior
Debt or their representative or representatives, or to the trustee or trustees
under any indenture pursuant to which any instruments evidencing any of such
Senior Debt have been issued, as their respective interests may appear, for
application to the payment of all Senior Debt remaining unpaid to the extent
necessary to pay all such Senior Debt in full in cash or Cash Equivalents in
accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Debt.

Subject to the payment in full in cash or Cash Equivalents of all Senior
Debt, the Holders of the Securities (together with the holders of any other
indebtedness of the Company that is subordinated in right of payment to the
payment in full of all Senior Debt that is not subordinated in right of
payment to the Securities and that by its terms grants such right of
subrogation to the holders thereof) shall be subrogated to the rights of the
holders of Senior Debt to receive payments or distribution of assets of the
Company made on the Senior Debt until the principal of, premium, if any, and
interest on, or amounts payable upon repurchase of, the Securities shall be
paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of Senior Debt of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payment over
pursuant to the provisions of this Article to the holders of Senior Debt by
the Holders of the Securities or the Trustee, shall, as between the Company,
its creditors other than the holders of Senior Debt, and the Holders of
Securities, be deemed to be a payment by the Company to the holders of or on
account of Senior Debt, it being understood that the provisions of this
Article are and are intended solely for the purpose of defining the relative
rights of the Holders of the Securities, on the one hand, and the holders of
Senior Debt, on the other hand.

SECTION 11.3    Trustee to Effectuate Subordination.

Each Holder of a Security by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes.

SECTION 11.4    No Waiver of Subordination Provisions.

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

Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Securities, without
incurring responsibility to the Holders of the Securities and without
impairing or releasing the subordination provided in this Article or the
obligations hereunder of the Holders of the Securities to the holders of
Senior Debt, do any one or more of the following:  (a) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Senior Debt or otherwise amend or supplement in any manner Senior Debt or any
instrument evidencing the same or any agreement under which Senior Debt is
outstanding; (b) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Debt; (c) release any Person
liable in any manner for the collection of Senior Debt; and (d) exercise or
refrain from exercising any rights against the Company and any other Person.

SECTION 11.5    Notice to Trustee.

The Company shall give prompt written notice to the Trustee of any fact
known to the Company that would prohibit the making of any payment to or by
the Trustee in respect of the Securities.  Notwithstanding the provisions of
this Article or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts that would prohibit
the making of any payment to or by the Trustee in respect of the Securities,
unless and until the Trustee shall have received written notice thereof from
the Company or a holder of Senior Debt or from any trustee, agent or
representative therefor; and, prior to the receipt of any such written notice,
the Trustee, subject to the provisions of Section 5.1, shall be entitled in
all respects to assume that no such facts exist; provided, however, that if
the Trustee shall not have received the notice provided for in this Section
11.5 prior to the date upon which by the terms hereof any money may become
payable for any purpose (including without limitation the payment of the
principal of (and premium, if any) or interest on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to
the purpose for which such money was received and shall not be affected by any
notice to the contrary that may be received by it within two Business Days
prior to such date.

Subject to the provisions of Section 5.1, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Debt (or a trustee, agent or representative
therefor) to establish that such notice has been given by a holder of Senior
Debt (or a trustee, agent or representative therefor).  In the event that the
Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Debt to participate
in any payment or distribution pursuant to this Article Eleven, the Trustee
may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Debt held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such Person under this Article
Eleven, 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.

SECTION 11.6    Reliance on Judicial Order or Certificate of
Liquidating Agent.

Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 5.1, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Debt 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.

SECTION 11.7    Trustee Not Fiduciary for Holders of Senior Debt.

The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Debt and shall not be liable to any such holders if it shall in good
faith mistakenly pay over or distribute to Holders of Securities or to the
Company or to any other Person cash, property or securities to which any
holders of Senior Debt shall be entitled by virtue of this Article or
otherwise.  With respect to the holders of Senior Debt, the Trustee undertakes
to perform or to observe only such of its covenants or obligations as are
specifically set forth in this Article Eleven, and no implied covenants or
obligations with respect to holders of Senior Debt shall be read into this
Indenture against the Trustee.

SECTION 11.8    Reliance by Holders of Senior Debt on Subordination
Provisions.

Each Holder 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 Debt, whether such Senior
Debt 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 Debt, and
such holder of Senior Debt shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Debt.

SECTION 11.9    Rights of Trustee as Holder of Senior Debt;
Preservation of Trustee's Rights.

The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Eleven with respect to any Senior Debt that
may at any time be held by it, to the same extent as any other holder of
Senior Debt, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

Nothing in this Article Eleven shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 5.7.

SECTION 11.10   Article Applicable to Paying Agents.

In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article Eleven in addition to or in place of the Trustee;
provided, however, that Section 11.9 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent.

SECTION 11.11   Certain Conversions and Repurchases Deemed Payment.

For the purposes of this Article Eleven only, (a) the issuance and
delivery of junior securities upon conversion of Securities in accordance with
Article Ten or upon the repurchase of Securities in accordance with Article
Twelve shall not be deemed to constitute a payment or distribution on account
of the principal of or premium or interest or Liquidated Damages on Securities
or on account of the purchase or other acquisition of Securities, and (b) the
payment, issuance or delivery of cash, property or securities (other than
junior securities) upon conversion of a Security shall be deemed to constitute
payment on account of the principal of such Security.  For the purposes of
this Section 11.11, the term "junior securities" means (1) shares of any stock
of any class of the Company and any cash, property or securities into which
the Securities are convertible pursuant to Article Ten and (2) securities of
the Company that are subordinated in right of payment to all Senior Debt that
may be outstanding at the time of issuance or delivery of such securities to
substantially the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article Eleven.  Nothing contained in
this Article Eleven or elsewhere in this Indenture or in the Securities is
intended to or shall impair, as among the Company, its creditors other than
holders of Senior Debt and the Holders of the Securities, the right, which is
absolute and unconditional, of the Holder of any Security to convert such
Security in accordance with Article Ten or to exchange such Security for
Common Stock in accordance with Article Twelve if the Company elects to
satisfy the obligations under Article Twelve by the delivery of Common Stock.

        ARTICLE TWELVE

REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER UPON A CHANGE IN CONTROL

SECTION 12.1    Right to Require Repurchase.

In the event that a Change in Control shall occur, then each Holder
shall have the right, at the Holder's option, but subject to the provisions of
Section 12.2, to require the Company to repurchase, and upon the exercise of
such right the Company shall repurchase, all of such Holder's Securities not
theretofore called for redemption, or any portion of the principal amount
thereof that is equal to U.S.$1,000 or any greater integral multiple of
U.S.$1,000, on the date (the "Repurchase Date") that is fixed by the Company
that is not less than 30 days nor more than 45 days after the date the Company
gives notice of the Change in Control as contemplated in Section 12.3(a) at a
cash purchase price equal to 100% of the principal amount of the Securities to
be repurchased plus interest accrued to the Repurchase Date (the "Repurchase
Price"); provided, however, that installments of interest on Securities whose
Stated Maturity is on or prior to the Repurchase Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered
as such on the relevant Record Date according to their terms and the
provisions of Section 2.8.  Such right to require the repurchase of the
Securities shall not continue after a discharge of the Company from its
obligations with respect to the Securities in accordance with Article Three
unless a Change in Control shall have occurred prior to such discharge.  At
the option of the Company, the Repurchase Price may be paid in cash or,
subject to the fulfillment by the Company of the conditions set forth Section
12.2, by delivery of shares of Common Stock having a fair market value equal
to the Repurchase Price.  Whenever in this Indenture (including Sections 2.2,
4.1(a) and 4.8) there is a reference, in any context, to the principal of any
Security as of any time, such reference shall be deemed to include reference
to the Repurchase Price payable in respect of such Security to the extent that
such Repurchase Price is, was or would be so payable at such time, and express
mention of the Repurchase Price in any provision of this Indenture shall not
be construed as excluding the Repurchase Price in those provisions of this
Indenture when such express mention is not made; provided, however, that for
the purposes of Article Eleven such reference shall be deemed to include
reference to the Repurchase Price only to the extent the Repurchase Price is
payable in cash.

For purposes of this Section 12.1, the fair market value of shares of
Common Stock shall be determined by the Company and shall be equal to 95% of
the average of the Average Sales Price Per Share for the five consecutive
Trading Days immediately preceding and including the third Trading Day prior
to the Repurchase Date.

SECTION 12.2    Conditions to the Company's Election to Pay the
Repurchase Price in Common Stock.

The Company may elect to pay the Repurchase Price by delivery of shares
of Common Stock pursuant to Section 12.1 if and only if the following
conditions shall have been satisfied:

(a)     As to each Holder, shares of Common Stock may be issued to such
Holder upon repurchase of Securities hereunder (1) if such shares do not as of
the Repurchase Date require registration under any federal securities law
before such shares may be freely transferable without being subject to any
transfer restrictions under the Securities Act upon repurchase and (2) if such
shares do not as of the Repurchase Date require registration with or approval
of any governmental authority under any state law or any other federal law
before such shares may be validly issued or delivered upon repurchase;

(b)     Payment of the Repurchase Price may not be made in Common Stock
unless such stock is, or shall have been, approved for quotation on The Nasdaq
National Market or listed or quoted on a national securities exchange or other
quotation system, in either case, prior to the Repurchase Date; and

(c)     All shares of Common Stock that may be issued upon repurchase of
Securities will be issued out of the Company's authorized but unissued Common
Stock will and, upon issue, be duly and validly issued and fully paid and
non-assessable and free of any preemptive rights.

If all of the conditions set forth in this Section 12.2 are not
satisfied in accordance with the terms thereof, the Repurchase Price shall be
paid by the Company only in cash.

SECTION 12.3    Notices; Method of Exercising Repurchase Right, Etc.

(a)     Unless the Company shall have theretofore called for redemption
all of the Outstanding Securities, on or before the thirtieth day after the
occurrence of a Change in Control, the Company or, at the request and expense
of the Company on or before the thirtieth day after such occurrence, the
Trustee, shall give to all Holders of Securities, in the manner provided in
Section 1.6, notice (the "Company Notice") of the occurrence of the Change in
Control and of the repurchase right set forth herein arising as a result
thereof.  The Company shall also deliver a copy of such notice of a repurchase
right to the Trustee.

Each notice of a repurchase right shall state:

(1)      the Repurchase Date,

(2)     the date by which the repurchase right must be exercised,

(3)     the Repurchase Price, and whether the Repurchase Price shall
be paid by the Company in cash or by delivery of shares of Common Stock,

(4)     a description of the procedure that a Holder must follow to
exercise a      repurchase right, and the place or places where such
Securities are to be surrendered for payment of the Repurchase Price and
accrued interest, if any,

(5)     that on the Repurchase Date, the Repurchase Price, and
accrued interest, if any, will become due and payable upon each such
Security designated by the Holder to be repurchased and that interest
thereon shall cease to accrue on and after said date,

(6)     the Conversion Rate then in effect, the date on which the
right to convert the principal amount of the Securities to be
repurchased will terminate and the place or places where such Securities
may be surrendered for conversion,

(7)     the place or places that the Notice of Election of Holder to
Require Repurchase attached hereto as Exhibit B, shall be delivered, and
the form of such notice, and

(8)     the CUSIP number or numbers of such Securities.

No failure of the Company to give the foregoing notices or defect
therein shall limit any Holder's right to exercise a repurchase right or
affect the validity of the proceedings for the repurchase of Securities.

If any of the foregoing provisions or other provisions of this Article
Twelve are inconsistent with applicable law, such law shall govern.

(b)     To exercise a repurchase right, a Holder shall deliver to the
Trustee on or before the thirtieth day (or such greater period as may be
required by applicable law) after the date of the Company Notice (1) written
notice of the Holder's exercise of such right, which notice shall set forth
the name of the Holder, the principal amount of the Securities to be
repurchased (and, if any Security is to repurchased in part, the serial number
thereof, the portion of the principal amount thereof to be repurchased and the
name of the Person in which the portion thereof to remain Outstanding after
such repurchase is to be registered) and a statement that an election to
exercise the repurchase right is being made thereby, and, in the event that
the Repurchase Price shall be paid in shares of Common Stock, the name or
names (with addresses) in which the certificate or certificates for shares of
Common Stock shall be issued, and (2) the Securities with respect to which the
repurchase right is being exercised.  Such written notice shall be
irrevocable, except that the right of the Holder to convert the Securities
with respect to which the repurchase right is being exercised shall continue
until the close of business on the Business Day immediately preceding the
Repurchase Date.

(c)     In the event a repurchase right shall be exercised in accordance
with the terms hereof, the Company shall pay or cause to be paid to the
Trustee the Repurchase Price in cash or shares of Common Stock, as provided
above, for payment to the Holder on the Repurchase Date or, if shares of
Common Stock are to be paid, as promptly after the Repurchase Date as
practicable, together with accrued and unpaid interest to the Repurchase Date
payable with respect to the Securities as to which the purchase right has been
exercised; provided, however, that installments of interest that mature on or
prior to the Repurchase Date shall be payable in cash to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Regular Record Date.

(d)     If any Security (or portion thereof) surrendered for repurchase
shall not be so paid on the Repurchase Date, the principal amount of such
Security (or portion thereof, as the case may be) shall, until paid, bear
interest to the extent permitted by applicable law from the Repurchase Date at
the rate then in effect per annum, and each Security shall remain convertible
into Common Stock until the principal of such Security (or portion thereof, as
the case may be) shall have been paid or duly provided for.

(e)     Any Security that is to be repurchased only in part shall be
surrendered to the Trustee (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory
to the Company and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and make available for delivery to the Holder of
such Security without service charge, a new Security or Securities, containing
identical terms and conditions, each in an authorized denomination in
aggregate principal amount equal to and in exchange for the unrepurchased
portion of the principal of the Security so surrendered.

(f)     Any issuance of shares of Common Stock in respect of the
Repurchase Price shall be deemed to have been effected immediately prior to
the close of business on the Repurchase Date and the Person or Persons in
whose name or names any certificate or certificates for shares of Common Stock
shall be issuable upon such repurchase shall be deemed to have become on the
Repurchase Date the holder or holders of record of the shares represented
thereby; provided, however, that any surrender for repurchase on a date when
the stock transfer books of the Company shall be closed shall constitute the
Person or Persons in whose name or names the certificate or certificates for
such shares are to be issued as the record holder or holders thereof for all
purposes at the opening of business on the next succeeding day on which such
stock transfer books are open.  No payment or adjustment shall be made for
dividends or distributions on any Common Stock issued upon repurchase of any
Security declared prior to the Repurchase Date.

(g)     No fractions of shares shall be issued upon repurchase of
Securities.  If more than one Security shall be repurchased from the same
Holder and the Repurchase Price shall be payable in shares of Common Stock,
the number of full shares that shall be issuable upon such repurchase shall be
computed on the basis of the aggregate principal amount of the Securities so
repurchased.  Instead of any fractional share of Common Stock that would
otherwise be issuable on the repurchase of any Security or Securities, the
Company will deliver to the applicable Holder its check for the current market
value of such fractional share.  The current market value of a fraction of a
share is determined by multiplying the current market price of a full share by
the fraction and rounding the result to the nearest cent.  For purposes of
this Section 12.3, the current market price of a share of Common Stock is the
average of the high and low sales price per Share of the Common Stock on the
Trading Day immediately preceding the Repurchase Date.

(h)     Any issuance and delivery of certificates for shares of Common
Stock on repurchase of Securities shall be made without charge to the Holder
of Securities being repurchased for such certificates or for any tax or duty
in respect of the issuance or delivery of such certificates or the securities
represented thereby; provided, however, that the Company shall not be required
to pay any tax or duty that may be payable in respect of (1) income of the
Holder or (2) any transfer involved in the issuance or delivery of
certificates for shares of Common Stock in a name other than that of the
Holder of the Securities being repurchased, and no such issuance or delivery
shall be made unless and until the Person requesting such issuance or delivery
has paid to the Company the amount of any such tax or duty or has established,
to the satisfaction of the Company, that such tax or duty has been paid.

(i)     All Securities delivered for repurchase shall be delivered to the
Trustee to be canceled at the direction of the Trustee, which shall dispose of
the same as provided in Section 2.10.

        ARTICLE THIRTEEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY; NON-RECOURSE

SECTION 13.1    Company to Furnish Trustee Names and Addresses of
Holders.

The Company will furnish or cause to be furnished to the Trustee:

(a)     semi-annually, not more than 15 days after the Regular Record
Date, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders of Securities as of such Regular Record Date, and

(b)     at such other times as the Trustee may reasonably request in
writing, within 30 days after the receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15 days prior to
the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in
its capacity as Security Registrar.

SECTION 13.2    Preservation of Information.

(a)     The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 13.1 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar.  The Trustee may destroy any list furnished to it as provided in
Section 13.1 upon receipt of a new list so furnished.

(b)     After this Indenture has been qualified under the Trust Indenture
Act, the rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

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

SECTION 13.3    No Recourse against Others.

An incorporator or any past, present or future director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or 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 Holder shall waive and release
all such liability.  Such waiver and release shall be part of the
consideration for the issue of the Securities.

SECTION 13.4    Reports by Trustee.

(a)     After this Indenture has been qualified under the Trust Indenture
Act, the Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided therein.  If required by
Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days
after each May 15 following the date of this Indenture, deliver to Holders a
brief report, dated as of such May 15, that complies with the provisions of
such Section 313(a).

(b)     After this Indenture has been qualified under the Trust Indenture
Act, a copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which the
Securities are listed, with the Commission and with the Company.  The Company
will promptly notify the Trustee when the Securities are listed on any stock
exchange.

SECTION 13.5    Reports by Company.

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

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




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

Protein Design Labs, Inc.


By _________________________
Name:
Title:

Chase Manhattan Bank and Trust Company, National
       Association, a national banking
association, as Trustee


By _________________________
Name:
Title:

        EXHIBIT A

        [FORM OF FACE]

[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH RESTRICTED SECURITY
OTHER THAN ANY RESTRICTED GLOBAL SECURITY:

THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH
PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES
ACT PROVIDED BY RULE 144A THEREUNDER.

THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A
PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR
ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (3) TO AN INSTITUTIONAL INVESTOR THAT IS AN
ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT PRIOR TO SUCH TRANSFER PROVIDES TO
THE TRUSTEE FOR THE NOTES A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS
AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE NOTES (THE FORM
OF THE LETTER CAN BE OBTAINED FROM THE TRUSTEE OF THE NOTES), (4) PURSUANT TO
ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE)
(AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO PROTEIN DESIGN LABS, INC.)
OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES
OF THE UNITED STATES AND OTHER JURISDICTIONS.

THIS NOTE, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION AND
ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO
MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE AND ANY
SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE
INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF
RESTRICTED SECURITIES GENERALLY.  THE HOLDER OF THIS NOTE AND SUCH SHARES
SHALL BE DEEMED BY THE ACCEPTANCE OF THIS NOTE AND ANY SUCH SHARES TO HAVE
AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.]

[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH RESTRICTED GLOBAL
SECURITY:

THE SECURITIES EVIDENCED BY THIS GLOBAL SECURITY AND ANY COMMON STOCK
ISSUABLE UPON THE CONVERSION OF THE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF ANY BENEFICIAL INTEREST IN
THE SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF SUCH BENEFICIAL INTEREST
IN THE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

EACH BENEFICIAL OWNER OF AN INTEREST IN ANY OF THE SECURITIES EVIDENCED
BY THIS GLOBAL SECURITY (INCLUDING ANY PARTICIPANT IN THE DEPOSITARY HOLDING
THE GLOBAL SECURITY THAT IS SHOWN AS HOLDING SUCH AN INTEREST ON THE RECORDS
OF SUCH DEPOSITARY AND EACH BENEFICIAL OWNER THAT HOLDS THROUGH ANY SUCH
PARTICIPANT) AGREES FOR THE BENEFIT OF PROTEIN DESIGN LABS, INC. (THE
"COMPANY") THAT (A) ANY BENEFICIAL INTEREST IN THE SECURITIES AND ANY SHARES
OF COMMON STOCK ISSUABLE UPON THEIR CONVERSION MAY BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY (A)(1) TO A PERSON WHO THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN INSTITUTIONAL
INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT PRIOR TO SUCH
TRANSFER PROVIDES TO THE TRUSTEE FOR THE NOTES A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON
TRANSFER OF THE NOTES (THE FORM OF THE LETTER CAN BE OBTAINED FROM THE TRUSTEE
OF THE NOTES), (4) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT (IF AVAILABLE) (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE
TO PROTEIN DESIGN LABS, INC.) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS AND
THAT (B) THE BENEFICIAL OWNER WILL, AND EACH SUBSEQUENT BENEFICIAL OWNER OF AN
INTEREST IN ANY OF THE SECURITIES EVIDENCED BY THIS GLOBAL SECURITY OR ANY
COMMON STOCK ISSUABLE UPON CONVERSION THEREOF IS REQUIRED TO, NOTIFY ANY
PURCHASER OF ANY BENEFICIAL INTEREST IN THE SECURITIES OR SUCH COMMON STOCK
ISSUABLE UPON ITS CONVERSION FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN
(A) ABOVE.

THIS SECURITY, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION
AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME
TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE AND ANY
SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE
INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF
RESTRICTED SECURITIES GENERALLY.  THE HOLDER OF THIS NOTE AND SUCH SHARES
SHALL BE DEEMED BY THE ACCEPTANCE OF THIS NOTE AND ANY SUCH SHARES TO HAVE
AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.]

[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE
AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.]

[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY FOR
WHICH THE DEPOSITORY TRUST COMPANY IS TO BE THE DEPOSITARY:

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

        PROTEIN DESIGN LABS, INC.

        5.50% CONVERTIBLE SUBORDINATED NOTES DUE FEBRUARY 15, 2007

No. ____________                U.S.$_____

CUSIP No. 00000XXX0

Protein Design Labs, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company," which
term includes any successor Person under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
_______________, or registered assigns, the principal sum of _____________
United States Dollars (U.S.$ _____) [if this Security is a Global Security,
then insert -- (which principal amount may from time to time be increased or
decreased to such other principal amounts (which, taken together with the
principal amounts of all other Outstanding Securities, shall not exceed
U.S.$125,000,000 in the aggregate at any time, unless the Initial Purchasers
exercise their over-allotment rights, in which case the principal amount of
the Outstanding Securities shall not exceed U.S.$150,000,000) by adjustments
made on the records of the Trustee hereinafter referred to in accordance with
the Indenture)] on February 15, 2007, and to pay interest thereon, from
February 15, 2000, or from the most recent Interest Payment Date (as defined
below) to which interest has been paid or duly provided for, semiannually in
arrears on February 15 and August 15 in each year (each, an "Interest Payment
Date"), commencing August 15, 2000, at the rate of 5.50% per annum, until the
principal hereof is due, and at the rate then in effect on any overdue
principal and premium, if any, and, to the extent permitted by law, on any
overdue interest.  The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the February 1 and August 1 (whether or not
a Business Day), as the case may be, next preceding such Interest Payment
Date.  Except as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Company, notice whereof shall be given
to Holders of Registered Securities not less than ten days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.  Payments of principal
shall be made upon the surrender of this Security at the option of the Holder
at the Corporate Trust Office or at such other office or agency of the Company
as may be designated by it for such purpose in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts, or at such other offices or agencies as the Company may
designate, by United States Dollar check drawn on, or wire transfer to, a
United States Dollar account (such a wire transfer to be made only to a Holder
of an aggregate principal amount of Registered Securities in excess of
U.S.$2,000,000 and only if such Holder shall have furnished wire instructions
in writing to the Trustee no later than 15 days prior to the relevant payment
date) maintained by the payee with a bank in the Borough of Manhattan, The
City of New York.  Payment of interest on this Security may be made by United
States Dollar check drawn on a bank in the Borough of Manhattan, The City of
New York mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or, upon written application by the
Holder to the Security Registrar setting forth wire instructions not later
than the relevant Record Date, by wire transfer to a United States Dollar
account (such a wire transfer to be made only to a Holder of an aggregate
principal amount of Registered Securities in excess of U.S.$2,000,000 and only
if such Holder shall have furnished wire instructions in writing to the
Trustee no later than 15 days prior to the relevant payment date) maintained
by the payee with a bank in the Borough of Manhattan, The City of New York.

Except as specifically provided herein and in the Indenture, the Company
shall not be required to make any payment with respect to any tax, assessment
or other governmental charge imposed by any government or any political
subdivision or taxing authority thereof or therein.

Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof or an Authenticating Agent by the
manual signature of one of their respective authorized signatories, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this Security to be duly
executed under its corporate seal.

Protein Design Labs, Inc.


[Corporate Seal]

By:______________________________
Name:
Title:


Attest:



______________________________
Name:


Dated: [Date of Authentication]

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


Chase Manhattan Bank and Trust Company, a
          National Association, as Trustee



By:     ______________________________
        Authorized Signatory


        [FORM OF REVERSE]

This Security is one of a duly authorized issue of securities of the
Company designated as its "5.50% Convertible Subordinated Notes due February
15, 2007" (herein called the "Securities"), limited in aggregate principal
amount to U.S.$125,000,000 (U.S.$150,000,000 if the over-allotment is fully
exercised), issued and to be issued under an Indenture, dated as of February
15, 2000 (herein called the "Indenture"), between the Company and Chase
Manhattan Bank and Trust Company, National Association, a national banking
association, as Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the holders of Senior Debt and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  As provided in the Indenture and subject to
certain limitations set forth therein, Registered Securities are exchangeable
for a like aggregate principal amount of Registered Securities of any
authorized denominations as requested by the Holder surrendering the same upon
surrender of the Registered Security or Registered Securities to be exchanged
at the Corporate Trust Office.  The Trustee upon such surrender by the Holder
will issue the new Registered Securities in the requested denominations.

No sinking fund is provided for the Securities.

The Securities are subject to redemption at the option of the Company at
any time on or after February 15, 2003, in whole or in part, upon not less
than 30 nor more than 60 days' notice to the Holders prior to the Redemption
Date at the following Redemption Prices (expressed as percentages of the
principal amount) for the twelve-month period beginning on February 15 of the
following years:


Year                                            Redemption Price
2003                                               102.75%
2004                                               101.83%
2005                                               100.92%


and thereafter at a Redemption Price equal to 100% of the principal amount,
together, in each case, with accrued interest to the Redemption Date;
provided, however, that interest installments on Securities whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.

In the event of a redemption of the Securities, the Company will not be
required (a) to register the transfer or exchange of Registered Securities for
a period of 15 days immediately preceding the date notice is given identifying
the serial numbers of the Securities called for such redemption (it being
understood that the Company will not be required to identify the serial
numbers of Outstanding Securities if all such Securities are called for
redemption) or (b) to register the transfer or exchange of any Registered
Security, or portion thereof, called for redemption.

Notice to the Holders will be given not less than 30 nor more than 60
days prior to the Redemption Date as provided in the Indenture.

In any case where the due date for the payment of the principal of,
premium, if any, Liquidated Damages, if any, or interest on any Security or
the last day on which a Holder of a Security has a right to convert his
Security shall be, at any Place of Payment or Place of Conversion, as the case
may be, a day on which banking institutions at such Place of Payment or Place
of Conversion are authorized or obligated by law or executive order to close,
then payment of principal, premium, if any, Liquidated Damages, if any, or
interest or delivery for conversion of such Security need not be made on or by
such date at such place but may be made on or by the next succeeding day at
such place which is not a day on which banking institutions are authorized or
obligated by law or executive order to close, with the same force and effect
as if made on the date for such payment or the date fixed for redemption or
repurchase, or by such last day for conversion, and no interest shall accrue
on the amount so payable for the period from and after such due date.

Subject to and upon compliance with the provisions of the Indenture, the
Holder of this Security is entitled, at his option, at any time following the
original issue date of the Securities and on or before the close of business
on February 15, 2007, or in case this Security or a portion hereof is called
for redemption or the Holder hereof has exercised his right to require the
Company to repurchase this Security or such portion hereof, then in respect of
this Security until and including, but (unless the Company defaults in making
the payment due upon redemption or repurchase, as the case may be) not after,
the close of business on the Redemption Date or the Repurchase Date, as the
case may be, to convert this Security or any portion of the principal amount
hereof that is an integral multiple of U.S.$1,000 (provided that the
unconverted portion of such principal amount is U.S.$1,000 or any integral
multiple of U.S.$1,000 in excess thereof) into fully paid and nonassessable
shares of Common Stock of the Company at an initial Conversion Rate of 6.6225
(or at the current adjusted Conversion Rate if an adjustment has been made as
provided in the Indenture) by surrender of this Security, duly endorsed or
assigned to the Company or in blank and, in case such surrender shall be made
during the period from the close of business on any Regular Record Date next
preceding any Interest Payment Date to the opening of business on such
Interest Payment Date (except if this Security has been called for redemption
on a Redemption Date or is repurchasable on a Repurchase Date, with the conse-
quence that the conversion right of such Security would terminate between such
Regular Record Date and the close of business on such Interest Payment Date),
also accompanied by payment in New York Clearing House or other funds
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of this Security then being
converted, and also the conversion notice hereon duly executed, to the Company
at the Corporate Trust Office, or at such other office or agency of the
Company, subject to any laws or regulations applicable thereto and subject to
the right of the Company to terminate the appointment of any Conversion Agent
(as defined below) as may be designated by it for such purpose in the Borough
of Manhattan, The City of New York, or at such other offices or agencies as
the Company may designate (each a "Conversion Agent"), provided, further, that
in case surrender of this Security for conversion shall be made during the
period from the close of business on any Regular Record Date next preceding
any Interest Payment Date to the opening of business on such Interest Payment
Date and if this Security or portion hereof has been called for redemption on
a Redemption Date or is repurchasable on a Repurchase Date, with the
consequence that the conversion right of such Security would terminate between
such Regular Record Date and the close of business on such Interest Payment
Date, then the Holder of this Security will be entitled to receive the
interest accruing hereon from the Interest Payment Date next preceding the
date of such conversion to such succeeding Interest Payment Date and shall not
be required to pay such interest upon surrender of this Security for
conversion.  Subject to the provisions of the preceding sentence and, in the
case of a conversion after the close of business on the Regular Record Date
next preceding any Interest Payment Date and on or before the close of
business on such Interest Payment Date, to the right of the Holder of this
Security (or any Predecessor Security of record as of such Regular Record
Date) to receive the related installment of interest to the extent and under
the circumstances provided in the Indenture, no cash payment or adjustment is
to be made on conversion for interest accrued hereon from the Interest Payment
Date next preceding the day of conversion, or for dividends on the Common
Stock issued on conversion hereof.  The Company shall thereafter deliver to
the Holder the fixed number of shares of Common Stock (together with any cash
adjustment or rights or warrants, as provided in the Indenture) into which
this Security is convertible and such delivery will be deemed to satisfy the
Company's obligation to pay the principal amount of this Security.  No
fractions of shares or scrip representing fractions of shares will be issued
on conversion, but instead of any fractional interest (calculated to the
nearest 1/10,000th of a share) the Company shall pay a cash adjustment as
provided in the Indenture.  The Conversion Rate is subject to adjustment as
provided in the Indenture.  In addition, the Indenture provides that in case
of certain consolidations or mergers to which the Company is a party or the
conveyance, transfer, sale or lease of all or substantially all of the
property and assets of the Company, the Indenture shall be amended, without
the consent of any Holders of Securities, so that this Security, if then
Outstanding, will be convertible thereafter, during the period this Security
shall be convertible as specified above, only into the kind and amount of
securities, cash and other property receivable upon such consolidation,
merger, conveyance, transfer, sale or lease by a holder of the number of
shares of Common Stock of the Company into which this Security could have been
converted immediately prior to such consolidation, merger, conveyance,
transfer, sale or lease (assuming such holder of Common Stock is not a
Constituent Person, failed to exercise any rights of election and received per
share the kind and amount received per share by a plurality of Non-electing
Shares).  No adjustment in the Conversion Rate will be made until such
adjustment would require an increase or decrease of at least one percent of
such rate, provided that any adjustment that would otherwise be made will be
carried forward and taken into account in the computation of any subsequent
adjustment.

Subject to certain limitations in the Indenture, at any time when the
Company is not subject to Section 13 or 15(d) of the United States Securities
Exchange Act of 1934, as amended, upon the request of a Holder of a Security
or the holder of shares of Common Stock issued upon conversion thereof, the
Company will promptly furnish or cause to be furnished Rule 144A Information
(as defined below) to such Holder of Securities or such holder of shares of
Common Stock issued upon conversion of Securities, or to a prospective
purchaser of any such security designated by any such Holder or holder, as the
case may be, to the extent required to permit compliance by such Holder or
holder with Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), in connection with the resale of any such security. "Rule
144A Information" shall be such information as is specified pursuant to Rule
144A(d) (4) under the Securities Act (or any successor provision thereto).

The Holder of this Security [if this Security is a Global Security, then
insert--(including any Person that has a beneficial interest in this
Security)] and the Common Stock issuable upon conversion hereof is entitled to
the benefits of a Registration Rights Agreement, dated as of February 15, 2000
(the "Registration Rights Agreement"), executed by the Company.  Pursuant to
the Registration Rights Agreement, the Company has agreed for the benefit of
the Holders from time to time of Registered Securities and the Common Stock
issuable upon conversion thereof, in each case, that are Registrable
Securities, at the Company's expense, (a) to file on or before 90 days after
the first date of original issuance of the Securities, a shelf registration
statement (the "Shelf Registration Statement") with the Commission with
respect to resales of the Registrable Securities, (b) thereafter to use all
reasonable  efforts to cause such Shelf Registration Statement to be declared
effective by the Commission on or before 180 days after the first date of
original issuance of the Securities, and (c) to use all reasonable efforts to
maintain such Shelf Registration Statement continuously effective under the
Securities Act until the earlier of (1) the sale under the Shelf Registration
Statement of all the Registrable Securities registered thereunder and (2) the
expiration of the holding period applicable to such Registrable Securities
held by persons that are not affiliates of the Company under Rule 144(k) under
the Securities Act or any successor previously subject to specific permitted
exceptions.  The Company is required to pay Liquidated Damages to holders of
Registrable Securities for failure to comply with the foregoing registration
obligations, all as more fully set forth in the Registration Rights Agreement.

Whenever in this Security there is a reference, in any context, to the
payment of the principal of, premium, if any, or interest on, or in respect
of, any Security, such mention shall be deemed to include mention of the
payment of Liquidated Damages payable as described in the Registration Rights
Agreement to the extent that, in such context, Liquidated Damages are, were or
would be payable in respect of this Security pursuant to the Registration
Rights Agreement, and an express mention of the payment of Liquidated Damages
(if applicable) in any provisions of this Security shall not be construed as
excluding Liquidated Damages in those provisions of this Security where such
express mention is not made.  If the Holder of this Security [if this Security
is a Global Security, then insert-- (including any Person that has a
beneficial interest in this Security)] elects to sell this Security pursuant
to the Shelf Registration Statement then, by its acceptance hereof, such
Holder of this Security agrees to be bound by the terms of the Registration
Rights Agreement relating to the Registrable Securities which are the subject
of such election.

If a Change in Control occurs, the Holder of this Security, at the
Holder's option, shall have the right, in accordance with the provisions of
the Indenture, to require the Company to repurchase this Security (or any
portion of the principal amount hereof that is equal to U.S.$1,000 or any
greater integral multiple of U.S.$1,000) for cash at a Repurchase Price equal
to 100% of the principal amount thereof plus interest accrued to the
Repurchase Date.  At the option of the Company, the Repurchase Price may be
paid in cash or, subject to the conditions provided in the Indenture, by
delivery of shares of Common Stock having a fair market value equal to the
Repurchase Price.  For purposes of this paragraph, the fair market value of
shares of Common Stock shall be determined by the Company and shall be equal
to 95% of the average of the Average Sales Price Per Share for the five
consecutive Trading Days immediately preceding and including the third Trading
Day prior to the Repurchase Date.  Whenever in this Security there is a
reference, in any context, to the principal of any Security as of any time,
such reference shall be deemed to include reference to the Repurchase Price
payable in respect of such Security to the extent that such Repurchase Price
is, was or would be so payable at such time, and express mention of the
Repurchase Price in any provision of this Security shall not be construed as
excluding the Repurchase Price so payable in those provisions of this Security
when such express mention is not made; provided, however, that, for the
purposes of the paragraph below concerning the consequences of an Event of
Default, such reference shall be deemed to include reference to the Repurchase
Price only to the extent the Repurchase Price is payable in cash.

[The following paragraph shall appear in each Registered Security that
is not a Global Security:

In the event of redemption, repurchase or conversion of this Security in
part only, a new Registered Security or Registered Securities for the
unredeemed, unrepurchased or unconverted portion hereof will be issued in the
name of the Holder hereof.]

[The following paragraph shall appear in each Global Security:

In the event of a deposit or withdrawal of an interest in this Security,
including an exchange, transfer, redemption, repurchase or conversion of this
Security in part only, the Trustee, as custodian of the Depositary, shall make
an adjustment on its records to reflect such deposit or withdrawal in
accordance with the Applicable Procedures.]

The indebtedness evidenced by this Security is, to the extent and in the
manner provided in the Indenture, subordinate and subject in right of payment
to the prior payment in full in cash or Cash Equivalents of all Senior Debt of
the Company, and this Security is issued subject to such provisions of the
Indenture with respect thereto.  Each Holder of this Security, by accepting
the same,

(a)     agrees to and shall be bound by such provisions,

(b)     authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and

(c)     appoints the Trustee his attorney-in-fact for any and all such
purposes.

If an Event of Default shall occur and be continuing, the principal of
all the Securities, together with accrued interest to the date of declaration,
may be declared due and payable in the manner and with the effect provided in
the Indenture.  Upon payment (i) of the amount of principal so declared due
and payable, together with accrued interest to the date of declaration, and
(ii) of interest on any overdue principal and, to the extent permitted by
applicable law, overdue interest, all of the Company's obligations in respect
of the payment of the principal of and interest on the Securities shall
terminate.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the written consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding.  The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities at the time
Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences.  Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of any Security
issued in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security or such other Security.

As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee
or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default, the Holders
of not less than 25% in principal amount of the Outstanding Securities shall
have made written request to the Trustee to institute proceedings in respect
of such Event of Default as Trustee and offered the Trustee reasonable
indemnity, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity.  The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof, premium, if any, Liquidated
Damages, if any, or interest hereon on or after the respective due dates
expressed herein or for the enforcement of the right to convert this Security
as provided in the Indenture.

No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, premium, if any,
Liquidated Damages, if any, and interest on this Security at the times, places
and rate, and in the coin or currency, herein prescribed or to convert this
Security as provided in the Indenture.

As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of Registered Securities is registrable on the
Security Register upon surrender of a Registered Security for registration of
transfer at the Corporate Trust Office of the Trustee or at such other office
or agency of the Company as may be designated by it for such purpose in the
Borough of Manhattan, The City of New York, or at such other offices or
agencies as the Company may designate, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing, and thereupon one or more new Registered Securities, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees by the Registrar.  No
service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to recover
any tax or other governmental charge payable in connection therewith.

Prior to due presentation of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered as
the owner thereof for all purposes, whether or not such Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.

Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months. The Indenture and this Security shall be
governed by and construed in accordance with the laws of the State of New
York, United States of America, including, without limitation, Section 5-1402
of the New York General Obligations Law.

All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

        EXHIBIT B

        ELECTION OF HOLDER TO REQUIRE REPURCHASE


1.  Pursuant to Section 12.1 of the Indenture, the undersigned hereby
elects to have this Security repurchased by the Company.

2.  The undersigned hereby directs the Trustee or the Company to pay it
or ___________________ an amount in cash equal to 100% of the principal amount
to be repurchased (as set forth below), plus interest accrued to the
Repurchase Date or, at the Company's election, Common Stock, valued as set
forth in the Indenture.


Dated:


Signature


Signature Guaranteed


Signature(s) must be guaranteed by an eligible
guarantor institution (banks, stock brokers, savings
and loan associations and credit unions with
membership in an approved signature guarantee me-
dallion program) pursuant to Securities and Exchange
Commission Rule 17 Ad-15.

Principal amount to be repurchased:


(must be equal to U.S.$1,000 or any
 greater integral multiple of U.S.$1,000):

Remaining principal amount following such repurchase:




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.

        EXHIBIT C

        CONVERSION NOTICE

The undersigned Holder of this Security hereby irrevocably exercises the
option to convert this Security, or any portion of the principal amount hereof
(which is an integral multiple of U.S.$1,000) below designated, into shares of
Common Stock in accordance with the terms of the Indenture referred to in this
Security and directs that such shares, together with a check in payment for
any fractional share and any Securities representing any unconverted principal
amount hereof, be delivered to and be registered in the name of the
undersigned unless a different name has been indicated below.  If shares of
Common Stock or Securities are to be registered in the name of a Person other
than the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto.  Any amount required to be paid by the undersigned on account
of interest accompanies this Security.


Dated: _________________

_____________________________________



        Signature


If shares or Registered Securities
are to be registered in the name of
a Person other than the Holder,
please print such Person's name and
address:






        Address



        Social Security or other Taxpayer
Identification Number, if any



Signature Guaranteed

Signature(s) must be guaranteed by
an eligible guarantor institution
(banks, stock brokers, savings and
loan associations and credit unions
with membership in an approved
signature guarantee medallion pro-
gram) pursuant to Securities and
Exchange Commission Rule 17 Ad-15.

If only a portion of the Securities is
to be converted, please indicate:

1.      Principal amount to be
converted:

U.S.$___________________________
(any integral multiple of
U.S.$1,000)

2.      Principal amount and
denomination of Registered
Securities representing un-
converted principal amount to be
issued:

Amount:
U.S.$___________________



        TABLE OF CONTENTS

        PAGE

ARTICLE ONEDEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


SECTION 1.1             Definitions     1
SECTION 1.2             Compliance Certificates and Opinions    12
SECTION 1.3             Form of Documents Delivered to the Trustee      13
SECTION 1.4             Acts of Holders of Securities   13
SECTION 1.5             Notices, Etc., to Trustee and Company   15
SECTION 1.6             Notice to Holders of Securities; Waiver 16
SECTION 1.7             Effect of Headings and Table of Contents        16
SECTION 1.8             Successors and Assigns  16
SECTION 1.9             Separability Clause     17
SECTION 1.10    Benefits of Indenture   17
SECTION 1.11    Governing Law   17
SECTION 1.12    Legal Holidays  17
SECTION 1.13    Conflict with Trust Indenture Act       17
SECTION 1.14    Counterparts    18

ARTICLE TWOTHE SECURITIES


SECTION 2.1             Form Generally  18
SECTION 2.2             Title and Terms 19
SECTION 2.3             Denominations   20
SECTION 2.4             Execution, Authentication, Delivery and Dating. 20
SECTION 2.5             Global Securities; Non-Global Securities        20
SECTION 2.6             Registration, Registration of Transfer and Exchange;
Restrictions on Transfer        22
SECTION 2.7             Mutilated, Destroyed, Lost or Stolen Securities 25
SECTION 2.8             Payment of Interest; Interest Rights Preserved  26
SECTION 2.9             Persons Deemed Owners   27
SECTION 2.10    Cancellation    27
SECTION 2.11    Computation of Interest 27
SECTION 2.12    CUSIP Numbers   27

ARTICLE THREESATISFACTION AND DISCHARGE


SECTION 3.1             Satisfaction and Discharge of Indenture 28
SECTION 3.2             Application of Trust Money      29

ARTICLE FOURREMEDIES


SECTION 4.1             Events of Default       29
SECTION 4.2             Acceleration of Maturity; Rescission and Annulment      31
SECTION 4.3             Collection of Indebtedness and Suits for Enforcement by
Trustee 32
SECTION 4.4             Trustee May File Proofs of Claim        33
SECTION 4.5             Trustee May Enforce Claims without Possession of
Securities      34
SECTION 4.6             Application of Money Collected  34
SECTION 4.7             Limitation on Suits     34
SECTION 4.8             Unconditional Right of Holders to Receive Principal,
Premium and Interest and to Convert     35
SECTION 4.9             Restoration of Rights and Remedies      35
SECTION 4.10    Rights and Remedies Cumulative  35
SECTION 4.11    Delay or Omission Not Waiver    36
SECTION 4.12    Control by Holders of Securities        36
SECTION 4.13    Waiver of Past Defaults 36
SECTION 4.14    Undertaking for Costs   37
SECTION 4.15    Waiver of Stay, Usury or Extension Laws 37

ARTICLE FIVETHE TRUSTEE


SECTION 5.1             Certain Duties and Responsibilities     37
SECTION 5.2             Notice of Defaults      39
SECTION 5.3             Certain Rights of Trustee       39
SECTION 5.4             Not Responsible for Recitals or Issuance of Securities  40
SECTION 5.5             May Hold Securities, Act as Trustee under Other
Indentures      41
SECTION 5.6             Money Held in Trust     41
SECTION 5.8             Corporate Trustee Required; Eligibility 42
SECTION 5.9             Resignation and Removal; Appointment of Successor       42
SECTION 5.10    Acceptance of Appointment by Successor  44
SECTION 5.11    Merger, Conversion, Consolidation or Succession to
Business        44
SECTION 5.12    Authenticating Agents   44
SECTION 5.13    Disqualification; Conflicting Interests 46
SECTION 5.14    Preferential Collection of Claims against Company.      46

        ARTICLE SIX     CONSOLIDATION, MERGER,
CONVEYANCE, TRANSFER OR LEASE

SECTION 6.1             Company May Consolidate, Etc., Only on Certain Terms
SECTION 6.2             Successor Substituted   47

ARTICLE SEVENSUPPLEMENTAL INDENTURES


SECTION 7.1             Supplemental Indentures without Consent of Holders of
Securities      47
SECTION 7.2             Supplemental Indentures with Consent of Holders of
Securities      48
SECTION 7.3             Execution of Supplemental Indentures    49
SECTION 7.4             Effect of Supplemental Indentures       50
SECTION 7.5             Reference in Securities to Supplemental Indentures      50
SECTION 7.6             Notice of Supplemental Indentures       50

ARTICLE EIGHTCOVENANTS


SECTION 8.1             Payment of Principal, Premium and Interest      50
SECTION 8.2             Maintenance of Offices or Agencies      51
SECTION 8.3             Money for Security Payments to Be Held in Trust 51
SECTION 8.4             Existence       52
SECTION 8.5             Maintenance of Properties       53
SECTION 8.6             Payment of Taxes and Other Claims       53
SECTION 8.7             Registration and Listing        53
SECTION 8.8             Statement by Officers as to Default     54
SECTION 8.9             Delivery of Certain Information 54
SECTION 8.10    Resale of Certain Securities; Reporting Issuer  55
SECTION 8.11    Waiver of Certain Covenants     55

ARTICLE NINEREDEMPTION OF SECURITIES


SECTION 9.1             Right of Redemption     55
SECTION 9.2             Applicability of Article        55
SECTION 9.3             Election to Redeem; Notice to Trustee   55
SECTION 9.4             Selection by Trustee of Securities to Be Redeemed       56
SECTION 9.5             Notice of Redemption    56
SECTION 9.6             Deposit of Redemption Price     57
SECTION 9.7             Securities Payable on Redemption Date   57
SECTION 9.8             Securities Redeemed in Part     58
SECTION 9.9             Conversion Arrangement on Call for Redemption   58

ARTICLE TENCONVERSION OF SECURITIES


SECTION 10.1    Conversion Privilege and Conversion Rate        59
SECTION 10.2    Exercise of Conversion Privilege        59
SECTION 10.3    Fractions of Shares     61
SECTION 10.4    Adjustment of Conversion Rate   61
SECTION 10.5    Notice of Adjustments of Conversion Rate        66
SECTION 10.6    Notice of Certain Corporate Action      67
SECTION 10.7    Company to Reserve Common Stock 68
SECTION 10.8    Taxes on Conversions    68
SECTION 10.9    Covenant as to Common Stock     68
SECTION 10.10   Cancellation of Converted Securities    68
SECTION 10.11   Provision in Case of Consolidation, Merger or Sale of
Assets  69
SECTION 10.12   Responsibility of Trustee for Conversion Provisions     70

ARTICLE ELEVENSUBORDINATION OF SECURITIES


SECTION 11.1    Securities Subordinate to Senior Debt   70
SECTION 11.2    No Payments in Certain Circumstances; Payment Over of
Proceeds Upon Dissolution, Etc  70
SECTION 11.3    Trustee to Effectuate Subordination     72
SECTION 11.4    No Waiver of Subordination Provisions   73
SECTION 11.5    Notice to Trustee       73
SECTION 11.6    Reliance on Judicial Order or Certificate of Liquidating
Agent   74
SECTION 11.7    Trustee Not Fiduciary for Holders of Senior Debt        74
SECTION 11.8    Reliance by Holders of Senior Debt on Subordination
Provisions      74
SECTION 11.9    Rights of Trustee as Holder of Senior Debt; Preservation
of Trustee's Rights     75
SECTION 11.10   Article Applicable to Paying Agents     75
SECTION 11.11   Certain Conversions and Repurchases Deemed Payment      75

ARTICLE TWELVEREPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER UPON A
CHANGE IN CONTROL


SECTION 12.1    Right to Require Xxxxxxxxxx     00
SECTION 12.2    Conditions to the Company's Election to Pay the
Repurchase Price in Common Stock        77
SECTION 12.3    Notices; Method of Exercising Repurchase Right, Etc     77

ARTICLE THIRTEENHOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY; NON-RECOURSE


SECTION 13.1    Company to Furnish Trustee Names and Addresses of Holders
        80
SECTION 13.2    Preservation of Information     81
SECTION 13.3    No Recourse against Others      81
SECTION 13.4    Reports by Trustee      81
SECTION 13.5    Reports by Company      82