INDENTURE

KDW DRAFT 4/16/97
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WESTBRIDGE CAPITAL CORP.,
Company

and

FIRST UNION NATIONAL BANK
Trustee

_______________

INDENTURE

Dated as of _________ , 1997

_______________

$74,750,000

__% Convertible Subordinated Notes due 2007

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2
TABLE OF CONTENTS

RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Company Request or Company Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Continuing Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Conversion Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Current Market Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Designated Senior Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Fair Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Junior Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Predecessor Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Regular Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Significant Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Special Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Trading Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
U.S. Government Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Vice President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 102. Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 103. Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 104. Acts of Holders; Record Dates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 105. Notices, etc., to Trustee and Company. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 106. Notice to Holders; Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 107. Conflict with Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 108. Effect of Headings and Table of Contents. . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 109. Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 110. Separability Clause. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 111. Benefits of Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 112. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 113. Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 114. Accounting Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE TWO

NOTE FORMS

SECTION 201. Forms Generally. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 202. Form of Face of Note. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 203. Form of Reverse of Note. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 204. Form of Trustee's Certificate of Authentication. . . . . . . . . . . . . . . . . . . . . . 19
SECTION 205. Form of Conversion Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 206. Form of Option of Holder to Elect Repurchase . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 207. Form of Assignment by Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE THREE

THE NOTES

SECTION 301. Title and Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 302. Denominations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 303. Execution, Authentication, Delivery and Dating. . . . . . . . . . . . . . . . . . . . . . . 22

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SECTION 304. Temporary Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 305. Registration, Registration of Transfer and Exchange. . . . . . . . . . . . . . . . . . . . 23
SECTION 306. Mutilated, Destroyed, Lost and Stolen Notes. . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 307. Payment of Interest; Interest Rights Preserved. . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 308. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 309. Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 310. Computation of Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 402. Release of Paying Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 502. Acceleration of Maturity; Rescission and Annulment. . . . . . . . . . . . . . . . . . . . . 29
SECTION 503. Collection of Indebtedness and Suits for Enforcement
by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 504. Trustee May File Proofs of Claim. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 505. Trustee May Enforce Claims Without Possession of Notes . . . . . . . . . . . . . . . . . . 31
SECTION 506. Application of Money Collected. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 507. Limitation on Suits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 508. Unconditional Right of Holders to Receive Principal
and Interest and to Convert. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 509. Restoration of Rights and Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 510. Rights and Remedies Cumulative. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 511. Delay or Omission Not Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 512. Control by Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 513. Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 514. Undertaking for Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 515. Waiver of Stay or Extension Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 602. Notice of Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 603. Certain Rights of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 604. Not Responsible for Recitals or Issuance of Notes. . . . . . . . . . . . . . . . . . . . . 36
SECTION 605. May Hold Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

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SECTION 606. Money Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 607. Compensation and Reimbursement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 608. Disqualification; Conflicting Interests. . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 609. Corporate Trustee Required; Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 610. Resignation and Removal; Appointment of Successor. . . . . . . . . . . . . . . . . . . . . 38
SECTION 611. Acceptance of Appointment by Successor. . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 612. Merger, Conversion, Consolidation or Succession
to Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 613. Preferential Collection of Claims Against Company. . . . . . . . . . . . . . . . . . . . . 39
SECTION 614. Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses
of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 702. Preservation of Information; Communications to Holders . . . . . . . . . . . . . . . . . . 41
SECTION 703. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 704. Reports by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms . . . . . . . . . . . . . . . . . . . 43
SECTION 802. Successor Corporation Substituted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders . . . . . . . . . . . . . . . . . . . . 44
SECTION 902. Supplemental Indentures with Consent of Holders . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 903. Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 904. Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 904. Revocation and Effect of Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 906. Conformity with Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 907. Reference in Notes to Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 908. Subordination Unimpaired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 1002. Maintenance of Office or Agency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

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SECTION 1003. Money for Note Payments to Be Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 1004. Corporate Existence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 1005. Change of Control. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 1006. Payment of Taxes and Other Claims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 1007. Books and Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 1008. Statement by Officers as to Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 1009. Stay, Extension and Usury Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE ELEVEN

REDEMPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 1101. Right of Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 1102. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 1103. Election to Redeem; Notice to Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 1104. Selection by Trustee of Notes to Be Redeemed. . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 1105. Notice of Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 1106. Deposit of Redemption Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 1107. Notes Payable on Redemption Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 1108. Notes Redeemed in Part. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

ARTICLE TWELVE

CONVERSION OF NOTES

SECTION 1201. Conversion Privilege . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 1202. Conversion Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 1203. Cash Payments in Lieu of Fractional Shares. . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 1204. Adjustment of Conversion Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 1205. Effect of Reclassification, Consolidation, Merger or Sale. . . . . . . . . . . . . . . . . 61
SECTION 1206. Taxes on Shares Issued. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 1207. Reservation of Shares; Shares to be Fully Paid; Compliance with Government
Requirements; Listing of Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 1208. Responsibility of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 1209. Notice to Holders Prior to Certain Actions . . . . . . . . . . . . . . . . . . . . . . . . 63

ARTICLE THIRTEEN

SUBORDINATION OF NOTES

SECTION 1301. Agreement to Subordinate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 1302. No Payment on Notes in Event of Default on
Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 1303. Distribution on Dissolution, Liquidation
and Reorganization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 1304. Payment to Holders of Senior Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 1305. Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

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SECTION 1306. Payment on Notes Permitted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 1307. Authorization of Holders to Trustee to Effect Subordination . . . . . . . . . . . . . . . . 67
SECTION 1308. Trustee as Holder of Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 1309. Notices to Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 1310. No Fiduciary Duty by Trustee to Holders of
Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 1311. Paying Agent Treated as Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. Company's Option to Effect Defeasance or
Covenant Defeasance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 1402. Defeasance and Discharge. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 1403. Covenant Defeasance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 1404. Conditions to Defeasance or Covenant Defeasance. . . . . . . . . . . . . . . . . . . . . . 70
SECTION 1405. Application of Trust Money. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 1406. Reinstatement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

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RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
INDENTURE, DATED AS OF _________, 1997

Trust Indenture
Act Section Indenture Section
------------- -----------------

Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 609
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 609
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 608, 610
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 613
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 613
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 701, 702(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702(c)
Section 313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(a)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(b)
Section 314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 704, 1008
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 602
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 514
Section 316(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 502, 512
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 513
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 508
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104(c)
Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 504
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1003
Section 318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107

___________________________
Note: This reconciliation and tie shall not, for any purpose, be
deemed to be part of the Indenture.

- vii -
9
INDENTURE, dated as of _________, 1997, between Westbridge Capital
Corp., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal executive office
at 000 Xxxx Xxxxxx, Xxxx Xxxxx, Xxxxx 00000, and First Union National Bank, a
national banking association duly organized and existing under the laws of the
United States of America, as Trustee (herein called the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the creation of an issue of up to
$74,750,000 aggregate principal amount of its __% Convertible Subordinated
Notes due 2007 (herein called the "Notes") of substantially the tenor and
amount hereinafter set forth, and to provide therefor the Company has duly
authorized the execution and delivery of this Indenture.

All things necessary to make the Notes, when executed by the Company
and authenticated and delivered hereunder and duly issued by the Company, 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.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions.

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

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

(2) all other terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;

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

(4) 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; and

(5) references to Sections or Articles mean Sections or
Articles of this Indenture.
10
"Act," when used with respect to any Holder, has the meaning specified
in Section 104.

"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.

"Authenticating Agent" means any Person authorized by the Trustee to
act on behalf of the Trustee to authenticate Notes.

"Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board, except that, for
purposes of the definitions of "Change of Control" and "Continuing Director,
"Board of Directors" means the Board of Directors of the Company.

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

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York or Texas
are authorized or obligated by law or executive order to close.

"Capital Stock" of any Person means the Common Stock or Preferred
Stock of such Person. Unless otherwise stated herein or the context otherwise
requires, "Capital Stock" means Capital Stock of the Company.

"Change of Control" means the occurrence of any of the following
events after the date of this Indenture: (i) any Person (including, without
limitation, any "person" within the meaning of Section 13(d) or 14(d) of the
Exchange Act, but excluding the Company, any Subsidiary and any employee
benefit plan of the Company or any Subsidiary) becomes the direct or indirect
beneficial owner of shares of Capital Stock representing greater than 50% of
the combined voting power of all outstanding shares of Capital Stock entitled
to vote in the election of directors under ordinary circumstances, (ii) the
Company consolidates with or merges into any other Person and the outstanding
Common Stock is changed or exchanged as a result, (iii) the sale, transfer or
other disposition of all or substantially all of the assets of the Company or
of the collective assets of the Company and the Subsidiaries, (iv) at any time
Continuing Directors cease for any reason to constitute a majority of the Board
of Directors then in office or (v) the Company makes any distribution of cash,
Property or securities (other than regular quarterly dividends, Common Stock,
Preferred Stock which is substantially equivalent to the Common Stock or rights
to acquire Common Stock or Preferred Stock which is substantially equivalent to
the Common Stock) to holders of Common Stock, or the Company or any Subsidiary
purchases or otherwise acquires Common Stock, and the sum of the Fair Market
Value of such cash, Property or securities distributed or Common Stock
purchased on the date the same is made, plus the Fair Market Value, when made,
of all other cash, Property or securities so

- 2 -
11
distributed and Common Stock so purchased which have occurred during the
12-month period ending on such date, in each case expressed as a percentage of
the aggregate Current Market Price of all Common Stock outstanding at the close
of business on the last Trading Day prior to the date of such distribution or
purchase, exceeds 50%.

"Commission" means the 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 all shares now or hereafter authorized of the
class of common stock, par value $.10 per share, of the Company currently
authorized and stock of any other class into which such shares may hereafter
have been changed.

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

"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by the Chairman of the Board, a Vice Chairman
of the Board, the President or a Vice President, and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company
and delivered to the Trustee.

"Continuing Directors" means any member of the Board of Directors who
(i) is a member of the Board of Directors on the date hereof or (ii) was
nominated for election or elected to the Board of Directors with the
affirmative vote of at least two-thirds of such members and members of the
Board of Directors who were previously so nominated or elected.

"Corporate Trust Office" means the principal office of the Trustee in
_________________ at __________________ which at any particular time its
corporate trust business shall be administered.

"Current Market Price" means, when used with respect to any security
as of any date, the last sale price, regular way, or, in case no such sale
takes place on such date, the average of the closing bid and asked prices,
regular way, of such security in either case as reported for consolidated
transactions on the New York Stock Exchange or, if such security is not listed
or admitted to trading on the New York Stock Exchange, as reported for
consolidated transactions with respect to securities listed on the principal
national securities exchange on which such security is listed or admitted to
trading or, if such security is not listed or admitted to trading on any
national securities exchange, as reported on the Nasdaq National Market, or, if
such security is not listed or admitted to trading on the Nasdaq National
Market, as reported on the Nasdaq SmallCap Market, or if such security is not
listed or admitted to trading on any national securities exchange or the Nasdaq
National Market or the Nasdaq SmallCap Market, the average of the high bid and
low asked prices of such security in the over-the-counter market as reported by
the National Association of Securities Dealers, Inc. Automated Quotations
System or such other system then in use or, if such security is not quoted by
any such organization, the average of the closing bid and asked prices of such
security furnished by a New York Stock Exchange

- 3 -
12
member firm selected by the Company. If such security is not quoted by any
such organization and no such New York Stock Exchange member firm is able to
provide such prices, the Current Market Price of such security shall be the
Fair Market Value thereof.

"Designated Senior Debt" means the 11% Senior Subordinated Notes due
2002 of the Company, any Senior Indebtedness outstanding from time to time
under the Credit Agreement dated as of December 28, 1995 between Westbridge
Capital Funding Corporation and Fleet National Bank, as amended, or the
Guarantee Agreement of the Company dated concurrently therewith and any other
Senior Indebtedness the principal amount of which is $10.0 million or more and
which has been designated as Designated Senior Debt in an Officer's
Certificate.

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

"Fair Market Value" means, at any date as to any asset, Property or
right (including, without limitation, Capital Stock of any Person, evidences of
indebtedness or other securities, but excluding cash), the fair market value of
such item as determined in good faith by the Board of Directors, whose
determination shall be conclusive and evidenced by a Board Resolution;
provided, however, that if there is a Current Market Price for such item on
such date, "Fair Market Value" means such Current Market Price (without giving
effect to the last sentence of the definition thereof).

"GAAP" means, as of any date, generally accepted accounting principles
in the United States and does not include any interpretations or regulations
that have been proposed but that have not become effective.

"Holder" means a Person in whose name a Note is registered in the Note
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.

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

"Junior Securities" means (a) shares of any and all classes of Capital
Stock and (b) securities of the Company which are subordinated in right of
payment to Senior Indebtedness at the time of issuance or delivery of such
securities to substantially the same extent as, or to a greater extent than,
the Notes are so subordinated as provided in Article Thirteen.

"Maturity," when used with respect to any Note, means the date on
which the Principal of such Note becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration,
call for redemption or otherwise.

"Notes" has the meaning specified in the recitals of the Company.

- 4 -
13
"Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee and, unless otherwise
provided in this Indenture, containing the statements provided for in Section
102; provided, however, that for purposes of Section 1008, "Officers'
Certificate" means a certificate signed by the principal executive officer,
principal financial officer or principal accounting officer of the Company.

"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company and who shall be reasonably acceptable to the Trustee,
containing the statements provided for in Section 102.

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

(i) Notes theretofore cancelled by the Trustee or delivered
to the Trustee for cancellation;

(ii) Notes for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (other than the Company, any Subsidiary or any
Affiliate thereof) in trust, in accordance with this Indenture, for
the Holders of such Notes and the Trustee or Paying Agent is not
prohibited from paying such money to the Holders thereof pursuant to
the terms of this Indenture; provided that, such Notes shall continue
to be Outstanding until the redemption date or maturity date; and

(iii) Notes which have been paid pursuant to Section 306 or
in exchange for or in lieu of which other Notes have been
authenticated and delivered pursuant to this Indenture, other than any
such Notes in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Notes are held by a bona
fide purchaser in whose hands such Notes are valid obligations of the
Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Notes owned by
the Company or any other obligor upon the Notes or any Affiliate of the Company
or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Notes which the Trustee knows to be so owned shall be so
disregarded. Notes so owned which 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 Notes and that the
pledgee is not the Company or any other obligor upon the Notes or any Affiliate
of the Company or of such other obligor.

"Paying Agent" means any Person authorized by the Company to pay the
Principal of or interest on any Notes on behalf of the Company.

- 5 -
14
"Person" means any person or entity of any nature whatsoever,
specifically including an individual, a firm, a company, a corporation, a
partnership, a trust, or other entity.

"Predecessor Note" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Note.

"Preferred Stock" of any Person means the class or classes of equity,
ownership or participation interests (however designated) in such Person,
including, without limitation, stock, share, partnership and membership
interests, which are preferred as to the payment of dividends or distributions
by, or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of, such Person (or equivalents thereof) over
interests of any other class of interests of such Person. Unless otherwise
stated herein or the context otherwise requires, "Preferred Stock" means
Preferred Stock of the Company.

"Principal" of a debt security means the principal of the security
plus the premium, if any, on the security. "Principal" shall include, with
respect to the Notes, the redemption price or repurchase price, if any, payable
thereon.

"Property" of any Person means any and all types of real, personal,
tangible, intangible or mixed property owned by such Person whether or not
included on the most recent consolidated balance sheet of such Person in
accordance with GAAP.

"Redemption Date," when used with respect to any Note to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

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

"Regular Record Date" for the interest payable on any Interest Payment
Date means the date specified in Section 202 as the "Regular Record Date."

"Responsible Officer," when used with respect to the Trustee, means
the chairman or any vice-chairman of the board of directors, the chairman or
any vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer,
the controller or any assistant controller or any other officer 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 of and familiarity with the particular subject.

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

- 6 -
15
"Senior Indebtedness" means the Principal of and interest (including
interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company, whether or not such claim for
post-petition interest is allowed in such proceeding) on: (a) indebtedness of
the Company existing on the date hereof for money borrowed (other than the
Notes) or evidenced by notes or other written obligations given in connection
with the acquisition of any business, Properties or assets of any kind
(including purchase-money obligations); (b) obligations of the Company as
lessee under capitalized leases and leases of Property made as part of any sale
and leaseback transactions; (c) indebtedness of others of any of the kinds
described in the preceding clauses (a) and (b) assumed or guaranteed by the
Company, including the amounts guaranteed by the Company under the Guaranty
Agreement dated as of December 28, 1995 by the Company in favor of Fleet
National Bank of Connecticut, as amended; (d) renewals, extensions and
refundings of, and indebtedness and obligations of a successor corporation
issued in exchange for or in replacement of, indebtedness or obligations of the
kinds described in the preceding clauses (a) through (c); and (e) future
indebtedness of the Company described in clause (a) above, and renewals,
extensions and refundings thereof, if the instrument creating or evidencing
such future indebtedness provides that such indebtedness is superior in right
of payment to the Notes. Notwithstanding the foregoing, Senior Indebtedness
shall not include (i) any future indebtedness of the kind described in clause
(a) above if and to the extent such indebtedness is convertible into shares of
Common Stock or other equity securities of the Company, and the Notes shall
rank pari passu with any such convertible indebtedness unless the instrument
creating or evidencing such convertible indebtedness provides that such
convertible indebtedness is junior in right of payment to the Notes or (ii)
indebtedness or amounts owed (except to banks and other financial institutions)
for compensation to employees, or for goods or materials purchased, or services
utilized, in the ordinary course of business of the Company or of any other
person from whom such indebtedness or amount was assumed or for whom such
indebtedness was guaranteed.

"Significant Subsidiary" means each Subsidiary that would constitute a
"Significant Subsidiary" within the meaning of Rule 1-02 of Regulation S-X of
the Commission.

"Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 307.

"Stated Maturity," when used with respect to any Note or any
installment of interest thereon, means the date specified in such Note as the
fixed date on which the Principal of such Note or such installment of interest
is due and payable, whether at maturity, upon redemption, upon a Change of
Control or otherwise.

"Subsidiary" of a Person on any date means any other Person, a
majority of whose Capital Stock with voting power, under ordinary
circumstances, entitling holders of such Capital Stock to elect the board of
directors or other governing body of such other Person, is at such date,
directly or indirectly, owned by such Person and/or a Subsidiary or
Subsidiaries of such Person. Unless otherwise stated herein or the context
otherwise requires, "Subsidiary" means a Subsidiary of the Company.

"Trading Day" means (i) if the applicable security is listed or
admitted for trading on a national security exchange, a day on which such
exchange is open for business, (ii) if the

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16
applicable security is quoted on the Nasdaq National Market, a day on which
trades may be made thereon or (iii) if the applicable security is not so
listed, admitted for trading or quoted, any Business Day.

"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.

"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,
or the date any supplemental indenture is executed, "Trust Indenture Act"
means, to the extent required by any such amendment, the Trust Indenture Act of
1939 as so amended.

"U.S. Government Obligations" means non-callable (i) direct
obligations (or certificates representing an ownership interest in such
obligations) of the United States for which its full faith and credit are
pledged and (ii) obligations of a Person controlled or supervised by, and
acting as an agency or instrumentality of, the United States, the payment of
which is unconditionally guaranteed as a full faith and credit obligation of
the United States.

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

In addition, the following terms are defined in the respective
Sections:

Term Defined in Section
---- ------------------

"Aggregate Consideration" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1204
"Change of Control Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1005
"Change of Control Notice" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1005
"Change of Control Offer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1005
"Change of Control Payment" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1005
"Change of Control Payment Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1005
"Code" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1004
"covenant defeasance" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1403
"Conversion Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 305
"Conversion Price" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1201
"Defaulted Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 307
"defeasance" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1402
"Defeasance Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1404
"DTC" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1202
"Event of Default" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 501
"Nonpayment Default" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1302
"Note Register" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 305
"Note Registrar" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 305
"Payment Blockage Period" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1302
"Trigger Event" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1204

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17
SECTION 102. 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 such certificates and opinions as may be required under the Trust
Indenture Act and under this Indenture.

Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the Officers'
Certificate provided pursuant to Section 1008) shall include

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

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

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

(4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

SECTION 103. Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or
covered in 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 his 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 stating that the
information with respect to such factual matters is in the possession of the
Company, 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.

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18
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 104. Acts of Holders; Record Dates.

(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Section 601) conclusive in favor
of the Trustee and the Company, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgements 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. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

(c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix 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 to be given or taken by Holders. 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 30th day (or, if
later, the date of the most recent list of Holders required to be provided
pursuant to Section 701) prior to such first solicitation or vote, as the case
may be. With regard to any record date, only the Holders on such date (or
their duly designated proxies) shall be entitled to give or take, or vote on,
the relevant action.

(d) The ownership of Notes shall be proved by the Note Register.

(e) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Note shall bind every future Holder of
the same Note and the Holder of every Note issued upon the registration of
transfer thereof or in exchange therefor or in lieu

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19
thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Note.

SECTION 105. Notices, etc., to Trustee and Company.

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

(1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust Office,
Attention: Corporate Trust Department, or

(2) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage
prepaid, to the Company addressed to it at the address of its
principal office specified in the first paragraph of this instrument
or at any other address previously furnished in writing to the Trustee
by the Company.

SECTION 106. Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at such Holder's address as it appears in the Note Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. 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 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 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 as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

SECTION 107. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by
operation of Sections 310 to 317, inclusive, of the Trust Indenture Act, such
required provision shall control.

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SECTION 108. 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 109. Successors and Assigns.

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

SECTION 110. Separability Clause.

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

SECTION 111. Benefits of Indenture.

Nothing in this Indenture or in the Notes, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, the holders of Senior Indebtedness and the Holders of Notes, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 112. Governing Law.

THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 113. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Note shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Notes) payment of interest or
Principal need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date, Redemption Date, or at the Stated Maturity, provided that no interest
shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be.

SECTION 114. Accounting Terms.

All accounting terms not specifically defined herein shall be
construed in accordance with GAAP, and all financial data required to be
delivered hereunder shall be prepared in accordance with GAAP, applied on a
consistent basis; except as otherwise specifically prescribed herein.

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21
SECTION 115. Incorporation by Reference of Trust Indenture Act.

This Indenture is subject to the mandatory provisions of the Trust
Indenture Act, which are incorporated by reference in and made a part of this
Indenture. Such provisions shall apply to this Indenture at all times,
notwithstanding that at any time or from time to time this Indenture is not
required to be qualified under the Trust Indenture Act.

The following Trust Indenture Act terms used in this Indenture have
the following meanings:

"indenture securities" means the Notes;

"indenture security holder" means a Holder;

"indenture to be qualified" means this Indenture;

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

"obligor" on the Notes means the Company and any successor
obligor on the Notes.

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

ARTICLE TWO

NOTE FORMS

SECTION 201. Forms Generally.

The Notes, the Trustee's certificate of authentication and the
Conversion Notice shall be in substantially the forms set forth in this
Article, 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 as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution of the Notes.

The definitive Notes shall be printed, lithographed or engraved or
produced by any combination of these methods on steel engraved borders or may
be produced in any other manner, all as determined by the officers executing
such Notes, as evidenced by their execution of such Notes.

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22
SECTION 202. Form of Face of Note.

WESTBRIDGE CAPITAL CORP.

__% Convertible Subordinated Note due 2007

CUSIP No...........
No..... $..................

Westbridge Capital Corp., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company," which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ________________,
or registered assigns, the principal sum of ______________ Dollars on _________
1, 2007, and to pay interest thereon from _________ 1, 1997 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually in arrears on _________ 1 and _________ 1 of each year,
commencing _________ 1, 1997, or, if any such date is not a Business Day on the
next succeeding Business Day (each, an "Interest Payment Date"), at the rate of
__% per annum, until the Principal hereof is paid. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Note (or
one or more Predecessor Notes) is registered at the close of business on
__________ 15 and ___________ 15, whether or not a Business Day, preceding the
respective Interest Payment Date (the "Regular Record Date"). 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 Note (or one or more Predecessor Notes) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Notes not less than 10 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 Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully
provided in said Indenture. Payment of the Principal of and interest on this
Note will be made at the office or agency of the Company maintained for that
purpose in New York, New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest on any Interest Payment Date other than at Maturity may be made by
check mailed to the address of the Person entitled thereto as such address
shall appear in the Note Register.

Reference is hereby made to the further provisions of this Note 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 by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

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23
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

WESTBRIDGE CAPITAL CORP.

By: ________________________

Attest:

________________________

Dated:

SECTION 203. Form of Reverse of Note.

This Note is one of a duly authorized issue of Notes of the Company
designated as its __% Convertible Subordinated Notes due 2007 (herein called
the "Notes"), limited in aggregate principal amount to $74,750,000, issued and
to be issued under an Indenture, dated as of _________ 1, 1997 (herein called
the "Indenture"), between the Company and First Union National Bank, 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 Indebtedness and the Holders of the Notes and of the terms
upon which the Notes are, and are to be, authenticated and delivered.

Conversion. Subject to and upon compliance with the provisions of the
Indenture, the Holder of this Note is entitled, at his option, at any time
prior to the Stated Maturity of the Outstanding Notes on _________ 1, 2007
(provided that, in case this Note or any portion hereof shall be called for
redemption prior to such date, such right shall terminate with respect to this
Note or portion hereof, as the case may be, so called for redemption on the
Business Day next preceding the Redemption Date), to convert the principal
amount of this Note (or any portion hereof which is $1,000 or an integral
multiple thereof) into shares of Common Stock. The Conversion Price shall be
subject to adjustment as provided in the Indenture. In order to exercise the
conversion privilege, the Holder shall surrender this Note, together with the
conversion notice hereon duly executed (unless such Holder is DTC, in which
case the customary procedures of DTC will apply), to the Company at the
designated office or agency of the Company in New York, New York, accompanied
(if so required by the Company) by instruments of transfer, in form
satisfactory to the Company and to the Trustee, duly executed by the Holder or
by his duly authorized attorney in writing 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 (unless this Note or the portion thereof being converted
has been called for redemption during such period), also accompanied by payment
of an amount equal to the amount of interest payable on such Interest Payment
Date on the principal amount of this Note then being converted. Except as
provided above and in the Indenture, no adjustment or payment is to be made on
conversion for interest accrued hereon or for dividends on shares of Common
Stock issued on conversion. The Company is not required to issue fractions of
shares upon any such conversion, but shall make adjustment therefor in cash as
provided in the Indenture. A Holder is not entitled to any rights of a holder
of Common Stock until such Holder has converted its Notes into Common Stock as
provided in the Indenture.

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24
Optional Redemption by the Company. The Notes are subject to
redemption at any time on or after _________ 1, 2000, as a whole or in part, at
the election of the Company, upon not less than 30 nor more than 60 days'
notice, at the Redemption Prices (expressed as percentages of the principal
amount being redeemed) set forth below if the Redemption Date occurs during the
twelve-month period beginning _________ 1 of the years indicated:

For the 12 Months Redemption
after 1, Price
----------------- ----------

2000 103%
2001 102%
2002 101%
2003 and thereafter 100%

together in the case of any such redemption with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Notes, or one or
more Predecessor Notes, of record at the close of business on the applicable
Regular Record Dates referred to on the face hereof, all as provided in the
Indenture.

Mandatory Redemption. The Notes do not have the benefit of any
sinking fund obligation.

Repurchase at the Option of Holder. Upon a Change of Control, the
Company shall make an offer to purchase all the Outstanding Notes at a purchase
price equal to 100% of the principal amount thereof plus accrued and unpaid
interest thereon to the Change of Control Payment Date. Within the periods
specified in the Indenture, the Company shall mail a notice to each Holder
setting forth the procedures governing the offer to purchase as required by the
Indenture. A Holder may tender or refrain from tendering all or any portion of
such Holder's Notes, at such Holder's discretion, by completing and signing the
form entitled "Option of Holder to Elect Repurchase" below and delivering such
form, together with the Notes with respect to which the repurchase right is
being exercised, duly endorsed for transfer to the Company, to the Trustee.
Any partial tender of Notes must be made in an integral multiple of $1,000.

In the event of redemption or repurchase by the Company of this Note
in part only, a new Note or Notes for the portion hereof not redeemed or
repurchased will be issued in the name of the Holder hereof upon the
cancellation hereof.

Discharge and Defeasance. The Indenture contains provisions for
defeasance of (a) the entire indebtedness of the Notes and (b) certain
restrictive covenants upon compliance by the Company with certain conditions
set forth therein.

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25
Subordination. The indebtedness evidenced by the Notes 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 of all Senior Indebtedness, and
this Note is issued subject to such provisions and each Holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions, and
authorizes the Trustee in such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and appoints the Trustee as such Holder's attorney-in-fact for such
purpose.

Default. If an Event of Default shall occur and be continuing, the
Principal of all the Notes may be declared due and payable in the manner and
with the effect provided in the Indenture.

Modification. 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 Notes under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of the Notes at the time
Outstanding. Without the consent of any Holder, the Company and the Trustee
may amend or supplement the Indenture to (i) evidence the succession of another
corporation to the Company and the assumption by any such successor of the
covenants of the Company herein and in the Indenture; (ii) add to the covenants
of the Company for the benefit of the Holders, or surrender any right or power
herein conferred upon the Company; (iii) cure any ambiguity, correct or
supplement any provision herein which may be inconsistent with any other
provision therein, or to make any other provisions with respect to matters or
questions arising under the Indenture which shall not be inconsistent with the
provisions of the Indenture, provided such action shall not adversely affect
the interests of the Holders in any material respect; or (iv) provide for
uncertificated Notes in addition to or in lieu of certificated Notes. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Notes at the time Outstanding,
on behalf of the Holders of all the Notes, 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 Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Note.

Transfer; Denominations; Exchange. As provided in the Indenture and
subject to certain limitations therein set forth, the transfer of this Note is
registrable in the Note Register, upon surrender of this Note for registration
of transfer at the designated office or agency of the Company in New York, New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Note Registrar duly executed by, the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees. The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.

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26
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

Persons Deemed Owners. Prior to due presentment of this Note for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is registered as
the owner hereof for all purposes, whether or not this Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.

Definitions; Authentication. All terms used in this Note which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.

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

The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:

Westbridge Capital Corp.
000 Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxx 00000
Attn: General Counsel

SECTION 204. Form of Trustee's Certificate of Authentication.

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

FIRST UNION NATIONAL BANK,
as Trustee

By _______________________________
Authorized Officer

SECTION 205. Form of Conversion Notice.

To Westbridge Capital Corp.

The undersigned owner of this Note hereby irrevocably exercises the
option to convert this Note, or portion hereof (which is $1,000 or an integral
multiple thereof) below designated, into shares of Common Stock, par value $.10
per share, of Westbridge Capital Corp. in accordance with the terms of the
Indenture referred to in this Note, and directs that the shares issuable and
deliverable upon the conversion, together with any check in payment for
fractional shares and any Notes representing any unconverted principal amount
hereof, be issued and

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27
delivered to the registered holder hereof unless a different name has been
indicated below. If shares are to be issued in the name of a person other than
the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto.

Dated____________________

______________________________________
Signature (exactly as your name appears
on the face of this Note)

Signature Guaranteed:

By:_______________________
This signature shall be guaranteed by an eligible guarantor institution (a bank
or a trust company having an office or correspondent in the United States or a
broker or dealer which is a member of a registered securities exchange or the
National Association of Securities Dealers, Inc.) with membership is an
approved signature guaranty medallion program pursuant to SEC Rule 17Ad-15.

Fill in for registration of shares of Common Stock and Notes if to be issued
otherwise than to the registered holder.

Social Security or Other Taxpayer
Identifying Number

___________________________ ______________________________________
(Print Name)

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

___________________________ $_____________________________________
(Print address, including
zip code)

SECTION 206. Form of Option of Holder to Elect Repurchase.

To elect to have this Note, or portion hereof (which is $1,000 or an
integral multiple thereof) repurchased by Westbridge Capital Corp. pursuant to
Section 1005 of the Indenture in connection with a Change of Control, state the
amount you elect to have repurchased (if all, write "ALL"): $______________.

Dated____________________

______________________________________
Signature (exactly as your name appears
on the face of this Note)

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28
Signature Guaranteed:

SECTION 207. Form of Assignment by Holder.

(I) or (we) assign and transfer this Note to

________________________________________________________________________________
(Insert assignee's social security or tax I.D. no.)

________________________________________________________________________________

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

and irrevocably appoint ________________________________________________________
agent to transfer this Note on the Note Register. The agent may substitute
another to act for him.

Dated____________________

______________________________
Signature (exactly as your
name appears on the face of
this Note)

Name:

Title:

Address:

Phone No.:

Signature Guaranteed:

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ARTICLE THREE

THE NOTES

SECTION 301. Title and Terms.

The aggregate principal amount of Notes which may be authenticated and
delivered under this Indenture is limited to $74,750,000, except for Notes
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 907 or 1108.

The Notes shall be known and designated as the "__% Convertible
Subordinated Notes due 2007" of the Company. Their Stated Maturity shall be
_________ 1, 2007, and they shall bear interest at the rate of __% per annum
from _________ 1, 1997 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, payable
semi-annually in arrears on _________ 1 and _________ 1 of each year,
commencing _________ 1, 1997, until the principal thereof is paid or made
available for payment.

The Principal of and interest on the Notes shall be payable at the
office or agency of the Company in New York, New York, maintained for such
purpose and at any other office or agency maintained by the Company for such
purpose; provided, however, that at the option of the Company, payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Note Register.

The Company shall be required to offer to repurchase Notes following
the occurrence of a Change of Control as provided in Article Ten.

The Notes shall be redeemable at the option of the Company as provided
in Article Eleven.

The Notes shall be convertible into Common Stock as provided in
Article Twelve.

The Notes shall be subordinated in right of payment to Senior
Indebtedness as provided in Article Thirteen.

The Notes shall not have the benefit of any sinking fund obligations.

SECTION 302. Denominations.

The Notes shall be issuable only in registered form without coupons
and only in denominations of $1,000 and any integral multiples of $1,000.

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SECTION 303. Execution, Authentication, Delivery and Dating.

The Notes shall be executed on behalf of the Company by its Chairman
of the Board, one of its Vice Chairmen of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by
its Treasurer or one of its Assistant Treasurers, or its Secretary or one of
its Assistant Secretaries. The signature of any of these officers on the Notes
may be manual or facsimile.

Notes bearing the manual or facsimile signatures 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 Notes or did not hold
such offices at the date of such Notes.

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

Each Note shall be dated the date of its authentication.

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

SECTION 304. Temporary Notes.

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

If temporary Notes are issued, the Company will cause definitive Notes
to be prepared without unreasonable delay. After the preparation of definitive
Notes, the temporary Notes shall be exchangeable for definitive Notes upon
surrender of the temporary Notes at any office or agency of the Company
designated pursuant to Section 1002, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Notes, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects
be entitled to the same benefits under this Indenture as definitive Notes.

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SECTION 305. Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 1002 being herein sometimes
collectively referred to as the "Note Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Notes and of transfers of Notes. The Trustee is hereby
appointed "Note Registrar" for the purpose of registering Notes and transfers
of Notes as herein provided and the "Conversion Agent" for the purpose of
converting the Notes as provided herein.

Upon surrender for registration of transfer of any Note at an office
or agency of the Company designated pursuant to Section 1002 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 Notes of
any authorized denominations, of a like aggregate principal amount.

Subject to Section 302, at the option of the Holder, Notes may be
exchanged for other Notes of any authorized denominations, of a like aggregate
principal amount, upon surrender of the Notes to be exchanged at such office or
agency. Whenever any Notes are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Notes which the
Holder making the exchange is entitled to receive.

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

Every Note presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Note Registrar duly executed, by the Holder
thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient from
a Holder requesting such transfer or exchange to cover any tax or other
government charge that may be imposed in connection with any registration of
transfer or exchange of Notes, other than exchanges pursuant to Section 304,
907 or 1108 not involving any transfer.

The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of (a) Notes selected for redemption during
the 15 day (or shorter) period after the Trustee is notified of a redemption
and preceding the mailing of a notice of such redemption to the Holders in
accordance with Article Eleven (except, in the case of Notes to be redeemed in
part, the portion thereof not to be redeemed) or (b) any Notes with respect to
which a repurchase election has been tendered and not withdrawn by the Holder
thereof in accordance with Section 1005 (except, in the case of Notes tendered
for purchase in part, the portion thereof not to be purchased).

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SECTION 306. Mutilated, Destroyed, Lost and Stolen Notes.

If any mutilated Note is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Note of like tenor and principal amount and bearing a number not
contemporaneously Outstanding.

If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Note
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice
of the Company or the Trustee that such Note has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a
new Note of like tenor and principal amount and bearing a number not
contemporaneously Outstanding.

In case any such mutilated, destroyed, lost or stolen Note has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Note, pay such Note.

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

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

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

SECTION 307. Payment of Interest; Interest Rights Preserved.

Interest on any Note which 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 Note (or one or more Predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest.

Any interest on any Note which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called "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 (1) or (2) below:

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(1) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Notes (or their respective Predecessor Notes)
are registered at the close of business on a "Special Record Date" for the
payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Note and the date of the
proposed payment, 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 in this Clause provided. Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which 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 shall
promptly notify the Company of such Special Record Date and, in the name and at
the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder at his address as it appears in the
Note Register, not less than 10 days prior to such Special Record Date. Notice
of the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid to the
Persons in whose names the Notes (or their respective Predecessor Notes) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following Clause (2).

(2) 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 Notes 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, each Note
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Note shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Note.

In the case of any Note which is converted after any Regular Record
Date and on or prior to the next succeeding Interest Payment Date (other than
any Note whose Maturity is prior to such Interest Payment Date), interest whose
Stated Maturity is on such Interest Payment Date shall be payable on such
Interest Payment Date notwithstanding such conversion, and such interest
(whether or not punctually paid or duly provided for) shall be paid to the
Person in whose name that Note (or one or more Predecessor Notes) is registered
at the close of business on such Regular Record Date.

SECTION 308. Persons Deemed Owners.

Prior to due presentment of a Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Note is registered as the owner of such Note for the
purpose of receiving payment of Principal of and

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(subject to Section 307) interest on such Note and for all other purposes
whatsoever, whether or not such Note be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

SECTION 309. Cancellation.

All Notes surrendered for payment, redemption, registration of
transfer or exchange, conversion or repurchase shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee
for cancellation any Notes previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly cancelled by the Trustee. No Notes shall be
authenticated in lieu of or in exchange for any Notes cancelled as provided in
this Section, except as expressly permitted by this Indenture. All cancelled
Notes held by the Trustee shall be disposed of as directed by a Company Order.

SECTION 310. Computation of Interest.

Interest on the Notes shall be computed on the basis of a 360-day year
of twelve 30-day months.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

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

(1) all Notes theretofore authenticated and delivered
(other than (i) Notes which have been destroyed, lost or
stolen and which have been replaced or paid as provided in
Section 306 and (ii) Notes 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 1003) have
been delivered to the Trustee for cancellation;

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

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

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Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 and the obligations
of the Trustee to any Authenticating Agent under Section 614 shall survive.

SECTION 402. Release of Paying Agent.

In connection with the satisfaction and discharge of this Indenture
all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee and thereupon such
Paying Agent shall be released from all further liability with respect to such
moneys.

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default.

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

(1) default in the payment of any interest upon any
Note when it becomes due and payable, and continuance of such
default for a period of ten Business Days, whether or not such
payment is prohibited by the subordination provisions of this
Indenture; or

(2) default in the payment of the Principal of any
Note at its Stated Maturity, whether or not such payment is
prohibited by the subordination provisions of this Indenture;
or

(3) 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 whose performance or
whose breach is elsewhere in this Section specifically dealt
with), and continuance of such default or breach for a period
of 30 days after there has been given 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 Notes 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

(4) a default under any bond, debenture, note or
other evidence of indebtedness for money borrowed by the
Company or any of its Subsidiaries 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 of its Subsidiaries
whether such indebtedness now exists or shall hereafter be
created, which default shall have resulted in such

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indebtedness in an aggregate amount exceeding $10,000,000
becoming or being declared due and payable prior to the date
on which it would otherwise have become due and payable or
such obligations being accelerated, without such acceleration
having been rescinded or annulled within a period of 30 days
after there shall have been given, by first class 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 Notes a written notice specifying such default and
requiring the Company to cause such acceleration to be
rescinded or annulled and stating that such notice is a
"Notice of Default" hereunder; or

(5) the entry of a decree or order by a court having
jurisdiction in the premises adjudging the Company or any of
its Significant Subsidiaries 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 of its Significant Subsidiaries under federal
bankruptcy law, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other
similar law, or appointing a receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company
or any of its Significant Subsidiaries or of any substantial
part of the property of the Company or any of its Significant
Subsidiaries, or ordering the winding up or liquidation of its
affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 30 consecutive days; or

(6) the commencement by the Company or any of its
Significant Subsidiaries, of a voluntary case under federal
bankruptcy law, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency, or other
similar law, or the consent by the Company or any of its
Significant Subsidiaries to the institution of bankruptcy or
insolvency proceedings against the Company or any of its
Significant Subsidiaries, or the filing by the Company or any
of its Significant Subsidiaries of a petition or answer or
consent seeking reorganization or relief under federal
bankruptcy law or any other applicable federal or state law,
or the consent by the Company or any of its Significant
Subsidiaries to the filing of such petition or to the
appointment of a receiver, liquidator, assignee, trustee,
sequestrator or similar official of the Company or any of its
Significant Subsidiaries or of any substantial part of the
property of the Company or any of its Significant
Subsidiaries, or the making by the Company or any of its
Significant Subsidiaries of an assignment for the benefit of
creditors, or the admission by the Company or any of its
Significant Subsidiaries in writing of its inability to pay
its debts generally as they become due, or the taking of
corporate action by the Company or any of its Significant
Subsidiaries in furtherance of any such action; or

(7) the entry of a judgment or order by a court
having jurisdiction in the premises adjudging the Company or
any of its Subsidiaries liable for the payment of money of at
least $10,000,000 and such judgment or order is not vacated,
discharged, stayed or bonded pending appeal within 30 days
thereof.

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SECTION 502. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default (other than an Event of Default specified in
clauses (5) and (6) of Section 501) occurs and is continuing, then and in every
such case the Trustee or the Holders of not less than 25% in principal amount
of the Outstanding Notes may declare the Principal of all the Notes, and the
interest accrued thereon, to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee, if given by Holders). Upon any
such declaration such Principal shall become immediately due and payable. If
an Event of Default specified in clause (5) or (6) of Section 501 occurs, such
an amount shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder.

At any time after such a 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 provided, the Holders of a majority
in principal amount of the Outstanding Notes, by written notice to the Company
and the Trustee, may rescind and annul such declaration and its consequences if

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

(A) all overdue installments of interest on
all Notes,

(B) the Principal of any Notes which have
become due otherwise than by such declaration of
acceleration and interest thereon at the rate borne
by the Notes,

(C) to the extent that payment of such
interest is lawful, interest upon overdue
installments of interest at the rate borne by the
Notes, and

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

(2) all Events of Default, other than the non-payment
of the Principal of Notes which have become due solely by such
declaration of acceleration, have been cured and waived as
provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.

The Company covenants that if

(1) default is made in the payment of any installment
of interest on any Note when such interest becomes due and
payable and such default continues for a period of ten (10)
Business Days, or

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(2) default is made in the payment of the Principal
of any Note at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Notes, the whole amount then due and payable on such Notes for
Principal and interest, with interest upon the overdue Principal and, to the
extent that payment of such interest shall be legally enforceable, upon overdue
installments of interest, at the rate borne by the Notes; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and 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 Notes 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 Notes, 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 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 504. Trustee May File Proofs of Claim.

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

(i) to file and prove a claim for the whole amount of
Principal and interest owing and unpaid in respect of the
Notes and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its
agents and counsel) and of the Holders allowed in such
judicial proceeding, and

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

and any receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee

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and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section
607.

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

SECTION 505. Trustee May Enforce Claims Without Possession of Notes.

All rights of action and claims under this Indenture or the Notes may
be prosecuted and enforced by the Trustee without the possession of any of the
Notes 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 counsel, be for the
ratable benefit of the Holders of the Notes in respect of which such judgment
has been recovered.

SECTION 506. Application of Money Collected.

Subject to Article Thirteen, any money collected by the Trustee
pursuant to this Article 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 or interest, upon presentation of the Notes 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 607; and

SECOND: To the payment of all amounts due the holders of
Senior Indebtedness to the extent required by Article Thirteen; and

THIRD: To the payment of the amounts then due and unpaid for
Principal of and interest on the Notes 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 Notes for Principal and interest, respectively.

SECTION 507. Limitation on Suits.

No Holder of any Note 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

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

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(2) the Holders of not less than 25% in principal amount of
the Outstanding Notes 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;

(3) 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;

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

(5) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of
a majority in principal amount of the Outstanding Notes;

it being understood and intended that no one or more 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 Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

SECTION 508. Unconditional Right of Holders to Receive Principal and
Interest and to Convert.

Notwithstanding any other provision in this Indenture, but subject to
Article Thirteen, the Holder of any Note shall have the right to receive
payment of the Principal of and (subject to Section 307) interest on such Note
on the respective Stated Maturities expressed in such Note (or, in the case of
redemption, on the Redemption Date), to require the Company to repurchase such
Note pursuant to Article Ten and to convert such Note in accordance with
Article Twelve and to institute suit for the enforcement of any such payment
and such rights shall not be impaired without the consent of such Holder.

SECTION 509. Restoration of Rights and Remedies.

If the Trustee or any Holder 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
shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

SECTION 510. Rights and Remedies Cumulative.

No right or remedy herein conferred upon or reserved to the Trustee or
to the Holders 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

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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 511. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Note 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
an acquiescence therein. Every right and remedy given by this Article or by
law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

SECTION 512. Control by Holders.

The Holders of a majority in principal amount of the Outstanding Notes
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

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

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

SECTION 513. Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the
Outstanding Notes may on behalf of the Holders of all the Notes waive any past
default hereunder and its consequences, except a default

(1) in the payment of the Principal of or interest on any
Note, or

(2) in respect of a covenant or provision hereof which under
Article Nine cannot be modified or amended without the consent of the
Holder of each Outstanding Note 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 514. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the

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claims or defenses made by the party litigant. This Section 514 does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 508, or a suit
by Holders of more than 10% in aggregate principal amount of the then
outstanding Notes or any suit for the enforcement of the right to convert any
Note in accordance with Article Twelve.

SECTION 515. Waiver of Stay 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 or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

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

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

(i) The Trustee need perform only those duties that are
specifically set forth in this Indenture or the Trust Indenture Act
and no others; and

(ii) in the absence of gross negligence, willful
misconduct or bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to
the Trustee and conforming to the requirements of this Indenture.
However, the Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this
Indenture, but the Trustee need not verify the contents thereof.

(c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

(i) this Section 601(c) does not limit the effect of
Section 601(b);

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

(iii) the Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 512.

(d) Every provision of this Indenture that in any way relates to
the Trustee is subject to the provisions of the Trust Indenture Act and
Sections 601(a), 601(b), 601(c) and 601(e).

SECTION 602. Notice of Defaults.

The Trustee shall give the Holders notice of any default hereunder as
and to the extent provided by the Trust Indenture Act. For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default.

SECTION 603. Certain Rights of Trustee.

Except as otherwise provided in Section 601:

(a) The Trustee may conclusively rely on any document believed by
it to be genuine and to have been signed or presented by the proper Person.
The Trustee need not investigate any fact or matter stated in the document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters to the extent reasonably deemed necessary by it.

(b) 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, subject to the provisions of Section
601(b)(ii), rely on an Officers' Certificate.

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

(d) Subject to the provisions of Section 601(c), the Trustee shall
not be liable for any action it takes or omits to take in good faith which it
believes to be authorized or within its rights or powers conferred by this
Indenture.

(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 pursuant to this Indenture, unless such Holders shall
have offered to the Trustee reasonable indemnity against the costs, expenses
and liabilities which might be incurred by it in compliance with such request
or direction.

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SECTION 604. Not Responsible for Recitals or Issuance of Notes.

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

SECTION 605. May Hold Notes.

The Trustee, any Authenticating Agent, any Paying Agent, any Note
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Notes and, subject to Sections 608
and 613, may otherwise deal with the Company with the same rights it would have
if it were not Trustee, Authenticating Agent, Paying Agent, Note Registrar or
such other agent.

SECTION 606. 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 with the Company.

SECTION 607. Compensation and Reimbursement.

The Company agrees:

(1) to pay to the Trustee from time to time reasonable
compensation 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);

(2) 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, disbursement or advance
as may be attributable to its negligence or bad faith; and

(3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or
willful misconduct on its part, arising out of or in connection with
the acceptance or administration of this trust, including the costs
and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or
duties hereunder.

As security for the performance of the obligations of the Company
under this Section the Trustee shall have a lien prior to the Notes upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of Principal of or interest on Notes.

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SECTION 608. Disqualification; Conflicting Interests.

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

SECTION 609. 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 and
has a combined capital and surplus of at least $100,000,000 and subject to
supervision or examination by federal or state authority. If such Person
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, 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, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

SECTION 610. 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 under Section 611.

(b) The Trustee may resign at any time by giving written notice
thereof to the Company. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee 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 Notes, delivered to the Trustee
and to the Company.

(d) If at any time:

(1) the Trustee shall fail to comply with Section 608 after
written request therefor by the Company or by any Holder who has been
a bona fide Holder of a Note for at least six months, or

(2) the Trustee shall cease to be eligible under Section 609
and shall fail to resign after written request therefor by the Company
or by any such Holder, or

(3) 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,

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46
then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 514, any Holder 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, by a Board Resolution, shall promptly appoint a successor Trustee.
If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of
the Holders of a majority in principal amount of the Outstanding Notes
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, 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 and accepted appointment in the manner hereinafter provided, any Holder
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 Company shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee by mailing written
notice of such event by first-class mail, postage prepaid, to all Holders as
their names and addresses appear in the Note Register. Each notice shall
include the name of the successor Trustee and the address of its Corporate
Trust Office.

SECTION 611. 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; but, on request of the Company or
the successor Trustee, such retiring Trustee shall, upon payment of its
charges, 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, subject nevertheless to its
lien, if any, provided for in Section 607. 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 qualified and eligible under
this Article.

SECTION 612. 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 to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,

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provided such corporation shall be otherwise qualified and 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 Notes 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 Notes so authenticated with the same effect
as if such successor Trustee had itself authenticated such Notes.

SECTION 613. 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 Notes), 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).

SECTION 614. Appointment of Authenticating Agent.

At any time when any of the Notes remain Outstanding the Trustee may
appoint an Authenticating Agent or Agents which shall be authorized to act on
behalf of the Trustee to authenticate Notes issued upon exchange, registration
of transfer or partial redemption thereof or pursuant to Section 306, and Notes
so authenticated 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. Wherever reference is made in this Indenture to the authentication
and delivery of Notes by the Trustee or the Trustee's certificate of
authentication, such reference 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 acceptable to 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, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by federal or state authority. If such Authenticating Agent
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, the combined capital and surplus of such Authenticating Agent
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 an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section.

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, 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

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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, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the
Company and shall mail written notice of such appointment by first-class mail,
postage prepaid, to all Holders as their names and addresses appear in the Note
Register. 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 herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

If an appointment is made pursuant to this Section, the Notes may have
endorsed thereon, in addition to the Trustee's certificate of authentication,
an alternate certificate of authentication in the following form:

This is one of the Notes described in the within-mentioned Indenture.

FIRST UNION NATIONAL BANK

.....................................
As Trustee

By .....................................
As Authenticating Agent

By .....................................
Authorized Officer

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. 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 5 days after each Regular
Record Date, a list, in such form as the Trustee may reasonably
require, of the names and addresses of, and the principal amount of
the Notes held by, the Holders as of such Regular Record Date, and

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(b) at such other times as the Trustee may 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 Note Registrar.

SECTION 702. Preservation of Information; Communications to Holders.

(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 701 and the names and
addresses of Holders received by the Trustee in its capacity as Note Registrar.
The Trustee may destroy any list furnished to it as provided in Section 701
upon receipt of a new list so furnished.

(b) If three or more Holders (herein referred to as "applicants")
apply in writing to the Trustee and such application states that the applicants
desire to communicate with other Holders with respect to their rights under
this Indenture or under the Notes and is accompanied by a copy of the form of
proxy or other communication which such applicants propose to transmit, then
the Trustee shall, within five business days after the receipt of such
application, at its election, either

(i) afford such applicants access to the information preserved
at the time by the Trustee in accordance with Section 702(a), or

(ii) inform such applicants as to the approximate number of
Holders whose names and addresses appear in the information preserved
at the time by the Trustee in accordance with Section 702(a), and as
to the approximate cost of mailing to such Holders the form of proxy
or other communication, if any, specified in such application.

If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder whose name and address appear in the
information preserved at the time by the Trustee in accordance with Section
702(a) a copy of the form of proxy or other communication which is specified in
such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interest of the Holders or would be in violation of applicable law. Such
written statement shall specify the basis of such opinion. If the Commission,
after opportunity for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Holders with reasonable promptness after the entry of such order and

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the renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

(c) Every Holder of Notes, 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 the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 702(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 702(b).

SECTION 703. Reports by Trustee.

(a) The Trustee shall transmit to all Holders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to
Section 313 of the Trust Indenture Act at the times and in the manner provided
pursuant thereto.

(b) 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
Notes are listed, with the Commission and with the Company. The Company will
notify the Trustee when the Notes are listed on any stock exchange.

SECTION 704. Reports by Company.

(a) The Company shall file with the Trustee copies of all reports
and other information and documents that the Company is required to file with
the Commission pursuant to the Exchange Act. Each such report or other
information or document shall be filed with the Trustee within 15 days after
filing of such report or other information or document with the Commission.
The Company will mail or cause to be mailed to all Holders copies of all of (i)
its annual reports to stockholders and (ii) quarterly reports to stockholders
which are mailed to its institutional stockholders.

(b) If the Company is at any time no longer subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
will prepare (i) for the first three quarters of each fiscal year of the
Company, quarterly financial statements substantially equivalent to the
financial statements required to be included in a report on Form 10-Q under the
Exchange Act, and (ii) annually, complete audited consolidated financial
statements, including, but not limited to, a balance sheet, a statement of
operations, a statement of stockholders' equity and all appropriate notes. All
such financial statements will be prepared in accordance with GAAP, except for
changes with which the Company's independent accountants concur and except that
quarterly financial statements may be subject to year-end adjustments. The
Company will file or cause to be filed with the Trustee and will mail or cause
to be mailed to the Holders a copy of such financial statements within 50 days
after the end of each of the first three quarters of each fiscal year of the
Company and within 95 days after the close of each fiscal year of the Company,
respectively. Notwithstanding the foregoing, if the Company is no longer
subject to such reporting requirements by reason of the acquisition of Capital
Stock by, or merger or consolidation of the Company with, a Person which is
subject to such reporting requirements or a Subsidiary of such a Person and
such Person has

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51
unconditionally and irrevocably guaranteed payment in full when due of all
amounts payable with respect to the Notes, then the Company need not prepare,
file or mail the financial statements described in this Section 704(b);
provided, however, that such Person complies with Section 704(a) as if
references therein to the Company were references to such Person.

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other
corporation or convey or transfer or lease its properties and assets
substantially as an entirety to any Person, without the consent of Holders of
the majority in aggregate principal amount of the Outstanding Notes, unless:

(1) the corporation formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation organized and
existing under the laws of the United States of America, any state
thereof or the District of Columbia and 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 and interest on all the Notes and the performance of
every covenant of this Indenture on the part of the Company to be
performed or observed;

(2) immediately after giving effect to such transaction, no
Event of Default, and no event which, after notice or lapse of time or
both, would become an Event of Default, shall have occurred and be
continuing;

(3) immediately after giving effect to such transaction, the
Notes and this Indenture (as supplemented by any such supplemental
indenture) will be valid and enforceable obligations of the Company or
such successor; and

(4) 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 such
supplemental indenture comply with this Article and that all
conditions precedent herein provided for relating to such transaction
have been complied with.

SECTION 802. Successor Corporation Substituted.

Upon any consolidation or merger or any conveyance, transfer or lease
of the properties and assets of the Company substantially as an entirety in
accordance with Section 801, the successor corporation formed by such
consolidation or into 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

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52
as if such successor corporation had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and the Notes.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.

Without the consent of any Holder, 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, in form satisfactory to the
Trustee, for any of the following purposes:

(1) to evidence the succession of another corporation to the
Company and the assumption by any such successor of the covenants of
the Company herein and in the Notes; or

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

(3) to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision
herein, or to make any other provisions with respect to matters or
questions arising under this Indenture which shall not be inconsistent
with the provisions of this Indenture, provided such action shall not
adversely affect the interests of the Holders in any material respect;
or

(4) to provide for uncertificated Notes in addition to or in
lieu of certificated Notes;

provided, however, that, in each case, the Company has delivered to the
Trustee an Officers' Certificate stating that such amendment complies with the
provisions of this Section 901 and an Opinion of Counsel stating that adoption
of such amendment does not conflict with the provisions of this Section 901.

SECTION 902. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Notes, by an Act of said Holders delivered
to the Company and the Trustee, 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 under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Note affected thereby:

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53
(1) change the Stated Maturity of the Principal of or any
installment of interest on, any Note, or reduce the principal amount
thereof or the rate of interest thereon, or change the place of
payment where, or the coin or currency in which, any Note or the
interest thereon is payable, or impair the right to institute suit for
the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption
Date or, in the case of an offer to purchase Notes by the Company
pursuant to Article Ten which has been made, on or after the
applicable Repayment Date), or modify the provisions of this Indenture
with respect to the subordination of the Notes in a manner adverse to
the Holders, or

(2) reduce the percentage in principal amount of the
Outstanding Notes, the consent of whose Holders is required for any
such supplemental 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

(3) modify any of the provisions of this Section, or Section
513, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Note affected
thereby, or

(4) following the making of an offer to purchase Notes by the
Company pursuant to Article Ten, modify the provisions of this
Indenture with respect to the Company's obligation to purchase such
Notes in a manner adverse to such Holder, or

(5) modify the provisions of this Indenture with respect to a
Holder's right to convert the Notes in a manner adverse to such
Holder.

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

After an amendment or waiver under this Section 902 becomes effective,
the Company shall mail to Holders a notice briefly describing the amendment or
waiver. Any failure of the Company to mail such notices, or any defect therein,
shall not, however, in any way, impair or affect the validity of any such
amendment or waiver.

SECTION 903. 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 Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

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SECTION 904. Effect of Supplemental Indentures.

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

SECTION 904. Revocation and Effect of Consents.

Until an amendment, supplemental indenture or waiver becomes
effective, a consent to it by a Holder of a Note is a continuing consent by
such Holder and every subsequent Holder of a Note or portion of a Note that
evidences the same debt as such consenting Holder's Note, even if notation of
the consent is not made on any Note. However, prior to becoming effective, any
such Holder or subsequent Holder may revoke the consent as to its Notes or a
portion thereof if the Trustee receives written notice of revocation before the
consent of Holders of the requisite aggregate principal amount of Notes then
outstanding has been obtained and not revoked.

The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment or
waiver. If a record date is fixed, then notwithstanding the provisions of the
immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to consent to such amendment or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No consent shall be valid or effective for more than 90 days
after such record date unless consents from Holders of the principal amount of
Notes required hereunder for such amendment or waiver to be effective shall
have also been given and not revoked within such 90-day period.

After an amendment or waiver becomes effective it shall bind every
Holder; provided, however, that in the case of any amendment referred to in
clauses (1) through (5) of Section 902 such amendment shall bind each Holder
of a Note who has consented to it and every subsequent Holder of a Note that
evidences the same debt as the consenting Holder's Note.

SECTION 906. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 907. Reference in Notes to Supplemental Indentures.

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

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SECTION 908. Subordination Unimpaired.

No supplemental indenture entered into under this Article shall
directly or indirectly modify the provisions of Article Thirteen or the
definition of Senior Indebtedness in any manner which might alter or impair the
subordination of the Notes with respect to Senior Indebtedness then outstanding
unless each holder of such Senior Indebtedness has consented thereto in
writing.

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal and Interest.

The Company will duly and punctually pay the Principal of and interest
on the Notes in accordance with the terms of the Notes and this Indenture.
Principal and interest shall be considered paid on the date due if the Paying
Agent (other than the Company or a Subsidiary) prior to 10:00 a.m., New York
City time, on that date holds money in immediately available funds and in
accordance with this Indenture designated for and sufficient to pay in cash all
Principal and interest then due and the Paying Agent is not prohibited from
paying such money to Holders on that date pursuant to the terms of this
Indenture.

To the extent lawful, the Company shall pay interest (including
post-petition interest in any proceeding under Title 11 of the U.S. Code or any
similar federal, foreign or state law for the relief of debtors) on (i) overdue
Principal and repurchase price, if any, of the Notes at the rate borne by the
Notes and (ii) overdue installments of interest at the same rate.

SECTION 1002. Maintenance of Office or Agency.

The Company will maintain in New York, New York, an office or agency
where Notes may be presented or surrendered for payment, where Notes may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may
be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

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

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SECTION 1003. Money for Note Payments to Be Held in Trust.

If the Company or any Affiliate of the Company shall at any time act
as its own Paying Agent, it will, on or before each due date of the Principal
of or interest on any of the Notes, segregate and hold in trust for the benefit
of the Persons entitled thereto a sum sufficient to pay the Principal or
interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and 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, on
or before each due date of the Principal of or interest on any Notes, deposit
with a Paying Agent a sum sufficient to pay the Principal or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such Principal or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or 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, that
such Paying Agent will:

(1) hold all sums held by it for the payment of the Principal
of or interest on Notes in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided:

(2) give the Trustee notice of any default by the Company (or
any other obligor upon the Notes) in the making of any payment of
Principal or interest; and

(3) 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 in trust 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 (if other than the Company, a Subsidiary or an
Affiliate thereof) shall be released from all further liability with respect to
such money.

Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the Principal of or interest on any
Note and remaining unclaimed for six years after such Principal or interest has
become due and payable shall be paid to the Company on Company Request, or (if
then held by the Company) shall be discharged from such trust; and the Holder
of such Note shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published

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once, in a newspaper published in the English language, customarily published
on each Business Day and of general circulation in New York, New York, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 1004. Corporate Existence.

Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect the corporate
existence, rights (charter and statutory) and franchises of the Company and its
Subsidiaries, and shall comply with all statutes, rules, regulations and orders
of and restrictions imposed by governmental and administrative authorities and
agencies applicable to the Company and its Subsidiaries; provided, however,
that the foregoing shall not obligate the Company to preserve any such right or
franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Subsidiaries and that the loss thereof is not disadvantageous in any material
respect to any Holder.

SECTION 1005. Change of Control.

(a) In the event of a Change of Control, the Company shall give or
cause to be given written notice in the form of an Officers' Certificate (the
"Change of Control Notice") to all Holders, the Trustee and the Paying Agent of
such event and shall make an offer to purchase (as the same may be extended in
accordance with applicable law, the "Change of Control Offer") all then
Outstanding Notes at a purchase price equal to 100% of the principal amount
thereof plus accrued and unpaid interest thereon to the Change of Control
Payment Date. The Change of Control Notice shall be given in accordance with
Section 1105 and the Change of Control Offer shall be made not more than 30
days following the date of the Change of Control (the "Change of Control
Date"), unless the Company has previously given a notice of optional redemption
by the Company of all of the Notes in accordance with this Indenture. The
Change of Control Notice shall set forth:

(i) that a Change of Control has occurred and, unless the
Notes are subject to a notice of optional redemption described above,
that the Company is offering to repurchase all of the Outstanding
Notes;

(ii) a brief description of such Change of Control and, to
the extent readily available to the Company, information with respect
to pro forma consolidated income, cash flow and capitalization of the
Company after giving effect to such Change of Control and such other
financial information relating to the Company with respect to such
Change of Control as the Company may, in its sole discretion, deem
relevant to a decision whether to convert or hold Notes or tender
Notes in connection with such Change of Control Offer;

(iii) the repurchase price (the "Change of Control Payment");

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(iv) the expiration date of the Change of Control Offer,
which shall be no earlier than 30 days nor later than 60 days from the
date the Change of Control Notice is mailed;

(v) the date such purchase shall be effected, which shall be
no later than 30 days after the expiration date of the Change of
Control Offer (the "Change of Control Payment Date");

(vi) that, unless the Company defaults in the payment of the
Change of Control Payment, all Notes or portions thereof accepted for
payment pursuant to the Change of Control Offer shall cease to accrue
interest on and after the Change of Control Payment Date;

(vii) the Conversion Price;

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

(ix) that Notes (duly endorsed for transfer to the Company),
together with the form of "Option of Holder to Elect Repurchase"
thereon completed and signed, must be surrendered to the Paying Agent
prior to the expiration of the Change of Control Offer to collect the
Change of Control Payment; and

(x) any other information required by applicable law to be
included therein and any other procedures that a Holder must follow in
order to have Notes repurchased.

(b) The Change of Control Offer shall remain open until the close of
business on the expiration date of the Change of Control Offer. Each Holder
shall have the right to withdraw his tender in accordance with applicable rules
promulgated by the Commission under the Exchange Act.

(c) In the event that the Company is required to make a Change of
Control offer, the Company will comply with any applicable securities laws and
regulations, including, to the extent applicable, Section 14(e) of, and Rule
14e-1 under, the Exchange Act.

(d) On the Change of Control Payment Date, the Company shall, to the
extent lawful:

(i) accept for payment Notes or portions thereof tendered
pursuant to the Change of Control Offer;

(ii) deposit with the Paying Agent in immediately available
funds an amount equal to the Change of Control Payment with respect to
all Notes or portions thereof so accepted; and

(iii) deliver to cause to be delivered to the Trustee the
Notes so accepted together with an Officers' Certificate stating the
Notes or portions thereof tendered to the Company.

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(e) The Paying Agent shall promptly (but in any case not later than
five Business Days after the Change of Control Payment Date) mail to each
Holder of Notes so accepted payment in an amount equal to the Change of Control
Payment for such Notes, and the Trustee shall promptly authenticate and mail to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered by such Holder, if any; provided, that each such new Note
shall be in principal amount of $1,000 or an integral multiple thereof. The
Company shall publicly announce the results of all repurchases pursuant to this
Section 1005 on or as soon as practicable after the Change of Control Payment
Date.

SECTION 1006. Payment of Taxes and Other Claims.

The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, 1) 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 and (2)
all lawful claims for labor, material and supplies which, if unpaid, might by
law become a lien upon the Property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings and for which disputed amounts adequate reserves (in the good faith
judgment of the Board of Directors evidenced by a Board Resolution) have been
established.

SECTION 1007. Books and Records.

The Company shall, and shall cause each Subsidiary to, at all times
keep proper books of record and account in which proper entries shall be made
in accordance with generally accepted accounting principles and, to the extent
applicable, regulatory accounting principles.

SECTION 1008. 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, an Officers' Certificate stating that a
review of the activities of the Company and the Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officer with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture and further
stating, as to such Officer, that to the best of his or her knowledge the
Company has kept, observed, performed and fulfilled each and every covenant and
condition contained in this Indenture and is not in default in the performance
or observance of any of the terms, provisions and conditions hereof (or, if an
Event of Default or an event which with notice, the passage of time or both
would be an Event of Default shall have occurred, describing all such defaults
or Events of Default of which he or she may have knowledge and what action the
Company is taking or proposes to take with respect thereto), and that, to the
best of his or her knowledge, no event has occurred and remains in existence by
reason of which payments on account of the Principal of or interest on the
Notes are prohibited.

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SECTION 1009. Stay, Extension and Usury Laws.

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

ARTICLE ELEVEN

REDEMPTION OF NOTES

SECTION 1101. Right of Redemption.

The Notes shall not be redeemable at the option of the Company prior
to _________ 1, 2000. The Company may, at its option, redeem all or any part
of the Notes at any time on or after _________ 1, 2000, at the Redemption
Prices specified in the form of Note hereinbefore set forth for redemptions,
together with interest accrued to the Redemption Date.

SECTION 1102. Applicability of Article.

Redemption of Notes at the election of the Company shall be made in
accordance with this Article and such Notes.

SECTION 1103. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Notes pursuant to Section
1101 shall be evidenced by a Board Resolution. In case of any redemption at
the election of the Company of less than all the Notes, the Company shall, at
least 15 days prior to mailing any notice of redemption to the Holders (unless
the Trustee consents to a shorter period), notify the Trustee of such
Redemption Date and of the principal amount of Notes to be redeemed.

SECTION 1104. Selection by Trustee of Notes to Be Redeemed.

If less than all the Notes are to be redeemed, the particular Notes to
be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Notes not previously called for
redemption, in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes are quoted or listed, or if not
quoted or listed, by lot or such other method that complies with applicable
legal requirements and that the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions (equal to $1,000
or any integral multiple thereof) of the principal amount of Notes of a
denomination larger than $1,000.

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

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

SECTION 1105. Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Notes to be redeemed, at his address appearing in the
Note Register.

In order to facilitate the redemption of Outstanding Notes, the Board
of Directors may fix by Board Resolution a record date for the determination of
Outstanding Notes to be redeemed; not more than 60 days nor less than 30 days
prior to the applicable Redemption Date.

All notices of redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price;

(3) the Conversion Price;

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

(5) that Notes called for redemption may be converted at
any time before the close of business on the Business Day immediately
preceding the Redemption Date in accordance with Article Twelve;

(6) that Holders who want to convert Notes must satisfy
the requirements in the Paragraph of the Notes entitled "Conversion;"

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

(8) the CUSIP number of the Notes;

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

(10) if any Note is being redeemed in part, that, after
the Redemption Date, upon surrender of such Note, a new Note or Notes
in principal amount equal to the unredeemed portion will be issued;
and

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(11) that unless the Company defaults in making such
redemption payment or the Paying Agent is prohibited from making such
redemption payment pursuant to the terms of this Indenture, interest
on Notes called for redemption ceases to accrue on and after the
Redemption Date.

Notice of redemption of Notes to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

SECTION 1106. Deposit of Redemption Price.

On or before any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Notes
which are to be redeemed on that date.

SECTION 1107. Notes Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Notes so to
be 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 and accrued
interest) such Notes shall cease to bear interest. Upon surrender of any such
Note for redemption in accordance with said notice, such Note shall be paid by
the Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Notes, or one or more Predecessor Notes, registered as such at the
close of business on the relevant record dates according to their terms and the
provisions of Section 307.

If any Note called for redemption shall not be so paid upon surrender
thereof for redemption, the Principal shall, until paid, bear interest from the
Redemption Date at the rate borne by the Note.

SECTION 1108. Notes Redeemed in Part.

Any Note which 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 1002 (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 deliver to the Holder of such Note without service charge, a
new Note or Notes, of any authorized denomination as requested by such Holder,
in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Note so surrendered.

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ARTICLE TWELVE

CONVERSION OF NOTES

SECTION 1201. Conversion Privilege.

Each Holder may, at such Holder's option, at any time prior to the
close of business on _______ 1, 2007, unless earlier redeemed or repurchased,
convert such Holder's Notes, in whole or in part (in denominations of $1,000 or
multiples thereof), at 100% of the principal amount so converted, into shares
of Common Stock at a conversion price per share equal to $_______, as such
conversion price may be adjusted from time to time in accordance with this
Article Twelve (the "Conversion Price").

SECTION 1202. Conversion Procedure.

(a) To convert a Note, the Holder thereof must (1) complete and sign
the "Form of Election to Convert" thereon (unless such Holder is The Depository
Trust Company ("DTC") or its nominee, in which case the customary procedures of
DTC will apply), (2) surrender such Note to the Conversion Agent, (3) furnish
appropriate endorsements and transfer documents if required by the Note
Registrar or the Conversion Agent and (4) pay any transfer or similar tax if
required by Section 1206 . The Company's delivery to the Holder of a fixed
number of shares of Common Stock (and any cash in lieu of fractional shares of
Common Stock into which such Note is converted) shall be deemed to satisfy the
Company's obligation to pay the principal amount of such Note and, except as
provided in the next sentence, all accrued interest on such Note. If such Note
(including a Note which has been called for redemption and even if a Change of
Control Offer has been made) is converted after a Regular Record Date and prior
to the related Interest Payment Date, the full interest installment on such
Note scheduled to be paid on such Interest Payment Date shall be payable on
such Interest Payment Date to the Holder of record at the close of business on
such record date.

(b) As promptly as practicable after the surrender of a Note in
compliance with this Section 1202, the Company shall issue and deliver at the
office or agency of the Note Registrar or the Conversion Agent to such Holder,
or on such Holder's written order, a certificate or certificates for the full
number of whole shares of Common Stock issuable upon the conversion of such
Note in accordance with the provisions of this Article Twelve and a check or
cash with respect to any fractional share of Common Stock arising upon such
conversion as provided in Section 1203. In case any Note of a denomination
greater than $1,000 shall be surrendered for partial conversion, then, subject
to Article Two, the Company shall execute and the Trustee shall authenticate
and deliver to the Holder of the Note so surrendered, without charge to such
Holder, a new Note or Notes in authorized denominations in an aggregate
principal amount equal to the unconverted portion of the surrendered Note.

(c) Each conversion shall be deemed to have been effected on the date
on which such Note shall have been surrendered in compliance with this Section
1202, and the Person in whose name any certificate or certificates for shares
of Common Stock shall be issuable upon such conversion shall be deemed to have
become on said date the holder of record of the shares of Common Stock
represented thereby for all purposes; provided, however, that no surrender of

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a Note on any date when the stock transfer books of the Company shall be closed
shall be effective to constitute the Person or Persons entitled to receive such
shares upon such conversion as the record holder or holders of such shares on
such date, but such surrender shall be effective to constitute the Person or
Persons entitled to receive such shares as the record holder or holders thereof
for all purposes at the close of business on the next succeeding day on which
such stock transfer books are open and, in any such case, such conversion shall
be at the Conversion Price in effect on the date on which such Note shall have
been surrendered. If the last day on which a Note may be converted is not a
Business Day, the Note may be surrendered to that Conversion Agent on the next
succeeding Business Day. Provisions of this Indenture that apply to conversion
of all of a Note also apply to conversion of a portion of such Note.

SECTION 1203. Cash Payments in Lieu of Fractional Shares.

No fractional shares of Common Stock or scrip representing fractional
shares of Common Stock shall be issued upon conversion of Notes. If more than
one Note shall be surrendered for conversion at one time by the same Holder,
the full number of whole shares of Common Stock which shall be issuable upon
conversion shall be computed on the basis of the aggregate principal amount of
Notes (or specified portions thereof to the extent permitted hereby) so
surrendered. If any fractional share of Common Stock would be issuable upon
the conversion of any Note or Notes, the Company shall make an adjustment
therefor in cash at the Current Market Price of the Common Stock as of the
close of business on the Business Day prior to such conversion.

SECTION 1204. Adjustment of Conversion Price.

(a) If the Company shall (i) pay a dividend or other distribution, in
Common Stock, on any class of Capital Stock of the Company, (ii) subdivide the
outstanding Common Stock into a greater number of shares by any means or (iii)
combine the outstanding Common Stock into a smaller number of shares by any
means (including, without limitation, a reverse stock split), then in each such
case the Conversion Price in effect immediately prior thereto shall be adjusted
so that the Holder of any Note thereafter surrendered for conversion shall be
entitled to receive the number of shares of Common Stock that such Holder would
have owned or have been entitled to receive upon the happening of such event
had such Note been converted immediately prior to the relevant record date or,
if there is no such record date, the effective date of such event. An
adjustment made pursuant to this Section 1204(a) shall become effective
immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become effective
immediately after the effective date of such subdivision or combination, as the
case may be.

(b) If the Company shall (i) issue or distribute (at a price per
share less than the Current Market Price per share of such Capital Stock on the
date of such issuance or distribution) Capital Stock generally to holders of
Common Stock or to holders of any class or series of Capital Stock which is
convertible into or exchangeable or exercisable for Common Stock (excluding an
issuance or distribution of Common Stock described in Section 1204(a)) or (ii)
issue or distribute generally to such holders rights, warrants, options or
convertible or exchangeable securities entitling the holder thereof to
subscribe for, purchase, convert into or exchange for Capital Stock at a price
per share less than the Current Market Price per share of such Capital Stock on
the

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date of issuance or distribution, then, in each such case, at the earliest of
(A) the date the Company enters into a firm contract for such issuance or
distribution, (B) the record date for the determination of stockholders
entitled to receive any such Capital Stock or any such rights, warrants,
options or convertible or exchangeable securities or (C) the date of actual
issuance or distribution of any such Capital Stock or any such rights,
warrants, options or convertible or exchangeable securities, the Conversion
Price shall be reduced by multiplying the Conversion Price in effect
immediately prior to such earliest date by:

(x) if such Capital Stock is Common Stock, a fraction the
numerator of which is the number of shares of Common Stock
outstanding on such earliest date plus the number of shares of Common
Stock which could be purchased at the Current Market Price per share
of Common Stock on the date of such issuance or distribution with the
aggregate consideration (based on the Fair Market Value thereof)
received or receivable by the Company either (A) in connection with
such issuance or distribution or (B) upon the conversion, exchange,
purchase or subscription of all such rights, warrants, options or
convertible or exchangeable securities (the "Aggregate
Consideration"), and the denominator of which is the number of shares
of Common Stock outstanding on such earliest date plus the number of
shares of Common Stock to be so issued or distributed or to be issued
upon the conversion, exchange, purchase or subscription of all such
rights, warrants, options or convertible or exchangeable securities;
or

(y) if such Capital Stock is other than Common Stock, a
fraction the numerator of which is the Current Market Price per share
of Common Stock on such earliest date minus an amount equal to (A) the
difference between of (1) the Current Market Price per share of such
Capital Stock multiplied by the number of shares of such Capital Stock
to be so issued and (2) the Aggregate Consideration, divided by (B)
the number of shares of Common Stock outstanding on such date, and the
denominator of which is the Current Market Price per share of Common
Stock on such earliest date.

Such adjustment shall be made successively whenever any such Capital Stock,
rights, warrants, options or convertible or exchangeable securities are so
issued or distributed. In determining whether any rights, warrants, options or
convertible or exchangeable securities entitle the holders thereof to subscribe
for, purchase, convert into or exchange for shares of such Capital Stock at
less than such Current Market Price, there shall be taken into account the Fair
Market Value of any consideration received or receivable by the Company for
such rights, warrants, options or convertible or exchangeable securities
(including, upon exercise thereof). If any right, warrant, option or
convertible or exchangeable securities, the issuance of which resulted in an
adjustment in the Conversion Price pursuant to this Section 1204(b), shall
expire and shall not have been exercised, the Conversion Price shall
immediately upon such expiration be recomputed to the Conversion Price which
would have been in effect if such right, warrant, option or convertible or
exchangeable securities had never been distributed or issued. Notwithstanding
anything contained in this paragraph to the contrary, the issuance of Capital
Stock upon the exercise of such rights, warrants or options or the conversion
or exchange of such convertible or exchangeable securities will not cause an
adjustment in the Conversion Price if no such adjustment would have been
required at the time such right, warrant, option or convertible or exchangeable
security was issued or distributed; provided, however, that, if the
consideration payable upon such exercise, conversion or exchange and/or the
Capital Stock receivable

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thereupon are changed after the time of the issuance or distribution of such
right, warrant, option or convertible or exchangeable security, then such
change shall be deemed to be the expiration thereof without having been
exercised and the issuance or distribution of new options, rights, warrants or
convertible or exchangeable securities.

Notwithstanding anything contained in this Indenture to the contrary,
options, rights or warrants issued or distributed by the Company, including
options, rights or warrants distributed prior to the date of this Indenture, to
holders of Common Stock generally which, until the occurrence of a specified
event or events (a "Trigger Event"), (i) are deemed to be transferred with
Common Stock, (ii) are not exercisable and (iii) are also issued on a pro rata
basis with respect to future issuances of Common Stock, shall be deemed not to
have been issued or distributed for purposes of this Section 1204 (and no
adjustment to the Conversion Price under this Section 1204 will be required)
until the occurrence of the earliest Trigger Event. Upon the occurrence of a
Trigger Event, such options, rights or warrants shall continue to be deemed not
to have been issued or distributed for purposes of this Section 1204 (and no
adjustment to the Conversion Price under this Section 1204 will be required) if
and for so long as each Holder who thereafter converts such Holder's Notes
shall be entitled to receive upon such conversion, in addition to the shares of
Common Stock issuable upon such conversion, a number of such options, rights or
warrants, as the case may be, equal to the number of options, rights or
warrants to which a holder of the number of shares of Common Stock equal to the
number of shares of Common Stock issuable upon conversion of such Holder's
Notes is entitled to receive at the time of such conversion in accordance with
the terms and provisions of and applicable to such options, rights or warrants.
Upon the expiration of any such options, rights or warrants or at such time, if
any, as a Holder is not entitled to receive such options, rights or warrants
upon conversion of such Holder's Notes, an adjustment (if any is required) to
the Conversion Price shall be made in accordance with this Section 1204(b) with
respect to the issuance of all such options, rights and warrants as of the date
of issuance thereof, but subject to the provisions of the preceding paragraph.
If any such option, right or warrant, including any such options, rights or
warrants distributed prior to the date of this Indenture, are subject to
events, upon the occurrence of which such options, rights or warrants become
exercisable to purchase different securities, evidences of indebtedness, cash,
Properties or other assets or different amounts thereof, then, subject to the
preceding provisions of this paragraph, the date of the occurrence of any and
each such event shall be deemed to be the date of distribution and record date
with respect to new options, rights or warrants with such new purchase rights
(and a termination or expiration of the existing options, rights or warrants
without exercise thereof). In addition, in the event of any distribution (or
deemed distribution) of options, rights or warrants, or any Trigger Event or
other event of the type described in the preceding sentence, that required (or
would have required but for the provisions of Section 1204(e) or this
paragraph) an adjustment to the Conversion Price under this Section 1204 and
such options, rights or warrants shall thereafter have been redeemed or
repurchased without having been exercised, then the Conversion Price shall be
adjusted upon such redemption or repurchase to give effect to such
distribution, Trigger Event or other event, as the case may be, as though it
had instead been a cash distribution, equal on a per share basis to the result
of the aggregate redemption or repurchase price received by holders of such
options, rights or warrants divided by the number of shares of Common Stock
outstanding as of the date of such repurchase or redemption, made to holders of
Common Stock generally as of the date of such redemption or repurchase.

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(c) If the Company shall pay or distribute, as a dividend or
otherwise, generally to holders of Common Stock or any class or series of
Capital Stock which is convertible into or exercisable or exchangeable for
Common Stock any assets, Properties or rights (including, without limitation,
evidences of indebtedness of the Company, any Subsidiary or any other Person,
cash or Capital Stock or other securities of the Company, any Subsidiary or any
other Person, but excluding payments and distributions as described in Section
1204(a) or 1204(b), dividends and distributions in connection with the
liquidation, dissolution or winding up of the Company in its entirety and
distributions consisting solely of cash described in Section 1204(d)), then in
each such case the Conversion Price shall be reduced by multiplying the
Conversion Price in effect immediately prior to the date of such payment or
distribution by a fraction, the numerator of which is the Current Market Price
per share of Common Stock on the record date for the determination of
stockholders entitled to receive such payment or distribution less the Fair
Market Value per share on such record date of the assets, Properties or rights
so paid or distributed, and the denominator of which is the Current Market
Price per share of Common Stock on such record date. Such adjustment shall
become effective immediately after such record date. For purposes of this
Section 1204(c), such Fair Market Value per share shall equal the aggregate
Fair Market Value on such record date of the assets, Properties or rights so
paid or distributed divided by the number of shares of Common Stock outstanding
on such record date.

(d) If the Company shall, by dividend or otherwise, make a
distribution (other than in connection with the liquidation, dissolution or
winding up of the Company in its entirety), generally to holders of Common
Stock or any class or series of Capital Stock which is convertible into or
exercisable or exchangeable for Common Stock, consisting solely of cash where

(x) the sum of (i) the aggregate amount of such cash plus (ii)
the aggregate amount of all cash so distributed (by dividend or
otherwise) to such holders within the 12-month period ending on the
record date for determining stockholders entitled to receive such
distribution with respect to which no adjustment has been made to the
Conversion Price pursuant to this Section 1204(d); exceeds

(y) 10% of the result of the multiplication of (1) the Current
Market Price per share of Common Stock on such record date times (2)
the number of shares of Common Stock outstanding on such record date,
then the Conversion Price shall be reduced, effective immediately
prior to the opening of business on the day following such record
date, by multiplying the Conversion Price in effect immediately prior
to the close of business on the day prior to such record date by a
fraction, the numerator of which is the Current Market Price per share
of Common Stock on such record date less the aggregate amount of cash
per share so distributed and the denominator of which is such Current
Market Price;

provided, however, that, if the aggregate amount of cash per share is equal to
or greater than such Current Market Price, then, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Holder shall have the
right to receive upon conversion (with respect to each share of Common Stock
issued upon such conversion and in addition to the Common Stock issuable upon
conversion) the aggregate amount of cash per share such Holder would have

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received had such Holder's Note been converted immediately prior to such record
date. In no event shall the Conversion Price be increased pursuant to this
Section 1204(d); provided, however, that if such distribution is not so made,
the Conversion Price shall be adjusted to be the Conversion Price which would
have been in effect if such distribution had not been declared. For purposes
of this paragraph of this Section 1204(d), such aggregate amount of cash per
share shall equal such sum divided by the number of shares of Common Stock
outstanding on such record date.

(e) The provisions of this Section 1204 shall similarly apply to all
successive events of the type described in this Section 1204. Notwithstanding
anything contained herein to the contrary, no adjustment in the Conversion
Price shall be required unless such adjustment would require an increase or
decrease of at least 1% in the Conversion Price then in effect; provided,
however, that any adjustments which by reason of this Section 1204(e) are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Article Twelve shall be
made by the Company and shall be made to the nearest cent or to the nearest one
hundredth of a share, as the case may be, and the Trustee shall be entitled to
rely conclusively thereon. Notwithstanding anything contained in this Section
1204 to the contrary, the Company shall be entitled to make such reductions in
the Conversion Price, in addition to those required by this Section 1204, as
would be in the best interests of the Company, which determination shall be
conclusive. Except as provided in this Article Twelve, no adjustment in the
Conversion Price will be made for the issuance of Common Stock or any
securities convertible into or exchangeable for Common Stock or carrying the
right to purchase Common Stock or any securities so convertible or
exchangeable.

(f) Whenever the Conversion Price is adjusted as provided herein, the
Company shall promptly file with the Trustee and any Conversion Agent other
than the Trustee an Officers' Certificate setting forth the Conversion Price in
effect after such adjustment and setting forth a brief statement of the facts
requiring such adjustment. Promptly after delivery of such Officers'
Certificate, the Company shall give or cause to be given to each Holder a
notice of such adjustment of the Conversion Price setting forth the adjusted
Conversion Price and the date on which such adjustment becomes effective.

(g) Notwithstanding anything contained herein to the contrary, in any
case in which this Section 1204 provides that an adjustment in the Conversion
Price shall become effective immediately after a record date for an event, the
Company may defer until the occurrence of such event (i) issuing to the Holder
of any Note converted after such record date and before the occurrence of such
event the additional shares of Common Stock issuable upon such conversion by
reason of the adjustment required by such event over and above the number of
shares of Common Stock issuable upon such conversion before giving effect to
such adjustment and (ii) paying to such Holder any amount in cash in lieu of
any fractional share of Common Stock pursuant to Section 1203.

SECTION 1205. Effect of Reclassification, Consolidation, Merger or Sale.

In the event of (i) any reclassification (including, without
limitation, a reclassification effected by means of an exchange or tender offer
by the Company or any Subsidiary) or change of outstanding Common Stock (other
than a change in par value, or from par value to no par

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value, or from no par value to par value, or as a result of a subdivision or
combination), (ii) any consolidation, merger or combination of the Company with
another corporation as a result of which holders of Common Stock shall be
entitled to receive securities or other Property (including cash) with respect
to or in exchange for Common Stock or (iii) any sale or conveyance of the
Property of the Company as, or substantially as, an entirety to any other
corporation as a result of which holders of Common Stock shall be entitled to
receive securities or other Property (including cash) with respect to or in
exchange for Common Stock, then the Company or the successor or purchasing
corporation, as the case may be, shall enter into a supplemental indenture
providing that each Note shall be convertible into the kind and amount of
securities or other Property (including cash) receivable upon such
reclassification, change, consolidation, merger, combination, sale or
conveyance which the Holder of such Note would have received if such Note had
been converted immediately prior to such reclassification, change,
consolidation, merger, combination, sale or conveyance. Such supplemental
indenture shall provide for adjustments which shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Article Twelve.
Whenever a supplemental indenture is entered into as provided herein, the
Company shall promptly file with the Trustee and any Conversion Agent other
than the Trustee an Officers' Certificate setting forth a brief statement of
the facts requiring such supplemental indenture. Promptly after delivery of
such Officers' Certificate, the Company shall give or cause to be given to each
Holder a notice of the execution of such supplemental indenture. The
provisions of this Section 1205 shall similarly apply to all successive events
of the type described in this Section 1205.

SECTION 1206. Taxes on Shares Issued.

The issuance of a certificate or certificates on conversions of Notes
shall be made without charge to the Holders of such Notes for any tax or charge
with respect to the issuance thereof. The Company shall not, however, be
required to pay any tax or charge which may be payable with respect to any
transfer involved in the issuance and delivery of a certificate or certificates
in any name other than that of the Holders of such Notes, and the Company shall
not be required to issue or deliver any such certificate or certificates unless
and until the Person or Persons requesting the issuance thereof shall have paid
to the Company the amount of such tax or charge or shall have established to
the satisfaction of the Company that such tax or charge has been paid.

SECTION 1207. Reservation of Shares; Shares to be Fully Paid; Compliance
with Government Requirements; Listing of Common Stock.

The Company shall reserve, out of its authorized but unissued Common
Stock or its Common Stock held in treasury, sufficient shares of Common Stock
to provide for the conversion of all of the Notes that are outstanding from
time to time. Before taking any action which would cause an adjustment
reducing the Conversion Price below the then par value, if any, of the Common
Stock issuable upon conversion of Notes, the Company will take all corporate
action which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue Common Stock at such adjusted Conversion
Price. The Company covenants that all Common Stock which may be issued upon
conversion of Notes will, upon issuance, be duly authorized, validly issued,
fully paid and nonassessable and free from all taxes, liens and charges with
respect to the issuance and delivery thereof. The Company

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covenants that if any Common Stock issued or delivered upon conversion of Notes
hereunder require registration with or approval of any governmental authority
under any applicable federal or state law (excluding federal or state
securities laws) before such Common Stock may be lawfully issued, the Company
will in good faith and as expeditiously as possible endeavor to secure such
registration or approval, as the case may be. The Company covenants that it
will not take any action which would cause the exemption from the registration
requirement of Section 5 of the Securities Act afforded by Section 3(a)(9) of
the Securities Act to be unavailable with respect to the issuance and delivery
of Common Stock upon the conversion of Notes in accordance with this Indenture.

SECTION 1208. Responsibility of Trustee.

The Trustee and any other Conversion Agent shall not at any time be
under any duty or responsibility to any Holder to determine whether any fact
exists which may require any adjustment of the Conversion Price or other
adjustment, or with respect to the nature, extent or calculation of any such
adjustment when made, or with respect to the method employed, or herein or in
any supplemental indenture provided to be employed, in making any such
adjustment, or with respect to the correctness thereof. The Trustee and any
other Conversion Agent shall not be accountable with respect to the validity,
value, kind or amount of any item at any time issued or delivered upon the
conversion of any Note, and neither the Trustee nor any other Conversion Agent
makes any representations with respect thereto. Subject to Section 603,
neither the Trustee nor any Conversion Agent shall be responsible for any
failure of the Company to issue, transfer or deliver any item upon the
surrender of any Note for conversion or to comply with any of the duties,
responsibilities or covenants of the Company contained in this Article Twelve.
Without limiting the generality of the foregoing, neither the Trustee nor any
Conversion Agent shall be under any responsibility to determine the correctness
of any provisions contained in any supplemental indenture entered into pursuant
to Section 1205, but, subject to the provisions of Section 603, may accept as
conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, the Officers' Certificate with respect thereto.

SECTION 1209. Notice to Holders Prior to Certain Actions.

In the event that: (a) the Company shall declare or authorize any
event which could result in an adjustment in the Conversion Price under Section
1204 or require the execution of a supplemental indenture under Section 1205;
or (b) the Company shall authorize the granting to the holders of Common Stock
generally of rights, options or warrants to subscribe for or purchase any
shares of any class or series of Capital Stock of the Company or any Subsidiary
or any other rights, options or warrants, the reclassification of Common Stock
(other than a subdivision or combination of outstanding Common Stock, or a
change in par value, or from par value to no par value, or from no par value to
par value), the combination, consolidation or merger of the Company for which
approval of any stockholders of the Company is required, the sale or transfer
of all or substantially all of the assets of the Company or the voluntary or
involuntary dissolution, liquidation or winding-up of the Company in whole or
in part; then, in each such case, the Company shall file or cause to be filed
with the Trustee and shall give or cause to be given to each Holder, as
promptly as possible but in any event at least 15 days prior to the applicable
date hereinafter specified, a notice stating the date on which a record is to
be

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taken for the purpose of determining the holders of outstanding Common Stock
entitled to participate in such event, the date on which such event is expected
to become effective or occur and the date on which it is expected that holders
of outstanding Common Stock of record shall be entitled to surrender their
shares, or receive any items, in connection with such event. Failure to give
such notice, or any defect therein, shall not affect the legality or validity
of such event.

ARTICLE THIRTEEN

SUBORDINATION OF NOTES

SECTION 1301. Agreement to Subordinate.

The Company covenants and agrees, and each Holder of Notes, by such
Holder's acceptance thereof, likewise covenants and agrees, that the
indebtedness evidenced by the Notes and the payment of the Principal thereof
and interest thereon shall be subordinate and subject in right of payment, to
the extent and in the manner hereinafter set forth, to the prior payment in
full of all Senior Indebtedness.

No provisions of this Article Thirteen shall prevent the occurrence of
any Event of Default hereunder.

Nothing contained in this Article Thirteen or elsewhere in this
Indenture or in the Notes is intended to or shall impair, as among the Company,
its creditors and the Holders, the right, which is absolute and unconditional,
of a Holder to convert any Note in accordance with Article Twelve.

SECTION 1302. No Payment on Notes in Event of Default on Senior
Indebtedness.

(a) In the event (i) of any default in the payment of Principal of
or interest on any Designated Senior Debt beyond any applicable grace period
with respect thereto, or (ii) that the Trustee has received written notice of
an event of default with respect to any Designated Senior Debt shall have
occurred and be continuing permitting the holders of such Designated Senior
Debt (or a trustee on behalf of the holders thereof) to declare such Designated
Senior Debt due and payable prior to the date on which it would otherwise have
become due and payable (a default under this clause (ii) being hereinafter
referred to as a "Nonpayment Default"), unless and until such event of default
shall have been cured or waived or shall have ceased to exist or the Company
and the Trustee shall have received written notice from the holders (or any
trustee or other representative therefor) of the Designated Senior Debt with
respect to which such event of default relates approving payment on the Notes,
then no payment shall be made by the Company with respect to the Principal of
or interest on the Notes (other than in the form of Junior Securities) or to
acquire any of the Notes (other than in the form of Junior Securities);
provided, however, that no such Nonpayment Default will prevent any payment on,
or with respect to, the Notes for more than 120 days from the date notice of
such Nonpayment Default is received by the Trustee (a "Payment Blockage
Period") unless the maturity of such Designated Senior Debt has been
accelerated and the Company has defaulted with respect to the payment of such
Designated Senior Indebtedness. Not more than one Payment Blockage Period may
be

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commenced in any consecutive 360 day period, irrespective of the number of
defaults with respect to Designated Senior Debt during such period, and no
default with respect to Designated Senior Debt (other than a default in the
payment of Principal of or interest on any Designated Senior Debt beyond any
applicable grace period with respect thereto) that existed or was continuing on
the date of commencement of any such Payment Blockage Period shall be, or be
made, the basis for a subsequent Payment Blockage Period unless such default
shall have been cured or waived for a period of not less than 180 consecutive
days.

(b) The provisions of this Section 1302 shall not apply to any
payment with respect to which Section 1303 would be applicable.

SECTION 1303. Distribution on Dissolution, Liquidation and Reorganization.

In the event of (a) any insolvency or bankruptcy case or proceeding,
or any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its
creditors, as such, or to its assets, (b) any payment or distribution of assets
or securities of the Company of any kind or character, whether in cash,
Property or securities, to creditors upon any dissolution or winding up or
total or partial liquidation or reorganization of the Company, whether
voluntary or involuntary and whether in bankruptcy, insolvency or receivership
proceedings or (c) any assignment for the benefit of creditors or any other
marshaling of the assets and liabilities of the Company, or upon other
proceedings:

(a) all Principal of and interest due on all Senior
Indebtedness shall first be paid in full, or due provision made for
such payment, in accordance with the terms of such Senior
Indebtedness, before any payment is made on account of the Principal
of or interest on the indebtedness evidenced by the Notes other than
in the form of Junior Securities, or before the Holders of the Notes
shall be entitled to retain any assets so paid or distributed in
respect thereof other than Junior Securities; and

(b) any payment or distribution of assets or securities of the
Company of any kind or character, whether in cash, Property or
securities (other than Junior Securities), to which the Holders of the
Notes or the Trustee for their benefit would be entitled except for
the provisions of this Section 1303, shall be paid or delivered by the
Company or any receiver, trustee in bankruptcy, liquidating trustee,
agent or other person making such payment or distribution of assets of
the Company for application to the payment of all Senior Indebtedness
remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in accordance with the terms of such Senior
Indebtedness, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness, before any
payment or distribution is made to the Holders of the Notes.

The Company shall give prompt written notice to the Trustee of any
dissolution, winding up, liquidation or reorganization of the Company within
the meaning of this Section 1303.

The consolidation of the Company with, or the merger of the Company
into, another Person or the liquidation or dissolution of the Company following
the conveyance or transfer of its properties and assets substantially as an
entirety to another Person upon the terms and conditions set forth in Article
Eight shall not be deemed a dissolution, winding-up, liquidation,

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reorganization, assignment for the benefit of creditors or marshalling of
assets and liabilities of the Company for the purposes of this Section 1303 if
the Person formed by such consolidation or into which the Company is merged or
the Person which acquires by conveyance or transfer such properties and assets
substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions set
forth in Article Eight.

SECTION 1304. Payment to Holders of Senior Indebtedness.

Subject to the provisions of Section 1306, in the event that,
notwithstanding the provisions of Section 1302 or Section 1303, any payment or
distribution of assets or securities (other than Junior Securities, as
applicable) of the Company of any kind or character, whether in cash, Property
or securities, shall be received by the Trustee or the Holders of the Notes
from the Company in violation of such provisions, such payment or distribution
shall forthwith be paid over by the Trustee or such Holders directly to holders
of Senior Indebtedness or their representatives or the trustees under any
indenture pursuant to which any instruments evidencing any Senior Indebtedness
may have been issued, for application to the payment of all Senior Indebtedness
remaining unpaid to the extent necessary to pay all Senior Indebtedness in full
in accordance with the terms of such Senior Indebtedness, after giving effect
to any concurrent payment or distribution to or for the holders of Senior
Indebtedness.

Upon any payment or distribution of assets or securities of the
Company referred to in Sections 1302 and 1303, the Trustee and the Holders of
the Notes shall be entitled to rely upon any order or decree of a court of
competent jurisdiction, or upon any certificate of any liquidating trustee or
agent or other Person making any payment or distribution to the Trustee or to
the Holders of the Notes, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior
Indebtedness, the amount thereof for payment thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article Thirteen. 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 Indebtedness to participate in any payment or distribution
referred to in Sections 1302 and 1303, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person, as to the extent to which such
Person is entitled to participation in such payment or distribution, and as to
other facts pertinent to the rights of such Person under Sections 1302 and
1303, 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 1305. Subrogation.

Subject to the payment in full of all Senior Indebtedness, the Holders
shall be subrogated to the extent of the payments or distributions made to the
holders of such Senior Indebtedness pursuant to the provisions of this Article
Thirteen (equally and ratably with the holders of all indebtedness of the
Company which is not Senior Indebtedness and which is entitled to like rights
of subrogation) to the rights of the holders of such Senior Indebtedness to
receive payments and distributions of cash, Property and securities applicable
to the Senior Indebtedness until the Principal of and interest on the Notes
shall be paid in full. For purposes of such

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subrogation, no payments or distributions to the holders of Senior Indebtedness
of any cash, Property or securities to which the Holders or the Trustee would
be entitled except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of Senior
Indebtedness by Holders or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders be deemed
to be a payment or distribution by the Company to or on account of Senior
Indebtedness. The provisions of this Article Thirteen are and are intended
solely for the purpose of defining the relative rights of the Holders on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article Thirteen or elsewhere in this Indenture or in the
Notes is intended to or shall: (a) impair, as among the Company, its creditors
other than holders of Senior Indebtedness and the Holders, the obligation of
the Company, which is absolute and unconditional (and which, subject to the
rights under this Article Thirteen of the holders of Senior Indebtedness, is
intended to rank equally with all other general obligations of the Company), to
pay to the Holders the Principal or Repurchase Price, if any, of and interest
on the Notes as and when the same shall become due and payable in accordance
with their terms; or (b) affect the relative rights against the Company of the
Holders and creditors of the Company other than the holders of Senior
Indebtedness; or (c) prevent the Trustee or any Holder from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article Thirteen of the
holders of Senior Indebtedness to receive cash, Property and securities
otherwise payable or deliverable to the Trustee or such Holder.

SECTION 1306. Payment on Notes Permitted.

Nothing contained in this Article Thirteen or elsewhere in this
Indenture, or in any of the Notes, shall prevent the Company from making
payment of the Principal of or interest on the Notes, at any time, except under
the conditions described in Section 1302 and except during the pendency of any
dissolution, winding up, liquidation or reorganization of the Company within
the meaning of Section 1303. Nothing contained in this Article Thirteen or
elsewhere in this Indenture, or in any of the Notes, shall prevent the
application by the Trustee of any moneys deposited with it hereunder, for such
purpose, to the payment of or on account of the Principal of or interest on the
Notes, unless, prior to the Business Day next preceding the date upon which
such Principal shall have become payable, or, in the case of any payment of or
on account of interest unless, prior to two Business Days before the date upon
which such interest shall have become payable, the Trustee shall have received
written notice, directed to it at its Corporate Trust Office, from the Company
or any holder of Senior Indebtedness or any trustee therefor of the existence
of any of the conditions described in Section 1302 or of any dissolution,
winding up, liquidation or reorganization of the Company within the meaning of
Section 1303.

SECTION 1307. Authorization of Holders to Trustee to Effect Subordination.

Each Holder of Notes 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 Thirteen
and appoints the Trustee his attorney-in-fact for any and all such purposes.

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SECTION 1308. Trustee as Holder of Senior Indebtedness.

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

SECTION 1309. Notices to Trustee.

The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee in respect of the Notes. Notwithstanding the provisions of this
Article Thirteen or any other provisions of this Indenture, the Trustee shall
not be charged with the knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the
Notes, unless and until the Trustee shall have received written notice thereof,
directed to it at its Corporate Trust Office, from the Company or any holder of
Senior Indebtedness or any trustee thereof; and, prior to the receipt of any
such written notice, the Trustee, subject to the provisions of Section 601,
shall be entitled in all respects to assume that no such facts exist.

Subject to the provisions of Section 601, 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 Indebtedness (or a trustee
therefor) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee 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 Indebtedness to participate in any payment or
distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article Thirteen, 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 1310. No Fiduciary Duty by Trustee to Holders of Senior
Indebtedness.

The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if
it shall in good faith mistakenly pay over or distribute to Holders of Notes or
to the Company or to any other Person cash, Property or securities to which any
holders of Senior Indebtedness shall be entitled by virtue of this Article
Thirteen or otherwise.

SECTION 1311. Paying Agent Treated as Trustee.

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 Thirteen shall in such case (unless the context shall
otherwise require) 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 Thirteen in place of the Trustee.

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ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. Company's Option to Effect Defeasance or Covenant Defeasance.

The Company may, at its option by Board Resolution at any time on or
after ____________2006 or at any time after a notice of redemption has been
delivered to the Holders in accordance with Article Eleven, elect to have
either Section 1402 or Section 1403 be applied to all Outstanding Notes upon
compliance with the conditions set forth below in this Article Fourteen.

SECTION 1402. Defeasance and Discharge.

Upon the Company's exercise under Section 1401 of the option
applicable to this Section 1402, the Company shall be deemed to have been
discharged from its obligations with respect to all the Outstanding Notes on
the date the conditions set forth in Section 1404 are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by
Outstanding Notes except for (i) the rights of Holders of Outstanding Notes to
receive payments out of amounts deposited in trust with the Trustee (as set
forth in Section 1404) in respect of the Principal of and interest on such
Notes when such payments are due, (ii) the right of Holders to convert Notes in
accordance with Article Twelve, (iii) the Company's obligations with respect to
the Notes concerning issuing temporary Notes, registration of Notes, mutilated,
destroyed, lost or stolen Notes, and the maintenance of an office or agency for
payment and money for security payments held in trust, (iv) the rights, powers,
trusts, duties and immunities of the Trustee, (v) Article Eleven, if such
defeasance will occur prior to ___________ 1, 2006 and (vi) this Article
Fourteen.

SECTION 1403. Covenant Defeasance.

Upon the Company's exercise under Section 1401 of the option
applicable to this Section 1403, the Company shall be released from its
obligations under any covenant in Section 801 and in Sections 1005 and 1008
with respect to the Outstanding Notes on and after the date the conditions set
forth below are satisfied (hereinafter, "covenant defeasance"), and the Notes
shall thereafter be deemed not to be "Outstanding" for the purposes of any
direction, waiver, consent, declaration or Act (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such
covenant defeasance means that, with respect to the Outstanding Notes, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision
herein or in any other document and such omission to comply shall not
constitute a default or an Event of Default under Section 501(3), but, except
as specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby.

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SECTION 1404. Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to application of either Section
1402 or Section 1403 to the Outstanding Notes:

(i) The Company shall irrevocably have deposited or caused to
be deposited with the Trustee (or another trustee satisfying the
requirements of Section 609 who shall agree to comply with the
provisions of this Article Fourteen applicable to it) as trust funds
in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of such Notes, (A) cash in United States
dollars in an amount, or (B) U.S. Government Obligations which through
the scheduled payment of Principal and interest in respect thereof in
accordance with their terms will provide, not later than one day
before the due date of any payment, money in an amount, or (C) a
combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and
discharge, and which shall be applied by the Trustee (or other
qualifying trustee) to pay and discharge, the Principal of and
interest on the Outstanding Notes on the Stated Maturity (or
Redemption Date, if applicable) of such Principal (or on any date
(such date being referred to as the "Defeasance Redemption Date") if
when exercising under Section 1401 either its option applicable to
Section 1402 or its option applicable to Section 1403, the Company
shall have delivered to the Trustee an irrevocable notice to redeem
all of the Outstanding Notes on the Defeasance Redemption Date and
interest); provided that the Trustee shall have been irrevocably
instructed to apply such money or the proceeds of such U.S. Government
Obligations to said payments with respect to the Notes;

(ii) In the case of an election under Section 1402, the
Company shall have delivered to the Trustee an opinion of independent
counsel in the United States of America stating that (A) the Company
has received from, or there has been published by, the Internal
Revenue Service a ruling or (B) since the date of this Indenture,
there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such opinion of
counsel in the United States of America shall confirm that, the
Holders of the Outstanding Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such defeasance
and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such
defeasance had not occurred;

(iii) In the case of an election under Section 1403, the
Company shall have delivered to the Trustee an opinion of independent
counsel in the United States of America to the effect that the Holders
of the Outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such covenant defeasance
and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such
covenant defeasance had not occurred;

(iv) No default or Event of Default with respect to the Notes
shall have occurred and be continuing on the date of such deposit or,
with respect to Section 501(5) or

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Section 501(6), at any time during the period ending on the 91st day
after the date of deposit, as evidenced to the Trustee by an Officer's
Certificate delivered to the Trustee concurrently with such deposit;

(v) Such defeasance or covenant defeasance shall not cause
the Trustee to have a conflicting interest with respect to any
securities of the Company;

(vi) The Company has delivered to the Trustee an Opinion of
Counsel to the effect that the deposit shall not result in the
Company, the Trustee or the trust being deemed to be an "investment
company" under the Investment Company Act of 1940, as amended;

(vii) The Company shall have delivered to the Trustee an
opinion of independent counsel to the effect that after the 91st day
following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or
similar laws affecting creditors' rights generally;

(viii) The Company shall have delivered to the Trustee an
Officers' Certificate stating that the deposit was not made by the
Company with the intent of preferring the Holders of the Notes over
the other creditors of the Company with the intent of defeating,
hindering, delaying or defrauding creditors of the Company;

(ix) 91 days pass after the deposit is made and during such
91 day period no event of Default specified in Section 501(5) or
501(6) shall occur and be continuing at the end of such period;

(x) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the defeasance
under Section 1402 or the covenant defeasance under Section 1403 (as
the case may be) have been complied with;

(xi) Such defeasance does not result in a breach or violation
of, or constitute a default under, any other agreement or instrument
to which the Company is a party or by which it is bound, and is not
prohibited by Article 11, as evidenced to the Trustee by an Officers'
Certificate delivered to the Trustee concurrently with such deposit;

(xii) The Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such deposit,
defeasance and discharge does not conflict with the applicable
provisions of this Indenture; and

(xiii) The Company shall have notified each Holder not more
than 60 nor less than 30 days prior to the date of such defeasance or
covenant defeasance of the effective date of such defeasance or
covenant defeasance.

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79
SECTION 1405. Application of Trust Money.

The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to this Article Fourteen. It shall apply the
deposited money and the money from U.S. Government Obligations through the
Paying Agent and in accordance with this Indenture to the payment of Principal
and interest on the Notes. Money and securities so held in trust are not
subject to Article Thirteen.

SECTION 1406. Reinstatement.

If the Trustee or Paying Agent is unable to apply any money in
accordance with this Article Fourteen by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article Fourteen until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with this Article Fourteen;
provided, however that if the Company makes any payment of interest on or
Principal of any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying Agent.

* * * * * * * * * *

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80
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.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

WESTBRIDGE CAPITAL CORP.

[seal] BY_____________________________________

ATTEST:

__________________________

FIRST UNION NATIONAL BANK

[seal] BY_____________________________________

ATTEST:

__________________________

- 00 -
00
XXXXX XX XXX XXXX )
) SS.:
COUNTY OF NEW YORK)

On the __ day of ________, 1997, before me personally came
__________________, to me known, who, being by me duly sworn, did depose and
say that he is ______________ of Westbridge Capital Corp., one of the
corporations described in and which executed the foregoing instrument; that he
[or she] knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he [or she] signed his [or
her] name thereto by like authority.

___________________________

"Official Seal"
[Name of Notary]
Notary Public, State of _____________
My Commission Expires:

STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK)

On the __ day of _________, 1997, before me personally came
__________________, to me known, who, being by me duly sworn, did depose and
say that he is ______________ _________ of First Union National Bank, one of
the corporations described in and which executed the foregoing instrument; that
he [or she] knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he [or she] signed his [or
her] name thereto by like authority.

___________________________

"Official Seal"
[Name of Notary]
Notary Public, State of ____________
My Commission Expires:

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