8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 22, 2001 (March 14, 2001)

BARNES & NOBLE, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware

(State or other Jurisdiction of Incorporation)

                           1-12302                                                                      06-1196501                 
              (Commission File Number)                                         (IRS Employer Identification No.)

       122 Fifth Avenue, New York, NY                                                       10011                 
    (Address of Principal Executive Offices)                                               (Zip Code)

Registrant's Telephone Number, Including Area Code     212-633-3300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report )
Exhibit Index appears on page 4 hereof.

Item 5. Other Events.

        On March 14, 2001, Barnes & Noble, Inc. ("Barnes & Noble"), a Delaware corporation, consummated the sale of its 5.25% Convertible Subordinated Notes due March 15, 2009 (the "Notes") in the aggregate principal amount of $275,000,000. Credit Suisse First Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as initial purchasers. The initial purchasers have a 30-day option to purchase up to an additional $25,000,000 principal amount of Notes.

        The Notes are convertible, in whole or in part, at any time prior to maturity, at the option of the holders, unless previously redeemed or repurchased, into shares of Barnes & Noble's common stock, $0.001 par value per share, at a conversion price per share of $32.512, subject to adjustments. The Notes are redeemable, in whole or in part, at the option of Barnes & Noble at any time on or after March 20, 2004, at premiums declining to par on March 15, 2008.

        The Notes are being issued under an indenture, dated as of March 14, 2001, between Barnes & Noble and United States Trust Company of New York, as trustee.

        The Notes were offered to a limited number of purchasers pursuant to a private placement in accordance with Rule 144A under the Securities Act of 1933, as amended (the "1933 Act"). The net proceeds to Barnes & Noble of approximately $266,750,000 are expected to be used to reduce borrowings under Barnes & Noble's existing senior credit facility.

        The Notes were issued in a transaction exempt from registration under the 1933 Act and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission ("SEC") or the availability of an applicable exemption from such registration requirements.

        Pursuant to a Registration Rights Agreement entered into contemporaneously with the above- mentioned sale, Barnes & Noble has agreed to file a shelf registration statement for the Notes no later than June 14, 2001. In the event that such registration statement is not filed by such date, or in the event that such registration statement is not declared effective by the SEC by September 14, 2001, then the interest rate on the Notes will increase by 0.5% per annum until such time as such requirements have been met.

Item 7. Financial Statements and Exhibits.

       (c)      Exhibits

10.1	Indenture, dated as of March 14, 2001, between Barnes & Noble and United States Trust Company of New York, as trustee.
10.2	Registration Rights Agreement, dated as of March 8, 2001, between Barnes & Noble and Credit Suisse First Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BARNES & NOBLE, INC.
(Registrant)


By: /s/ Maureen O'Connell
Name: Maureen O'Connell
Title: Chief Financial Officer

Date: March 22, 2001

EXHIBIT INDEX

EXHIBIT NO.

10.1	Indenture, dated as of March 14, 2001, between Barnes & Noble and United States Trust Company of New York, as trustee.
10.2	Registration Rights Agreement, dated as of March 8, 2001, between Barnes & Noble and Credit Suisse First Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

EX-10.1

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

                                  INDENTURE

                         Dated as of March 14, 2001

                                   Between

                            BARNES & NOBLE, INC.

                                     and

                  UNITED STATES TRUST COMPANY OF NEW YORK,

                                 as Trustee
                             __________________

           5.25% Convertible Subordinated Notes Due March 15, 2009

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




                              TABLE OF CONTENTS
                                                                         Page
                                  ARTICLE 1

                 DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1.   Definitions . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2.   Other Definitions.. . . . . . . . . . . . . . . . . . . . 5
SECTION 1.3.   Trust Indenture Act Provisions. . . . . . . . . . . . . . 6
SECTION 1.4.   Rules of Construction . . . . . . . . . . . . . . . . . . 7

                                  ARTICLE 2

                               THE SECURITIES

SECTION 2.1.   Form and Dating . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.2    Execution and Authentication. . . . . . . . . . . . . . . 8
SECTION 2.3    Registrar, Paying Agent and Conversion Agent. . . . . . . 9
SECTION 2.4    Paying Agent to Hold Money in Trust . . . . . . . . . . . 9
SECTION 2.5    Security Holder Lists . . . . . . . . . . . . . . . . . . 9
SECTION 2.6    Transfer and Exchange . . . . . . . . . . . . . . . . . .10
SECTION 2.7    Replacement Securities. . . . . . . . . . . . . . . . . .10
SECTION 2.8    Outstanding Securities. . . . . . . . . . . . . . . . . .11
SECTION 2.9    Treasury Securities . . . . . . . . . . . . . . . . . . .11
SECTION 2.10   Temporary Securities. . . . . . . . . . . . . . . . . . .12
SECTION 2.11   Cancellation. . . . . . . . . . . . . . . . . . . . . . .12
SECTION 2.12   Additional Transfer and Exchange Requirements . . . . . .12
SECTION 2.13   CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . .17
SECTION 2.14   Defaulted Interest. . . . . . . . . . . . . . . . . . . .17

                                  ARTICLE 3

                          REDEMPTION AND PURCHASES

SECTION 3.1    Right to Redeem; Notice to Trustee. . . . . . . . . . . .18
SECTION 3.2    Selection of Securities to Be Redeemed. . . . . . . . . .18
SECTION 3.3    Notice of Redemption. . . . . . . . . . . . . . . . . . .18
SECTION 3.4    Effect of Notice of Redemption. . . . . . . . . . . . . .19
SECTION 3.5    Deposit of Redemption Price . . . . . . . . . . . . . . .19
SECTION 3.6    Securities Redeemed in Part . . . . . . . . . . . . . . .20
SECTION 3.7    Conversion Arrangement on Call for Redemption . . . . . .20
SECTION 3.8    Purchase of Securities at Option of the Holder upon
               Change in Control . . . . . . . . . . . . . . . . . . . .20
SECTION 3.9    Effect of Change in Control Purchase Notice . . . . . . .23
SECTION 3.10   Deposit of Change in Control Purchase Price . . . . . . .23
SECTION 3.11   Securities Purchased in Part. . . . . . . . . . . . . . .24
SECTION 3.12   Compliance with Securities Laws upon Purchase of
               Securities. . . . . . . . . . . . . . . . . . . . . . . .24
SECTION 3.13   Repayment to the Company. . . . . . . . . . . . . . . . .24

                                  ARTICLE 4

                                 CONVERSION

SECTION 4.1    Conversion Privilege. . . . . . . . . . . . . . . . . . .24
SECTION 4.2    Conversion Procedure. . . . . . . . . . . . . . . . . . .25
SECTION 4.3    Fractional Shares . . . . . . . . . . . . . . . . . . . .26
SECTION 4.4    Taxes on Conversion . . . . . . . . . . . . . . . . . . .26
SECTION 4.5    Company to Provide Stock. . . . . . . . . . . . . . . . .26
SECTION 4.6    Adjustment of Conversion Price. . . . . . . . . . . . . .26
SECTION 4.7    No Adjustment . . . . . . . . . . . . . . . . . . . . . .30
SECTION 4.8    Adjustment for Tax Purposes . . . . . . . . . . . . . . .30
SECTION 4.9    Notice of Adjustment. . . . . . . . . . . . . . . . . . .30
SECTION 4.10   Notice of Certain Transactions. . . . . . . . . . . . . . .
SECTION 4.11   Effect of Reclassification, Consolidation, Merger
               or Sale on Conversion Privilege . . . . . . . . . . . . .31
SECTION 4.12   Trustee's Disclaimer. . . . . . . . . . . . . . . . . . .32
SECTION 4.13   Voluntary Reduction . . . . . . . . . . . . . . . . . . .32

                                  ARTICLE 5

                                SUBORDINATION

SECTION 5.1    Agreement of Subordination. . . . . . . . . . . . . . . .32
SECTION 5.2    Payments to Holders . . . . . . . . . . . . . . . . . . .33
SECTION 5.3    Subrogation of Securities . . . . . . . . . . . . . . . .35
SECTION 5.4    Authorization to Effect Subordination . . . . . . . . . .35
SECTION 5.5    Notice to Trustee . . . . . . . . . . . . . . . . . . . .36
SECTION 5.6    Trustee's Relation to Senior Indebtedness . . . . . . . .36
SECTION 5.7    No Impairment of Subordination. . . . . . . . . . . . . .37
SECTION 5.8    Certain Conversions Deemed Payment. . . . . . . . . . . .37
SECTION 5.9    Article Applicable to Paying Agents . . . . . . . . . . .37
SECTION 5.10   Senior Indebtedness Entitled to Rely. . . . . . . . . . .37

                                  ARTICLE 6

                                 COVENANTS

SECTION 6.1    Payment of Securities . . . . . . . . . . . . . . . . . .37
SECTION 6.2    SEC Reports . . . . . . . . . . . . . . . . . . . . . . .38
SECTION 6.3    Compliance Certificates . . . . . . . . . . . . . . . . .38
SECTION 6.4    Further Instruments and Acts. . . . . . . . . . . . . . .38
SECTION 6.5    Maintenance of Corporate Existence. . . . . . . . . . . .38
SECTION 6.6    Rule 144A Information Requirement . . . . . . . . . . . .39
SECTION 6.7    Stay, Extension and Usury Laws. . . . . . . . . . . . . .39
SECTION 6.8    Payment of Additional Interest. . . . . . . . . . . . . .39

                                  ARTICLE 7

            CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 7.1    Company May Consolidate, Etc., Only on Certain Terms. . .39
SECTION 7.2    Successor Substituted . . . . . . . . . . . . . . . . . .40

                                  ARTICLE 8

                            DEFAULT AND REMEDIES

SECTION 8.1    Events of Default . . . . . . . . . . . . . . . . . . . .40
SECTION 8.2    Acceleration. . . . . . . . . . . . . . . . . . . . . . .42
SECTION 8.3    Other Remedies. . . . . . . . . . . . . . . . . . . . . .42
SECTION 8.4    Waiver of Defaults and Events of Default. . . . . . . . .42
SECTION 8.5    Control by Majority . . . . . . . . . . . . . . . . . . .42
SECTION 8.6    Limitations on Suits. . . . . . . . . . . . . . . . . . .43
SECTION 8.7    Rights of Holders to Receive Payment and to Convert . . .43
SECTION 8.8    Collection Suit by Trustee. . . . . . . . . . . . . . . .43
SECTION 8.9    Trustee May File Proofs of Claim. . . . . . . . . . . . .43
SECTION 8.10   Priorities. . . . . . . . . . . . . . . . . . . . . . . .44
SECTION 8.11   Undertaking for Costs . . . . . . . . . . . . . . . . . .44

                                  ARTICLE 9

                                   TRUSTEE

SECTION 9.1    Duties of Trustee . . . . . . . . . . . . . . . . . . . .45
SECTION 9.2    Rights of Trustee . . . . . . . . . . . . . . . . . . . .45
SECTION 9.3    Individual Rights of Trustee. . . . . . . . . . . . . . .46
SECTION 9.4    Trustee's Disclaimer. . . . . . . . . . . . . . . . . . .47
SECTION 9.5    Notice of Default or Events of Default. . . . . . . . . .47
SECTION 9.6    Reports by Trustee to Holders . . . . . . . . . . . . . .47
SECTION 9.7    Compensation and Indemnity. . . . . . . . . . . . . . . .47
SECTION 9.8    Replacement of Trustee. . . . . . . . . . . . . . . . . .48
SECTION 9.9    Successor Trustee by Merger, Etc. . . . . . . . . . . . .49
SECTION 9.10   Eligibility; Disqualification . . . . . . . . . . . . . .49
SECTION 9.11   Preferential Collection of Claims Against Company . . . .49

                                 ARTICLE 10

                   SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 10.1   Satisfaction and Discharge of Indenture . . . . . . . . .49
SECTION 10.2   Application of Trust Money. . . . . . . . . . . . . . . .50
SECTION 10.3   Repayment to Company. . . . . . . . . . . . . . . . . . .50
SECTION 10.4   Reinstatement . . . . . . . . . . . . . . . . . . . . . .50

                                 ARTICLE 11

                     AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 11.1   Without Consent of Holders. . . . . . . . . . . . . . . .51
SECTION 11.2   With Consent of Holders . . . . . . . . . . . . . . . . .51
SECTION 11.3   Compliance with Trust Indenture Act . . . . . . . . . . .52
SECTION 11.4   Revocation and Effect of Consents . . . . . . . . . . . .52
SECTION 11.5   Notation on or Exchange of Securities . . . . . . . . . .53
SECTION 11.6   Trustee to Sign Amendments, Etc . . . . . . . . . . . . .53

                                 ARTICLE 12

                                MISCELLANEOUS
SECTION 12.1   Trust Indenture Act Controls. . . . . . . . . . . . . . .53
SECTION 12.2   Notices . . . . . . . . . . . . . . . . . . . . . . . . .53
SECTION 12.3   Communications by Holders with Other Holders. . . . . . .54
SECTION 12.4   Certificate and Opinion as to Conditions Precedent. . . .54
SECTION 12.5   Record Date for Vote or Consent of Securityholders. . . .55
SECTION 12.6   Rules by Trustee, Paying Agent, Registrar and
               Conversion Agent. . . . . . . . . . . . . . . . . . . . .55
SECTION 12.7   Legal Holidays. . . . . . . . . . . . . . . . . . . . . .55
SECTION 12.8   Governing Law . . . . . . . . . . . . . . . . . . . . . .55
SECTION 12.9   No Adverse Interpretation of Other Agreements . . . . . .55
SECTION 12.10  No Recourse Against Others. . . . . . . . . . . . . . . .55
SECTION 12.11  Successors. . . . . . . . . . . . . . . . . . . . . . . .55
SECTION 12.12  Multiple Counterparts . . . . . . . . . . . . . . . . . .56
SECTION 12.13  Separability. . . . . . . . . . . . . . . . . . . . . . .56
SECTION 12.14  Table of Contents, Headings, Etc. . . . . . . . . . . . .56



                           CROSS-REFERENCE TABLE*
                                                                    INDENTURE
TIA SECTION                                                           SECTION
- -----------                                                          -------
Section 310(a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.10
               (a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . 9.10
               (a)(3). . . . . . . . . . . . . . . . . . . . . . . . . N.A.**
               (a)(4). . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
               (a)(5). . . . . . . . . . . . . . . . . . . . . . . . . . 9.10
               (b) . . . . . . . . . . . . . . . . . . . . . . . . .9.8; 9.10
               (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
Section 311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.11
               (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.11
               (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
Section 312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.5
               (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.3
               (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.3
Section 313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9.6
               (b)(1). . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
               (b)(2). . . . . . . . . . . . . . . . . . . . . . . . . . .9.6
               (c) . . . . . . . . . . . . . . . . . . . . . . . . .9.6; 12.2
               (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . .9.6
Section 314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . .6.2; 6.3,
                                                                    6.4; 12.2
               (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
               (c)(1). . . . . . . . . . . . . . . . . . . . . . . . .12.4(a)
               (c)(2). . . . . . . . . . . . . . . . . . . . . . . . .12.4(a)
               (c)(3). . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
               (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
               (e) . . . . . . . . . . . . . . . . . . . . . . . . . .12.4(b)
               (f) . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
Section 315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.1(b)
               (b) . . . . . . . . . . . . . . . . . . . . . . . . .9.5; 12.2
               (c) . . . . . . . . . . . . . . . . . . . . . . . . . . 9.1(a)
               (d) . . . . . . . . . . . . . . . . . . . . . . . . . . 9.1(c)
               (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.11
Section 316(a)(last sentence). . . . . . . . . . . . . . . . . . . . . . .2.9
               (a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . .8.5
               (a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . .8.4
               (a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
               (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . .8.7
               (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.5
Section 317(a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . .8.8
               (a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . .8.9
               (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.4
_____________________
*    This Cross-Reference Table shall not, for any purpose, be deemed a part
     of this Indenture.
**   N.A. means Not Applicable.


     THIS INDENTURE dated as of March 14, 2001 is between Barnes & Noble,
Inc., a Delaware corporation (the "Company"), and United States Trust Company
of New York, as Trustee (the "Trustee").

     In consideration of the premises and the purchase of the Securities by
the Holders thereof, both parties agree as follows for the benefit of the
other and for the equal and ratable benefit of the registered Holders of the
Company's 5.25% Convertible Subordinated Notes Due March 15, 2009.

                                  ARTICLE 1

                 DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.1.   Definitions.

          "Additional Interest" has the meaning specified in Section 2(e) of
the Registration Rights Agreement.  All references herein to interest accrued
or payable as of any date shall include any Additional Interest accrued or
payable as of such date as provided in the Registration Rights Agreement.

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

          "Agent" means any Registrar, Paying Agent or Conversion Agent.

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

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

          "Business Day" means each day that is not a Legal Holiday.

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

          "cash" means such coin or currency of the United States as at any
time of payment is legal tender for the payment of public and private debts.

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

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

          "Common Stock" means the common stock of the Company, par value
$.001 per share, as it exists on the date of this Indenture and any shares of
any class or classes of capital stock of the Company resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which
are not subject to redemption by the Company; provided, however, that if at
any time there shall be more than one such resulting class, the shares of
each such class then so issuable on conversion of Securities shall be
substantially in the proportion which the total number of shares of such
class resulting from all such reclassifications bears to the total number of
shares of all such classes resulting from all such reclassifications.

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

          "Corporate Trust Office" shall be the address of the Trustee
specified in Section 12.2 or such other address as to which the Trustee may
give notice to the Company.

          "Credit Facility" means that certain Credit Agreement, dated as of
November 18, 1997 by and among Barnes & Noble, Inc., the subsidiary
guarantors party thereto, the lenders party thereto, The Chase Manhattan
Bank, as administrative agent, and the financial institutions party thereto,
including any related notes, guarantees, collateral documents, instruments
and agreements executed in connection therewith, and in each case as amended
(including any amendment and restatement thereof), modified, renewed,
refunded, replaced, refinanced or restructured (including, without
limitation, any amendment increasing the amount of available borrowing
thereunder) from time to time and whether with the same or any other agent,
lender or group of lenders.

          "Default" means, when used with respect to the Securities, any
event which is or, after notice or passage of time or both, would be an Event
of Default.

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

          "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder, as in effect
from time to time.

          "Final Maturity Date" means March 15, 2009.

          "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the date of this Indenture, including
those set forth in (1) the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants,
(2) the statements and pronouncements of the Financial Accounting Standards
Board, (3) such other statements by such other entity as approved by a
significant segment of the accounting profession and (4) the rules and
regulations of the SEC governing the inclusion of financial statements
(including pro forma financial statements) in registration statements filed
under the Securities Act and periodic reports required to be filed pursuant
to Section 13 of the Exchange Act, including opinions and pronouncements in
staff accounting bulletins and similar written statements from the accounting
staff of the SEC.

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

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

          "Indebtedness" means, with respect to any Person, without
duplication, (a) all indebtedness, obligations and other liabilities
(contingent or otherwise) of such Person for borrowed money (including
obligations of such Person in respect of overdrafts, foreign exchange
contracts, currency exchange agreements, interest rate protection agreements,
and any loans or advances from banks, whether or not evidenced by notes or
similar instruments) or evidenced by bonds, debentures, notes or similar
instruments (whether or not the recourse of the lender is to the whole of the
assets of such Person or to only a portion thereof) (other than any accounts
payable or other accrued current liability or obligation incurred in the
ordinary course of business in connection with the obtaining of materials or
services), (b) all reimbursement obligations and other liabilities
(contingent or otherwise) of such Person with respect to letters of credit,
bank guarantees or bankers' acceptances, (c) all obligations and liabilities
(contingent or otherwise) of such Person (i) in respect of leases of such
Person required, in conformity with GAAP, to be accounted for as capitalized
lease obligations on the balance sheet of such Person, or (ii) under any
lease or related document (including a purchase agreement) in connection with
the lease of real property or improvements (or any personal property included
as part of any such lease) which provides that such Person is contractually
obligated to purchase or cause a third party to purchase the leased property
and thereby guarantee a residual value of the leased property to the lessor
and all of the obligations of such Person under such lease or related
document to purchase or to cause a third party to purchase such leased
property (whether or not such lease transaction is characterized as an
operating lease or a capitalized lease in accordance with GAAP), (d) all
obligations (contingent or otherwise) of such Person with respect to any
interest rate, currency or other swap, cap, floor or collar agreement, hedge
agreement, forward contract, or other similar instrument or agreement or
foreign currency hedge, exchange, purchase or similar instrument or
agreement, (e) all direct or indirect guaranties or similar agreements by
such Person to purchase or otherwise acquire or otherwise assure a creditor
against loss in respect of indebtedness, obligations or liabilities of
another Person of the kind described in clauses (a) through (d), and (f) any
and all deferrals, renewals, extensions and refundings of, or amendments,
modifications or supplements to, any indebtedness, obligation or liability of
the kind described in clauses (a) through (e).

          "Indenture" means this Indenture as amended or supplemented from
time to time pursuant to the terms of this Indenture.

          "Officer" means the Chairman or any Co-Chairman of the Board, any
Vice Chairman of the Board, the Chief Executive Officer, the President, any
Vice President, the Chief Financial Officer, the Controller, the Secretary or
any Assistant Secretary of the Company.

          "Officers' Certificate" means a certificate signed by two Officers;
provided, however, that for purposes of Sections 4.11 and 6.3, "Officers'
Certificate" means a certificate signed by the principal executive officer,
principal financial officer or principal accounting officer of the Company
and by one other Officer.

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

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

          "Principal" or "principal" of a debt security, including the
Securities, means the principal of the security plus, when appropriate, the
premium, if any, on the security.

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

          "Redemption Price," when used with respect to any Security to be
redeemed, means the price fixed for such redemption pursuant to this
Indenture, as set forth in the form of Security annexed as Exhibit A hereto.

          "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of March 8, 2001, among the Company and Credit Suisse
First Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as initial purchasers.

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

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

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

           "Rule 144" means Rule 144 under the Securities Act or any
successor to such Rule.

          "Rule 144A" means Rule 144A under the Securities Act or any
successor to such Rule.

          "SEC" means the Securities and Exchange Commission.

          "Securities" means the 5.25% Convertible Subordinated Notes Due
March 15, 2009 or any of them (each, a "Security"), as amended or
supplemented from time to time, that are issued under this Indenture.

          "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder, as in effect from time to
time.

          "Securities Custodian" means the Trustee, as custodian with respect
to the Securities in global form, or any successor thereto.

          "Senior Indebtedness" means the principal of, premium, if any,
interest (including all interest accruing subsequent to the commencement of
any bankruptcy or similar proceeding, whether or not a claim for
post-petition interest is allowable as a claim in any such proceeding) and
rent payable on or in connection with, and all fees, costs, expenses and
other amounts accrued or due on or in connection with, Indebtedness of the
Company, whether outstanding on the date of this Indenture or thereafter
created, incurred, assumed, guaranteed or in effect guaranteed by the Company
(including all deferrals, renewals, extensions or refundings of, or
amendments, modifications or supplements to, the foregoing), unless in the
case of any particular Indebtedness the instrument creating or evidencing the
same or the assumption or guarantee thereof expressly provides that such
Indebtedness shall not be senior in right of payment to the Securities or
expressly provides that such Indebtedness is "pari passu" or "junior" to the
Securities.  Notwithstanding the foregoing, the term Senior Indebtedness
shall not include any Indebtedness of the Company to any Subsidiary of the
Company or any obligation for Federal, state, local or other taxes.  If any
payment made to any holder of any Senior Indebtedness or its Representative
with respect to such Senior Indebtedness is rescinded or must otherwise be
returned by such holder or Representative upon the insolvency, bankruptcy or
reorganization of the Company or otherwise, the reinstated Indebtedness of
the Company arising as a result of such rescission or return shall constitute
Senior Indebtedness effective as of the date of such rescission or return.

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

          "TIA" means the Trust Indenture Act of 1939, as amended, as in
effect on the date of this Indenture, except as provided in Section 11.3, and
except to the extent any amendment to the Trust Indenture Act expressly
provides for application of the Trust Indenture Act as in effect on another
date.

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

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

          "Trust Officer" means, with respect to the Trustee, any officer
assigned to the Corporate Trust Administration division at the Corporate
Trust Office, and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer's knowledge
of and familiarity with the particular subject.

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

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

          "Voting Stock" of a Person means any class or classes of Capital
Stock of such Person pursuant to which the holders of Capital Stock under
ordinary circumstances have the power to vote in the election of the board of
directors, managers or trustees of any person or other persons performing
similar functions irrespective of whether or not, at the time Capital Stock
of any other class or classes shall have, or might have, voting power by
reason of the occurrence of any contingency.

     SECTION 1.2.   Other Definitions.

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

"Agent Members". . . . . . . . . . . . . . . . . . . . . . . . .   2.1
"Bankruptcy Law" . . . . . . . . . . . . . . . . . . . . . . . .   8.1
"Change in Control". . . . . . . . . . . . . . . . . . . . . . .   3.8(a)
"Change in Control Purchase Date". . . . . . . . . . . . . . . .   3.8(a)
"Change in Control Purchase Notice". . . . . . . . . . . . . . .   3.8(c)
"Change in Control Purchase Price" . . . . . . . . . . . . . . .   3.8(a)
"Closing Price". . . . . . . . . . . . . . . . . . . . . . . . .   4.6(f)
"Company Order". . . . . . . . . . . . . . . . . . . . . . . . .   2.2
"Conversion Agent" . . . . . . . . . . . . . . . . . . . . . . .   2.3
"Conversion Date". . . . . . . . . . . . . . . . . . . . . . . .   4.2
"Conversion Price" . . . . . . . . . . . . . . . . . . . . . . .   4.6
"Current Market Price Per Share" . . . . . . . . . . . . . . . .   4.6(f)
"Custodian". . . . . . . . . . . . . . . . . . . . . . . . . . .   8.1
"DTC". . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2.1(a)
"Defaulted Interest" . . . . . . . . . . . . . . . . . . . . . .   2.14
"Depositary" . . . . . . . . . . . . . . . . . . . . . . . . . .   2.1(a)
"Determination Date" . . . . . . . . . . . . . . . . . . . . . .   4.6(d)
"Event of Default" . . . . . . . . . . . . . . . . . . . . . . .   8.1
"Expiration Date". . . . . . . . . . . . . . . . . . . . . . . .   4.6(e)
"Expiration Time". . . . . . . . . . . . . . . . . . . . . . . .   4.6(e)
"Legal Holiday". . . . . . . . . . . . . . . . . . . . . . . . .  12.7
"NNM". . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4.6(f)
"NYSE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4.6(f)
"Paying Agent" . . . . . . . . . . . . . . . . . . . . . . . . .   2.3
"Payment Blockage Notice". . . . . . . . . . . . . . . . . . . .   5.2
"Primary Registrar". . . . . . . . . . . . . . . . . . . . . . .   2.3
"Purchase Agreement" . . . . . . . . . . . . . . . . . . . . . .   2.1
"Purchased Shares" . . . . . . . . . . . . . . . . . . . . . . .   4.6(e)
"QIB". . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2.1(a)
"Registrar". . . . . . . . . . . . . . . . . . . . . . . . . . .   2.3
"Transfer Certificate" . . . . . . . . . . . . . . . . . . . . .   2.12(f)
"Transfer Restricted Security" . . . . . . . . . . . . . . . . .   2.12(f)
"Triggering Distribution". . . . . . . . . . . . . . . . . . . .   4.6(d)

SECTION 1.3.   Trust Indenture Act Provisions.

          Whenever this Indenture refers to a provision of the TIA, that
provision is incorporated by reference in and made a part of this Indenture.
The Indenture shall also include those provisions of the TIA required to be
included herein by the provisions of the Trust Indenture Reform Act of 1990.
The following TIA terms used in this Indenture have the following meanings:

          "indenture securities" means the Securities;

          "indenture security holder" means a Securityholder;

          "indenture to be qualified" means this Indenture;

          "indenture trustee" or "institutional trustee" means the Trustee;
and "obligor" on the indenture securities means the Company or any other
obligor on the Securities.

          All other terms used in this Indenture that are defined in the TIA,
defined by TIA reference to another statute or defined by any SEC rule and
not otherwise defined herein have the meanings assigned to them therein.

SECTION 1.4.   Rules of Construction.

Unless the context otherwise requires:

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

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

          (iii) words in the singular include the plural, and words in the
plural include the singular;

          (iv) provisions apply to successive events and transactions;

          (v) the term "merger" includes a statutory share exchange and the
term "merged" has a correlating meaning;

          (vi) the masculine gender includes the feminine and the neuter;

          (vii) references to agreements and other instruments include
subsequent amendments thereto; and

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

                                  ARTICLE 2

                               THE SECURITIES
SECTION 2.1.   Form and Dating.

          The Securities and the Trustee's certificate of authentication
shall be substantially in the respective forms set forth in Exhibit A, which
Exhibit is incorporated in and made part of this Indenture.  The Securities
may have notations, legends or endorsements required by law, stock exchange
rule or usage.  Each Security shall be dated the date of its authentication.
The Securities are being offered and sold by the Company pursuant to a
Purchase Agreement, dated March 8, 2001 (the "Purchase Agreement"), between
the Company and Credit Suisse First Boston Corporation and Merrill Lynch,
Pierce, Fenner & Smith Incorporated in transactions exempt from, or not
subject to, the registration requirements of the Securities Act.

          (a)  Restricted Global Securities.  All of the Securities are
initially being offered and sold to qualified institutional buyers as defined
in Rule 144A (collectively, "QIBs" or individually, each a "QIB") in reliance
on Rule 144A under the Securities Act and shall be issued initially in the
form of one or more Restricted Global Securities, which shall be deposited on
behalf of the purchasers of the Securities represented thereby with the
Trustee, at its Corporate Trust Office, as custodian for the depositary, The
Depository Trust Company ("DTC") (such depositary, or any successor thereto,
being hereinafter referred to as the "Depositary"), and registered in the
name of its nominee, Cede & Co., duly executed by the Company and
authenticated by the Trustee as hereinafter provided.  The aggregate
principal amount of the Restricted Global Security may from time to time be
increased or decreased by adjustments made on the records of the Securities
Custodian as hereinafter provided, subject in each case to compliance with
the Applicable Procedures.

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

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

          (c)  Certificated Securities.  Certificated Securities shall be
issued only under the limited circumstances provided in Section 2.12(a)(1)
hereof.

SECTION 2.2.   Execution and Authentication.

          An Officer shall sign the Securities for the Company by manual or
facsimile signature attested by the manual or facsimile signature of the
Secretary or an Assistant Secretary of the Company.  Typographic and other
minor errors or defects in any such facsimile signature shall not affect the
validity or enforceability of any Security which has been authenticated and
delivered by the Trustee.

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

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

          The Trustee shall authenticate and make available for delivery
Securities for original issue in the aggregate principal amount of up to $275
million (plus up to an additional $25 million in aggregate principal amount
issuable upon the exercise of the option described in the Purchase Agreement)
upon receipt of a written order or orders of the Company signed by two
Officers of the Company (a "Company Order").  The Company Order shall specify
the amount of Securities to be authenticated, shall provide that all such
Securities will be represented by a Restricted Global Security and the date
on which each original issue of Securities is to be authenticated.  The
aggregate principal amount of Securities outstanding at any time may not
exceed $275,000,000 plus the amount (up to an additional $25 million)
issuable upon exercise of the option in the Purchase Agreement, except as
provided in Section 2.7.

          The Trustee shall act as the initial authenticating agent.
Thereafter, the Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities.  An authenticating agent may authenticate
Securities whenever the Trustee may do so.  Each reference in this Indenture
to authentication by the Trustee includes authentication by such agent.  An
authenticating agent shall have the same rights as an Agent to deal with the
Company or an Affiliate of the Company.

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

SECTION 2.3.   Registrar, Paying Agent and Conversion Agent.

          The Company shall maintain one or more offices or agencies where
Securities may be presented for registration of transfer or for exchange
(each, a "Registrar"), one or more offices or agencies where Securities may
be presented for payment (each, a "Paying Agent"), one or more offices or
agencies where Securities may be presented for conversion (each, a
"Conversion Agent") and one or more offices or agencies where notices and
demands to or upon the Company in respect of the Securities and this
Indenture may be served.  The Company will at all times maintain a Paying
Agent, Conversion Agent, Registrar and an office or agency where notices and
demands to or upon the Company in respect of the Securities and this
Indenture may be served in the Borough of Manhattan, the City of New York.
One of the Registrars (the "Primary Registrar") shall keep a register of the
Securities and of their transfer and exchange.

          The Company shall enter into an appropriate agency agreement with
any Agent not a party to this Indenture.  The agreement shall implement the
provisions of this Indenture that relate to such Agent.  The Company shall
notify the Trustee of the name and address of any Agent not a party to this
Indenture.  If the Company fails to maintain a Registrar, Paying Agent,
Conversion Agent or agent for service of notices and demands in any place
required by this Indenture, or fails to give the foregoing notice, the
Trustee shall act as such.  The Company or any Affiliate of the Company may
act as Paying Agent (except for the purposes of Section 6.1 and Article 10).

          The Company hereby initially designates the Trustee as Paying
Agent, Registrar, Custodian and Conversion Agent.

SECTION 2.4.   Paying Agent to Hold Money in Trust.

          Prior to 11:00 a.m., New York City time, on each due date of the
principal of or interest, if any, on any Securities, the Company shall
deposit with a Paying Agent a sum sufficient to pay such principal or
interest, if any, so becoming due.  Subject to Section 5.7, a Paying Agent
shall hold in trust for the benefit of Security holders or the Trustee all
money held by the Paying Agent for the payment of principal of or interest,
if any, on the Securities, and shall notify the Trustee of any Default by the
Company (or any other obligor on the Securities) in making any such payment.
If the Company or an Affiliate of the Company acts as Paying Agent, it shall,
before 11:00 a.m., New York City time, on each due date of the principal of
or interest on any Securities, segregate the money and hold it as a separate
trust fund.  The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee, and the Trustee may at any time during the
continuance of any Default, upon written request to a Paying Agent, require
such Paying Agent to forthwith pay to the Trustee all sums so held in trust
by such Paying Agent.  Upon doing so, the Paying Agent (other than the
Company) shall have no further liability for the money.

SECTION 2.5.   Security Holder Lists.

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses
of Security holders.  If the Trustee is not the Primary Registrar, the
Company shall furnish to the Trustee on or before each semiannual interest
payment date and at such other times as the Trustee may request in writing a
list in such form and as of such date as the Trustee may reasonably require
of the names and addresses of Securityholders.

SECTION 2.6.   Transfer and Exchange.

          (a)  Subject to compliance with any applicable additional
requirements contained in Section 2.12, when a Security is presented to a
Registrar with a request to register a transfer thereof or to exchange such
Security for an equal principal amount of Securities of other authorized
denominations, the Registrar shall register the transfer or make the exchange
as requested; provided, however, that every Security presented or surrendered
for registration of transfer or exchange shall be duly endorsed or
accompanied by an assignment form and, if applicable, a transfer certificate
each in the form included in Exhibit A, and in form satisfactory to the
Registrar duly executed by the Holder thereof or its attorney duly authorized
in writing.  To permit registration of transfers and exchanges, upon
surrender of any Security for registration of transfer or exchange at an
office or agency maintained pursuant to Section 2.3, the Company shall
execute and the Trustee shall authenticate Securities of a like aggregate
principal amount at the Registrar's request.  Any exchange or transfer shall
be without charge, except that the Company or the Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto, and provided, that this sentence
shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1),
3.6, 3.11, 4.2 (last paragraph) or 11.5.

          Neither the Company, any Registrar nor the Trustee shall be
required to exchange or register a transfer of (a) any Securities for a
period of 15 days next preceding any mailing of a notice of Securities to be
redeemed, (b) any Securities or portions thereof selected or called for
redemption (except, in the case of redemption of a Security in part, the
portion not to be redeemed) or (c) any Securities or portions thereof in
respect of which a Change in Control Purchase Notice has been delivered and
not withdrawn by the Holder thereof (except, in the case of the purchase of a
Security in part, the portion not to be purchased).

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

          (b)  Any Registrar appointed pursuant to Section 2.3 hereof shall
provide to the Trustee such information as the Trustee may reasonably require
in connection with the delivery by such Registrar of Securities upon transfer
or exchange of Securities.

          (c)  Each Holder of a Security agrees to indemnify the Company and
the Trustee against any liability that may result from the transfer, exchange
or assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States federal or state securities law.

          The Trustee shall have no obligation or duty to monitor, determine
or inquire as to compliance with any restrictions on transfer imposed under
this Indenture or under applicable law with respect to any transfer of any
interest in any Security (including any transfers between or among Agent
Members or other beneficial owners of interests in any Global Security) other
than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly
required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

SECTION 2.7.   Replacement Securities.

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

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

          Upon the issuance of any new Securities under this Section 2.7, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the reasonable fees and expenses of the
Trustee or the Registrar) in connection therewith.

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

          The provisions of this Section 2.7 are (to the extent lawful)
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 Securities.

SECTION 2.8.   Outstanding Securities.

          Securities outstanding at any time are all Securities authenticated
by the Trustee, except for those canceled by it, those delivered to it for
cancellation and those described in this Section 2.8 as not outstanding.

          If a Security is replaced pursuant to Section 2.7, it ceases to be
outstanding unless the Company receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

          If a Paying Agent (other than the Company or an Affiliate of the
Company) holds on a Redemption Date, a Change in Control Purchase Date or the
Final Maturity Date money sufficient to pay the principal of (including
premium, if any) and accrued interest on Securities (or portions thereof)
payable on that date, then on and after that date such Securities (or
portions thereof, as the case may be) cease to be outstanding and interest on
them ceases to accrue.

          Subject to the restrictions contained in Section 2.9, a Security
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Security.

SECTION 2.9.   Treasury Securities.

          In determining whether the Holders of the required principal amount
of Securities have concurred in any notice, direction, waiver or consent,
Securities owned by the Company or any other obligor on the Securities or by
any Affiliate of the Company or of such other obligor shall be disregarded,
except that, for purposes of determining whether the Trustee shall be
protected in relying on any such notice, direction, waiver or consent, only
Securities which a Trust Officer of the Trustee actually knows are so owned
shall be so disregarded.  Securities so owned which have been pledged in good
faith shall not be disregarded if the pledgee establishes to the satisfaction
of the Trustee the pledgee's right so to act with respect to the Securities
and that the pledgee is not the Company or any other obligor on the
Securities or any Affiliate of the Company or of such other obligor.

SECTION 2.10.  Temporary Securities.

          Until definitive Securities are ready for delivery, the Company may
prepare and execute, and, upon receipt of a Company Order, the Trustee shall
authenticate and deliver, temporary Securities.  Temporary Securities shall
be substantially in the form of definitive Securities but may have variations
that the Company with the consent of the Trustee considers appropriate for
temporary Securities.  Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate and deliver definitive Securities in
exchange for temporary Securities.

SECTION 2.11.  Cancellation.

          The Company at any time may deliver Securities to the Trustee for
cancellation.  The Registrar, the Paying Agent and the Conversion Agent shall
forward to the Trustee or its agent any Securities surrendered to them for
transfer, exchange, payment or conversion.  The Trustee and no one else shall
cancel, in accordance with its standard procedures, all Securities
surrendered for transfer, exchange, redemption, payment, conversion or
cancellation and shall deliver the canceled Securities to the Company.  All
Securities which are redeemed, purchased or otherwise acquired by the Company
or any of its Subsidiaries prior to the Final Maturity Date shall be
delivered to the Trustee for cancellation and the Company may not hold or
resell such Securities or issue any new Securities to replace any such
Securities or any Securities that any Holder has converted pursuant to
Article 4.  Without limitation to the foregoing, any Securities acquired by
any investment bankers or other purchasers pursuant to Section 3.7 shall be
surrendered for conversion and thereafter cancelled, and may not be
reoffered, sold or otherwise transferred.

SECTION 2.12.  Additional Transfer and Exchange Requirements.

          (a)  Transfer and Exchange of Global Securities.

          (1)  Certificated Securities shall be issued in exchange for
     interests in the Global Securities only if (x) the Depositary notifies
     the Company that it is unwilling or unable to continue as depositary for
     the Global Securities or if it at any time ceases to be a "clearing
     agency" registered under the Exchange Act, if so required by applicable
     law or regulation and a successor depositary is not appointed by the
     Company within 90 days, or (y) an Event of Default has occurred and is
     continuing.  In either case, the Company shall execute, and the Trustee
     shall, upon receipt of a Company Order (which the Company agrees to
     delivery promptly), authenticate and deliver Certificated Securities in
     an aggregate principal amount equal to the principal amount of such
     Global Securities in exchange therefor.  Only Restricted Certificated
     Securities shall be issued in exchange for beneficial interests in
     Restricted Global Securities, and only Unrestricted Certificated
     Securities shall be issued in exchange for beneficial interests in
     Unrestricted Global Securities.  Certificated Securities issued in
     exchange for beneficial interests in Global Securities shall be
     registered in such names and shall be in such authorized denominations
     as the Depositary, pursuant to instructions from its direct or indirect
     participants or otherwise, shall instruct the Trustee.  The Trustee
     shall deliver or cause to be delivered such Certificated Securities to
     the persons in whose names such Securities are so registered.  Such
     exchange shall be effected in accordance with the Applicable Procedures.


          (2)  Notwithstanding any other provisions of this Indenture other
     than the provisions set forth in Section 2.12(a)(1), a Global Security
     may not be transferred as a whole except by the Depositary to a nominee
     of the Depositary or by a nominee of the Depositary to the Depositary or
     another nominee of the Depositary or by the Depositary or any such
     nominee to a successor Depositary or a nominee of such successor
     Depositary.

          (b)  Transfer and Exchange of Certificated Securities.  In the
event that Certificated Securities are issued in exchange for beneficial
interests in Global Securities in accordance with Section 2.12(a)(1) of this
Indenture, on or after such event when Certificated Securities are presented
by a Holder to a Registrar with a request:

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

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

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

          (1) shall be duly endorsed or accompanied by a written instrument
     of transfer in accordance with the proviso to the first paragraph of
     Section 2.6(a); and

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

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

               (ii) if such Restricted Certificated Security is being
          transferred to a person the Holder reasonably believes is a QIB in
          accordance with Rule 144A or pursuant to an effective registration
          statement under the Securities Act, a certification to that effect
          from such Holder (in substantially the form set forth in the
          Transfer Certificate); or

               (iii)     if such Restricted Certificated Security is being
          transferred (i) pursuant to an exemption from the registration
          requirements of the Securities Act in accordance with Rule 144 or
          (ii) pursuant to an exemption from the registration requirements of
          the Securities Act (other than pursuant to Rule 144A or Rule 144)
          and as a result of which, in the case of a Security transferred
          pursuant to this clause (ii), such Security shall cease to be a
          "restricted security" within the meaning of Rule 144, a
          certification to that effect from the Holder (in substantially the
          form set forth in the Transfer Certificate) and, if the Company or
          such Registrar so requests, a customary opinion of counsel,
          certificates and other information reasonably acceptable to the
          Company and such Registrar to the effect that such transfer is in
          compliance with the registration requirements of the Securities
          Act.

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

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

          (2) if such beneficial interest is being transferred (i) pursuant
     to an exemption from the registration requirements of the Securities Act
     in accordance with Rule 144 or (ii) pursuant to an exemption from the
     registration requirements of the Securities Act (other than pursuant to
     Rule 144A or Rule 144) and as a result of which, in the case of a
     Security transferred pursuant to this clause (ii), such Security shall
     cease to be a "restricted security" within the meaning of Rule 144, a
     certification to that effect from the transferor (in substantially the
     form set forth in the Transfer Certificate) and, if the Company or the
     Trustee so requests, a customary opinion of counsel, certificates and
     other information reasonably acceptable to the Company and the Trustee
     to the effect that such transfer is in compliance with the registration
     requirements of the Securities Act, the Trustee, as a Registrar and
     Securities Custodian, shall reduce or cause to be reduced the aggregate
     principal amount of the Restricted Global Security by the appropriate
     principal amount and shall increase or cause to be increased the
     aggregate principal amount of the Unrestricted Global Security by a like
     principal amount.  Such transfer shall otherwise be effected in
     accordance with the Applicable Procedures.  If no Unrestricted Global
     Security is then outstanding, the Company shall execute and the Trustee
     shall, upon receipt of a Company Order (which the Company agrees to
     deliver promptly), authenticate and deliver an Unrestricted Global
     Security.

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

          (e)  Transfers of Certificated Securities for Beneficial Interest
in Global Securities.  In the event that Certificated Securities are issued
in exchange for beneficial interests in Global Securities and, thereafter,
the events or conditions specified in Section 2.12(a)(1) which required such
exchange shall cease to exist, the Company shall mail notice to the Trustee
and to the Holders stating that Holders may exchange Certificated Securities
for interests in Global Securities by complying with the procedures set forth
in this Indenture and briefly describing such procedures and the events or
circumstances requiring that such notice be given.  Thereafter, if
Certificated Securities are presented by a Holder to a Registrar with a
request:

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

          (y) to exchange such Certificated Securities for an equal principal
     amount of beneficial interests in a Global Security, which beneficial
     interests will be owned by the Holder transferring such Certificated
     Securities (provided that in the case of such an exchange, Restricted
     Certificated Securities may be exchanged only for Restricted Global
     Securities and Unrestricted Certificated Securities may be exchanged
     only for Unrestricted Global Securities), the Registrar shall register
     the transfer or make the exchange as requested by canceling such
     Certificated Security and causing, or directing the Securities Custodian
     to cause, the aggregate principal amount of the applicable Global
     Security to be increased accordingly and, if no such Global Security is
     then outstanding, the Company shall issue and the Trustee shall
     authenticate and deliver a new Global Security;

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

          (1) shall be duly endorsed or accompanied by a written instrument
     of transfer in accordance with the proviso to the first paragraph of
     Section 2.6(a);

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

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

               (ii) if such Restricted Certificated Security is being
          transferred pursuant to (i) an exemption from the registration
          requirements of the Securities Act in accordance with Rule 144 or
          (ii) pursuant to an exemption from the registration requirements of
          the Securities Act (other than pursuant to Rule 144A or Rule 144)
          and as a result of which, in the case of a Security transferred
          pursuant to this clause (ii), such Security shall cease to be a
          "restricted security" within the meaning of Rule 144, a
          certification to that effect from such Holder (in substantially the
          form set forth in the Transfer Certificate), and, if the Company or
          the Registrar so requests, a customary opinion of counsel,
          certificates and other information reasonably acceptable to the
          Company and the Trustee to the effect that such transfer is in
          compliance with the registration requirements of the Securities
          Act;

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

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

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

          (f)  Legends.

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

     (2)  Upon any sale or transfer of a Transfer Restricted Security (w)
after the expiration of the holding period applicable to sales of the
Securities under Rule 144(k) of the Securities Act, (x) pursuant to Rule 144,
(y) pursuant to an effective registration statement under the Securities Act
or (z) pursuant to any other available exemption (other than Rule 144A) from
the registration requirements of the Securities Act and as a result of which,
in the case of a Security transferred pursuant to this clause (z), such
Security shall cease to be a "restricted security" within the meaning of Rule
144:

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

          (ii) in the case of any beneficial interest in a Restricted Global
     Security, the Trustee shall permit the beneficial owner thereof to
     transfer such beneficial interest to a transferee who shall take such
     interest in the form of a beneficial interest in an Unrestricted Global
     Security and shall rescind any restriction on transfer of such
     beneficial interest; provided, that such Unrestricted Global Security
     shall continue to be subject to the provisions of Section 2.12(a)(2);
     and provided, further, that the owner of such beneficial interest shall,
     in connection with such transfer, comply with the other applicable
     provisions of this Section 2.12.

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

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

          (g)  Transfers to the Company.  Nothing in this Indenture or in the
Securities shall prohibit the sale or other transfer of any Securities
(including beneficial interests in Global Securities) to the Company or any
of its Subsidiaries, which Securities shall thereupon be cancelled in
accordance with the last sentence of Section 2.11.

SECTION 2.13.  CUSIP Numbers.

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

SECTION 2.14.  Defaulted Interest.

          Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any interest payment date
("Defaulted Interest"), shall forthwith cease to be payable to the Holder on
the relevant regular record date, and such Defaulted Interest may be paid by
the Company as follows.  The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Securities are
registered at the close of business on a special record date for the payment
of such Defaulted Interest, which shall be fixed in the following manner.
The Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Security 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 section provided.  Thereupon
the Company 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 after
the receipt by the Trustee of the notice of the proposed payment, and notify
the Trustee thereof.  The Trustee shall, in the name and at the expense of
the Company, cause notice of the proposed payment of such Defaulted Interest
and the special record date therefor to be given to each Holder of Securities
pursuant to Section 12.2, not less than 10 days prior to such special record
date.  Notice of the proposed payment of such defaulted interest and the
special record date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Securities are registered at
the close of business on such special record date.

          Alternatively, the Company may elect to make payment of any
Defaulted Interest on the Securities in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such
Securities may be listed, and upon any 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 section, such manner of payment shall be
deemed practicable by the Trustee.

                                  ARTICLE 3

                          REDEMPTION AND PURCHASES

SECTION 3.1.   Right to Redeem; Notice to Trustee.

          The Securities may be redeemed at the election of the Company, as a
whole or from time to time in part, at any time on or after March 20, 2004,
on at least 20 days and no more than 60 days notice at the Redemption Prices
specified in paragraph 5 of the form of Security attached hereto as Exhibit
A, together with accrued interest up to but not including the Redemption
Date; provided that if the Redemption Date is an interest payment date,
interest will be payable to the Holders in whose name the Securities are
registered at the close of business on the relevant record dates for payment
of such interest.

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

SECTION 3.2.   Selection of Securities to Be Redeemed.

          If fewer than all of the Securities are to be redeemed, the Trustee
shall, not more than 60 days prior to the Redemption Date, select the
Securities to be redeemed.  The Trustee shall make the selection from the
Securities outstanding and not previously called for redemption, by lot, or
in its discretion, on a pro rata basis.  Securities in denominations of
$1,000 may only be redeemed in whole.  The Trustee may select for redemption
portions (equal to $1,000 or any multiple thereof) of the principal of
Securities that have denominations larger than $1,000.  Provisions of this
Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption.

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

SECTION 3.3.   Notice of Redemption.

          At least 20 days but not more than 60 days before a Redemption
Date, the Company shall mail or cause to be mailed a notice of redemption to
each Holder of Securities to be redeemed at such Holder's address as it
appears on the Primary Registrar's books.

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

          (1)  the Redemption Date;

          (2)  the Redemption Price;

          (3)  the then current Conversion Price;

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

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

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

          (7)  that, unless the Company defaults in making the redemption
     payment, interest on Securities called for redemption shall cease
     accruing on and after the Redemption Date and the only remaining right
     of the Holder shall be to receive payment of the Redemption Price, plus
     accrued interest, if any upon presentation and surrender to a Paying
     Agent of the Securities; and

          (8)  if any Security is being redeemed in part, the portion of the
     principal amount of such Security to be redeemed and that, after the
     Redemption Date, upon presentation and surrender of such Security, a new
     Security or Securities in aggregate principal amount equal to the
     unredeemed portion thereof will be issued.

          If any of the Securities to be redeemed is in the form of a Global
Security, then the Company shall modify such notice to the extent necessary
to accord with the procedures of the Depositary applicable to redemptions.
At the Company's written request, which request shall (i) be irrevocable once
given and (ii) set forth all relevant information required by clauses (1)
through (8) of the preceding paragraph, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense.

SECTION 3.4.   Effect of Notice of Redemption.

          Once notice of redemption is mailed, Securities called for
redemption become due and payable on the Redemption Date and at the
Redemption Price stated in the notice, together with accrued interest, if
any, except for Securities that are converted in accordance with the
provisions of Article 4.  Upon presentation and surrender to a Paying Agent,
Securities called for redemption shall be paid at the Redemption Price, plus
accrued interest up to but not including the Redemption Date; provided if the
Redemption Date is an interest payment date, interest will be payable to the
Holders in whose names the Securities are registered at the close of business
on the relevant record dates for payment of such interest.

SECTION 3.5.   Deposit of Redemption Price.

          The Company, prior to 11:00 a.m. New York City time, on the
Redemption Date, shall deposit with a Paying Agent (or, if the Company acts
as Paying Agent, shall segregate and hold in trust) money sufficient to pay
the Redemption Price of and accrued interest on all Securities to be redeemed
on that date, other than Securities or portions thereof called for redemption
on that date which have been delivered by the Company to the Trustee for
cancellation or have been converted.  The Paying Agent shall return to the
Company any money not required for that purpose because of the conversion of
Securities pursuant to Article 4 or, if such money is then held by the
Company in trust and is not required for such purpose, it shall be discharged
from the trust.

SECTION 3.6.   Securities Redeemed in Part.

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

SECTION 3.7.   Conversion Arrangement on Call for Redemption.

          In connection with any redemption of Securities, the Company may
arrange for the purchase and conversion of any Securities called for
redemption by an agreement with one or more investment bankers or other
purchasers to purchase such Securities by paying to a Paying Agent (other
than the Company or any of its Affiliates) in trust for the Holders, on or
before 11:00 a.m. New York City time on the Redemption Date, an amount that,
together with any amounts deposited with such Paying Agent by the Company for
the redemption of such Securities, is not less than the Redemption Price,
together with interest accrued to, but not including, the Redemption Date, of
such Securities.  Notwithstanding anything to the contrary contained in this
Article 3, the obligation of the Company to pay the Redemption Price of such
Securities, including all accrued interest, shall be deemed to be satisfied
and discharged to the extent such amount is so paid by such purchasers;
provided, however, that nothing in this Section 3.7 shall relieve the Company
of its obligation to pay the Redemption Price, plus accrued interest to but
excluding the relevant Redemption Date, on Securities called for redemption.
If such an agreement with one or more investment banks or other purchasers is
entered into, any Securities called for redemption and not surrendered for
conversion by the Holders thereof prior to the relevant Redemption Date may,
at the option of the Company upon written notice to the Trustee, be deemed,
to the fullest extent permitted by law, acquired by such purchasers from such
Holders and (notwithstanding anything to the contrary contained in Article 4)
surrendered by such purchasers for conversion, all as of 11:00 a.m. New York
City time on the Redemption Date, subject to payment of the above amount as
aforesaid.  The Paying Agent shall hold and pay to the Holders whose
Securities are selected for redemption any such amount paid to it for
purchase in the same manner as it would money deposited with it by the
Company for the redemption of Securities.  Without the Paying Agent's prior
written consent, no arrangement between the Company and such purchasers for
the purchase and conversion of any Securities shall increase or otherwise
affect any of the powers, duties, responsibilities or obligations of the
Paying Agent as set forth in this Indenture, and the Company agrees to
indemnify the Paying Agent from, and hold it harmless against, any loss,
liability or expense arising out of or in connection with any such
arrangement for the purchase and conversion of any Securities between the
Company and such purchasers, including the costs and expenses incurred by the
Paying Agent in the defense of any claim or liability arising out of or in
connection with the exercise or performance of any of its powers, duties,
responsibilities or obligations under this Indenture.

SECTION 3.8.   Purchase of Securities at Option of the Holder upon Change in
Control.

          (a)  If at any time that Securities remain outstanding there shall
occur a Change in Control, Securities shall be purchased by the Company at
the option of the Holders thereof as of the date that is 30 Business Days
after the occurrence of the Change in Control (the "Change in Control
Purchase Date") at a purchase price equal to the principal amount of the
Securities, plus accrued and unpaid interest to, but excluding, the Change in
Control Purchase Date (the "Change in Control Purchase Price"), subject to
satisfaction by or on behalf of any Holder of the requirements set forth in
subsection (c) of this Section 3.8.

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

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

          (2)  the Company consolidates with, or merges with or into, another
     Person or the Company sells, assigns, conveys, transfers, leases or
     otherwise disposes of all or substantially all of the assets of the
     Company, or any Person consolidates with, or merges with or into, the
     Company, in any such event other than pursuant to a transaction in which
     the Persons that "beneficially owned" (as defined below), directly or
     indirectly, shares of Voting Stock of the Company immediately prior to
     such transaction "beneficially own" (as defined below), directly or
     indirectly, shares of Voting Stock of the Company representing at least
     a majority of the total voting power of all outstanding classes of
     Voting Stock of the surviving or transferee Person; or

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

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

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

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

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

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

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

          (2)  the date by which the Change in Control Purchase Notice
     pursuant to this Section 3.8 must be given;

          (3)  the Change in Control Purchase Date;

          (4)  the Change in Control Purchase Price;

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

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

          (7)  the Conversion Price and any adjustments thereto;

          (8)  that Securities as to which a Change in Control Purchase
     Notice has been given may be converted into Common Stock pursuant to
     Article 4 of this Indenture only to the extent that the Change in
     Control Purchase Notice has been withdrawn in accordance with the terms
     of this Indenture;

          (9)  the procedures that the Holder must follow to exercise rights
     under this Section 3.8;

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

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

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

          (c)  A Holder may exercise its rights specified in subsection (a)
of this Section 3.8 upon delivery of a written notice (which shall be in
substantially the form included in Exhibit A hereto and which may be
delivered by letter, overnight courier, hand delivery, facsimile transmission
or in any other written form and, in the case of Global Securities, may be
delivered electronically or by other means in accordance with the
Depositary's customary procedures) of the exercise of such rights (a "Change
in Control Purchase Notice") to any Paying Agent at any time prior to the
close of business on the Business Day next preceding the Change in Control
Purchase Date.

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

          The Company shall purchase from the Holder thereof, pursuant to
this Section 3.8, a portion of a Security if the principal amount of such
portion is $1,000 or an integral multiple of $1,000.  Provisions of the
Indenture that apply to the purchase of all of a Security pursuant to
Sections 3.8 through 3.13 also apply to the purchase of such portion of such
Security.

          Notwithstanding anything herein to the contrary, any Holder
delivering to a Paying Agent the Change in Control Purchase Notice
contemplated by this subsection (c) shall have the right to withdraw such
Change in Control Purchase Notice in whole or in a portion thereof that is a
principal amount of $1,000 or in an integral multiple thereof at any time
prior to the close of business on the Business Day next preceding the Change
in Control Purchase Date by delivery of a written notice of withdrawal to the
Paying Agent in accordance with Section 3.9.

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

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

SECTION 3.9.   Effect of Change in Control Purchase Notice.

          Upon receipt by any Paying Agent of the Change in Control Purchase
Notice specified in Section 3.8(c), the Holder of the Security in respect of
which such Change in Control Purchase Notice was given shall (unless such
Change in Control Purchase Notice is withdrawn as specified below) thereafter
be entitled to receive the Change in Control Purchase Price with respect to
such Security.  Such Change in Control Purchase Price shall be paid to such
Holder promptly following the later of (a) the Change in Control Purchase
Date with respect to such Security (provided the conditions in Section 3.8(c)
have been satisfied) and (b) the time of delivery of such Security to a
Paying Agent by the Holder thereof in the manner required by Section 3.8(c).
Securities in respect of which a Change in Control Purchase Notice has been
given by the Holder thereof may not be converted into shares of Common Stock
on or after the date of the delivery of such Change in Control Purchase
Notice unless such Change in Control Purchase Notice has first been validly
withdrawn.

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

SECTION 3.10.  Deposit of Change in Control Purchase Price.

          On or before 11:00 a.m. New York City time on the Change in Control
Purchase Date, the Company shall deposit with the Trustee or with a Paying
Agent (other than the Company or an Affiliate of the Company) an amount of
money (in immediately available funds if deposited on such Business Day)
sufficient to pay the aggregate Change in Control Purchase Price of all the
Securities or portions thereof that are to be purchased as of such Change in
Control Purchase Date.  The manner in which the deposit required by this
Section 3.10 is made by the Company shall be at the option of the Company,
provided that such deposit shall be made in a manner such that the Trustee or
a Paying Agent shall have immediately available funds on the Change in
Control Purchase Date.

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

SECTION 3.11.  Securities Purchased in Part.

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

SECTION 3.12.  Compliance with Securities Laws upon Purchase of Securities.

          In connection with any offer to purchase or purchase of Securities
under Section 3.8, the Company shall (a) comply with Rule 13e-4 and Rule
14e-1 (or any successor to either such Rule), if applicable, under the
Exchange Act, (b) file the related Schedule TO (or any successor or similar
schedule, form or report) if required under the Exchange Act, and (c)
otherwise comply with all federal and state securities laws in connection
with such offer to purchase or purchase of Securities, all so as to permit
the rights of the Holders and obligations of the Company under Sections 3.8
through 3.11 to be exercised in the time and in the manner specified therein.

SECTION 3.13.  Repayment to the Company.

          To the extent that the aggregate amount of cash deposited by the
Company pursuant to Section 3.10 exceeds the aggregate Change in Control
Purchase Price together with interest, if any, thereon of the Securities or
portions thereof that the Company is obligated to purchase, then promptly
after the Change in Control Purchase Date the Trustee or a Paying Agent, as
the case may be, shall return any such excess cash (including any interest
thereon) to the Company.

                                  ARTICLE 4

                                 CONVERSION

SECTION 4.1.   Conversion Privilege.

          Subject to the further provisions of this Section 4.1, a Holder of
a Security may convert the principal amount of such Security (or any portion
thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof)
into Common Stock at any time prior to the close of business on the Final
Maturity Date, at the Conversion Price then in effect; provided, however,
that, if such Security is called for redemption or submitted or presented for
purchase pursuant to Article 3, such conversion right shall terminate at the
close of business on the Business Day immediately preceding the Redemption
Date or Change in Control Purchase Date, as the case may be, for such
Security or such earlier date as the Holder presents such Security for
redemption or for purchase (unless the Company shall Default in making the
redemption payment or Change in Control Purchase Price payment when due, in
which case the conversion right shall terminate at the close of business on
the date such Default is cured and such Security is redeemed or purchased, as
the case may be).  The number of shares of Common Stock issuable upon
conversion of a Security shall be determined by dividing the principal amount
of the Security or portion thereof surrendered for conversion by the
Conversion Price in effect on the Conversion Date.  The initial Conversion
Price is set forth in paragraph 8 of the Securities and is subject to
adjustment as provided in this Article 4.

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

          A Security in respect of which a Holder has delivered a Change in
Control Purchase Notice pursuant to Section 3.8(c) exercising the option of
such Holder to require the Company to purchase such Security may be converted
only if such Change in Control Purchase Notice is withdrawn by a written
notice of withdrawal delivered to a Paying Agent prior to the close of
business on the Business Day immediately preceding the Change in Control
Purchase Date in accordance with Section 3.9.

          A Holder of Securities is not entitled to any rights of a holder of
Common Stock until such Holder has converted its Securities to Common Stock,
and only to the extent such Securities are deemed to have been converted into
Common Stock pursuant to this Article 4.

SECTION 4.2.   Conversion Procedure.

          To convert a Security, a Holder must (a) complete and manually sign
the conversion notice on the back of the Security and deliver such notice to
a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c)
furnish appropriate endorsements and transfer documents if required by a
Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if
required.  The date on which the Holder satisfies all of those requirements
is the "Conversion Date." As soon as practicable after the Conversion Date,
the Company shall deliver to the Holder through a Conversion Agent a
certificate for the number of whole shares of Common Stock issuable upon the
conversion and cash in lieu of any fractional shares pursuant to Section 4.3.
Anything herein to the contrary notwithstanding, in the case of Global
Securities, conversion notices may be delivered and such Securities may be
surrendered for conversion in accordance with the Applicable Procedures as in
effect from time to time.

          The person in whose name the Common Stock certificate is registered
shall be deemed to be a stockholder of record on the Conversion Date;
provided, however, that no surrender of a Security on any date when the stock
transfer books of the Company shall be closed shall be effective to
constitute the person or persons entitled to receive the shares of Common
Stock upon such conversion as the record holder or holders of such shares of
Common Stock on such date, but such surrender shall be effective to
constitute the person or persons entitled to receive such shares of Common
Stock as the record holder or holders thereof for all purposes at the close
of business on the next succeeding day on which such stock transfer books are
open; provided, further, that such conversion shall be at the Conversion
Price in effect on the Conversion Date as if the stock transfer books of the
Company had not been closed.  Upon conversion of a Security, such person
shall no longer be a Holder of such Security.  No payment or adjustment will
be made for dividends or distributions on shares of Common Stock issued upon
conversion of a Security.

          Securities so surrendered for conversion (in whole or in part)
during the period from the close of business on any regular record date to
the opening of business on the next succeeding interest payment date
(excluding Securities or portions thereof called for redemption or presented
for purchase upon a Change in Control on a Redemption Date or Change in
Control Purchase Date, as the case may be, during the period beginning at the
close of business on a regular record date and ending at the opening of
business on the first Business Day after the next succeeding interest payment
date, or if such interest payment date is not a Business Day, the second such
Business Day) shall also be accompanied by payment in funds acceptable to the
Company of an amount equal to the interest payable on such interest payment
date on the principal amount of such Security then being converted, and such
interest shall be payable to such registered Holder notwithstanding the
conversion of such Security, subject to the provisions of this Indenture
relating to the payment of defaulted interest by the Company.  Except as
otherwise provided in this Section 4.2, no payment or adjustment will be made
for accrued interest on a converted Security.  If the Company defaults in the
payment of interest payable on such interest payment date, the Company shall
promptly repay such funds to such Holder.

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

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

SECTION 4.3.   Fractional Shares.

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

SECTION 4.4.   Taxes on Conversion.

          If a Holder converts a Security, the Company shall pay any
documentary, stamp or similar issue or transfer tax due on the issue of
shares of Common Stock upon such conversion.  However, the Holder shall pay
any such tax which is due because the Holder requests the shares to be issued
in a name other than the Holder's name.  The Conversion Agent may refuse to
deliver the certificate representing the Common Stock being issued in a name
other than the Holder's name until the Conversion Agent receives a sum
sufficient to pay any tax which will be due because the shares are to be
issued in a name other than the Holder's name.  Nothing herein shall preclude
any tax withholding required by law or regulation.

SECTION 4.5.   Company to Provide Stock.

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

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

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

SECTION 4.6.   Adjustment of Conversion Price.

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

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

          (b)  In case the Company shall issue rights or warrants to all or
substantially all holders of its Common Stock entitling them (for a period
commencing no earlier than the record date described below and expiring not
more than 60 days after such record date) to subscribe for or purchase shares
of Common Stock (or securities convertible into Common Stock) at a price per
share (or having a conversion price per share) less than the Current Market
Price Per Share of Common Stock on the record date for the determination of
stockholders entitled to receive such rights or warrants, the Conversion
Price in effect immediately prior thereto shall be adjusted so that the same
shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to such record date by a fraction of which (x) the
numerator shall be the number of shares of Common Stock outstanding on such
record date plus the number of shares which the aggregate offering price of
the total number of shares of Common Stock so offered (or the aggregate
conversion price of the convertible securities so offered, which shall be
determined by multiplying the number of shares of Common Stock issuable upon
conversion of such convertible securities by the conversion price per share
of Common Stock pursuant to the terms of such convertible securities) would
purchase at the Current Market Price Per Share of Common Stock on such record
date, and of which (y) the denominator shall be the number of shares of
Common Stock outstanding on such record date plus the number of additional
shares of Common Stock offered (or into which the convertible securities so
offered are convertible).  Such adjustment shall be made successively
whenever any such rights or warrants are issued, and shall become effective
immediately after such record date.  If at the end of the period during which
such rights or warrants are exercisable not all rights or warrants shall have
been exercised, the adjusted Conversion Price shall be immediately readjusted
to what it would have been based upon the number of additional shares of
Common Stock actually issued (or the number of shares of Common Stock
issuable upon conversion of convertible securities actually issued).

          (c)  In case the Company shall distribute to all or substantially
all holders of its Common Stock any shares of capital stock of the Company
(other than Common Stock), evidences of indebtedness or other non-cash assets
(including securities of any person other than the Company but excluding (1)
dividends or distributions paid exclusively in cash or (2) dividends or
distributions referred to in subsection (a) of this Section 4.6), or shall
distribute to all or substantially all holders of its Common Stock rights or
warrants to subscribe for or purchase any of its securities (excluding those
rights and warrants referred to in subsection (b) of this Section 4.6 and
also excluding the distribution of rights to all holders of Common Stock
pursuant to the adoption of a stockholders rights plan or the detachment of
such rights under the terms of such stockholder rights plan), then in each
such case the Conversion Price shall be adjusted so that the same shall equal
the price determined by multiplying the current Conversion Price by a
fraction of which the numerator shall be the Current Market Price Per Share
of the Common Stock on the record date mentioned below less the fair market
value on such record date (as reasonably determined in good faith by the
Board of Directors, whose determination shall be conclusive evidence of such
fair market value and which shall be evidenced by an Officers' Certificate
delivered to the Trustee) of the portion of the capital stock, evidences of
indebtedness or other non-cash assets so distributed or of such rights or
warrants applicable to one share of Common Stock (determined on the basis of
the number of shares of Common Stock outstanding on the record date), and of
which the denominator shall be the Current Market Price Per Share of the
Common Stock on such record date.  Such adjustment shall be made successively
whenever any such distribution is made and shall become effective immediately
after the record date for the determination of shareholders entitled to
receive such distribution.

          (d)  In case the Company shall, by dividend or otherwise, at any
time distribute (a "Triggering Distribution") to all or substantially all
holders of its Common Stock cash in an aggregate amount that, together with
the aggregate amount of (A) any cash and the fair market value (as reasonably
determined in good faith by the Board of Directors, whose determination shall
be conclusive evidence thereof and which shall be evidenced by an Officers'
Certificate delivered to the Trustee) of any other consideration payable in
respect of any tender offer by the Company or a Subsidiary of the Company for
Common Stock consummated within the 12 months preceding the date of payment
of the Triggering Distribution and in respect of which no Conversion Price
adjustment pursuant to this Section 4.6 has been made and (B) all other cash
distributions to all or substantially all holders of its Common Stock made
within the 12 months preceding the date of payment of the Triggering
Distribution and in respect of which no Conversion Price adjustment pursuant
to this Section 4.6 has been made, exceeds an amount equal to 10.0% of the
product of the Current Market Price Per Share of Common Stock on the Business
Day (the "Determination Date") immediately preceding the day on which such
Triggering Distribution is declared by the Company multiplied by the number
of shares of Common Stock outstanding on the Determination Date (excluding
shares held in the treasury of the Company), the Conversion Price shall be
reduced so that the same shall equal the price determined by multiplying such
Conversion Price in effect immediately prior to the Determination Date by a
fraction of which the numerator shall be the Current Market Price Per Share
of the Common Stock on the Determination Date less the sum of the aggregate
amount of cash and the aggregate fair market value (as reasonably determined
in good faith by the Board of Directors, whose determination shall be
conclusive evidence of such fair market value and which shall be evidenced by
an Officers' Certificate delivered to the Trustee) of any such other
consideration so distributed, paid or payable within such 12 months
(including, without limitation, the Triggering Distribution) applicable to
one share of Common Stock (determined on the basis of the number of shares of
Common Stock outstanding on the Determination Date) and the denominator shall
be such Current Market Price Per Share of the Common Stock on the
Determination Date, such reduction to become effective immediately prior to
the opening of business on the day following the date on which the Triggering
Distribution is paid.

          (e)  (1)  In case any tender offer made by the Company or any of
its Subsidiaries for Common Stock shall expire and such tender offer (as
amended upon the expiration thereof) shall involve the payment of aggregate
consideration in an amount (determined as the sum of the aggregate amount of
cash consideration and the aggregate fair market value (as reasonably
determined in good faith by the Board of Directors, whose determination shall
be conclusive evidence thereof and which shall be evidenced by an Officers'
Certificate delivered to the Trustee thereof) of any other consideration)
that, together with the aggregate amount of (A) any cash and the fair market
value (as reasonably determined in good faith by the Board of Directors,
whose determination shall be conclusive evidence thereof and which shall be
evidenced by an Officers' Certificate delivered to the Trustee) of any other
consideration payable in respect of any other tender offers by the Company or
any Subsidiary of the Company for Common Stock consummated within the 12
months preceding the date of the Expiration Date (as defined below) and in
respect of which no Conversion Price adjustment pursuant to this Section 4.6
has been made and (B) all cash distributions to all or substantially all
holders of its Common Stock made within the 12 months preceding the
Expiration Date and in respect of which no Conversion Price adjustment
pursuant to this Section 4.6 has been made, exceeds an amount equal to 10.0%
of the product of the Current Market Price Per Share of Common Stock as of
the last date (the "Expiration Date") tenders could have been made pursuant
to such tender offer (as it may be amended) (the last time at which such
tenders could have been made on the Expiration Date is hereinafter sometimes
called the "Expiration Time") multiplied by the number of shares of Common
Stock outstanding (including tendered shares but excluding any shares held in
the treasury of the Company) at the Expiration Time, then, immediately prior
to the opening of business on the day after the Expiration Date, the
Conversion Price shall be reduced so that the same shall equal the price
determined by multiplying the Conversion Price in effect immediately prior to
close of business on the Expiration Date by a fraction of which the numerator
shall be the product of the number of shares of Common Stock outstanding
(including tendered shares but excluding any shares held in the treasury of
the Company) at the Expiration Time multiplied by the Current Market Price
Per Share of the Common Stock on the Trading Day next succeeding the
Expiration Date and the denominator shall be the sum of (x) the aggregate
consideration (determined as aforesaid) payable to stockholders based on the
acceptance (up to any maximum specified in the terms of the tender offer) of
all shares validly tendered and not withdrawn as of the Expiration Time (the
shares deemed so accepted, up to any such maximum, being referred to as the
"Purchased Shares") and (y) the product of the number of shares of Common
Stock outstanding (less any Purchased Shares and excluding any shares held in
the treasury of the Company) at the Expiration Time and the Current Market
Price Per Share of Common Stock on the Trading Day next succeeding the
Expiration Date, such reduction to become effective immediately prior to the
opening of business on the day following the Expiration Date.  In the event
that the Company is obligated to purchase shares pursuant to any such tender
offer, but the Company is permanently prevented by applicable law from
effecting any or all such purchases or any or all such purchases are
rescinded, the Conversion Price shall again be adjusted to be the Conversion
Price which would have been in effect based upon the number of shares
actually purchased.  If the application of this Section 4.6(e) to any tender
offer would result in an increase in the Conversion Price, no adjustment
shall be made for such tender offer under this Section 4.6(e).

          (2)  For purposes of Section 4.6(d) and 4.6(e), the term "tender
offer" shall mean and include both tender offers and exchange offers (within
the meaning of U.S. Federal securities laws), all references to "purchases"
of shares in tender offers (and all similar references) shall mean and
include both the purchase of shares in tender offers and the acquisition of
shares pursuant to exchange offers, and all references to "tendered shares"
(and all similar references) shall mean and include shares tendered in both
tender offers and exchange offers.

          (f)  For the purpose of any computation under subsections (b), (c),
(d) and (e) of this Section 4.6, the current market price per share of Common
Stock (the "Current Market Price Per Share") on any date shall be deemed to
be the average of the daily Closing Prices for the 30 consecutive Trading
Days commencing 45 Trading Days before (i) the Determination Date or the
Expiration Date, as the case may be, with respect to distributions or tender
offers under subsection (e) of this Section 4.6 or (ii) the record date with
respect to distributions, issuances or other events requiring such
computation under subsection (b), (c) or (d) of this Section 4.6.  The
Closing Price for each day (the "Closing Price") shall be the last reported
sales price or, in case no such reported sale takes place on such date, the
average of the reported closing bid and asked prices in either case on the
New York Stock Exchange (the "NYSE")  or the Nasdaq National Market (the
"NNM"), as applicable, or, if the Common Stock is not listed or admitted to
trading on the NYSE or the NNM, the principal national securities exchange or
quotation system on which the Common Stock is quoted or listed or admitted to
trading or, if not quoted or listed or admitted to trading on any national
securities exchange or quotation system, the closing sales price or, in case
no reported sale takes place, the average of the closing bid and asked
prices, as furnished by any two members of the National Association of
Securities Dealers, Inc. selected from time to time by the Company for that
purpose.  If no such prices are available, the Current Market Price Per Share
shall be the fair value of a share of Common Stock as reasonably determined
in good faith by the Board of Directors (which shall be evidenced by an
Officers' Certificate delivered to the Trustee).

          (g)  In any case in which this Section 4.6 shall require that an
adjustment be made following a record date or a Determination Date or
Expiration Date, as the case may be, established for purposes of this Section
4.6, the Company may elect to defer (but only until five Business Days
following the filing by the Company with the Trustee of the certificate
described in Section 4.9) issuing to the Holder of any Security converted
after such record date or Determination Date or Expiration Date the shares of
Common Stock and other capital stock of the Company issuable upon such
conversion over and above the shares of Common Stock and other capital stock
of the Company issuable upon such conversion only on the basis of the
Conversion Price prior to adjustment; and, in lieu of the shares the issuance
of which is so deferred, the Company shall issue or cause its transfer agents
to issue due bills or other appropriate evidence prepared by the Company of
the right to receive such shares.  If any distribution in respect of which an
adjustment to the Conversion Price is required to be made as of the record
date or Determination Date or Expiration Date therefor is not thereafter made
or paid by the Company for any reason, the Conversion Price shall be
readjusted to the Conversion Price which would then be in effect if such
record date had not been fixed or such effective date or Determination Date
or Expiration Date had not occurred.

SECTION 4.7.   No Adjustment.

          No adjustment in the Conversion Price shall be required unless the
adjustment would require an increase or decrease of at least 1% in the
Conversion Price as last adjusted; provided, however, that any adjustments
which by reason of this Section 4.7 are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.  All
calculations under this Article 4 shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be.

          No adjustment need be made for issuances of Common Stock pursuant
to a Company plan for reinvestment of dividends or interest or for a change
in the par value or a change to no par value of the Common Stock.

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

SECTION 4.8.   Adjustment for Tax Purposes.

          The Company shall be entitled to make such reductions in the
Conversion Price, in addition to those required by Section 4.6, as it in its
discretion shall determine to be advisable in order that any stock dividends,
subdivisions of shares, distributions of rights to purchase stock or
securities or distributions of securities convertible into or exchangeable
for stock hereafter made by the Company to its stockholders shall not be
taxable.

SECTION 4.9.   Notice of Adjustment.

          Whenever the Conversion Price or conversion privilege is adjusted,
the Company shall promptly mail to Securityholders a notice of the adjustment
and file with the Trustee an Officers' Certificate briefly stating the facts
requiring the adjustment and the manner of computing it.  Unless and until
the Trustee shall receive an Officers' Certificate setting forth an
adjustment of the Conversion Price, the Trustee may assume without inquiry
that the Conversion Price has not been adjusted and that the last Conversion
Price of which it has knowledge remains in effect.

SECTION 4.10.  Notice of Certain Transactions.

          In the event that:

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

          (2)  the Company consolidates or merges with, or transfers all or
     substantially all of its property and assets to, another corporation and
     shareholders of the Company must approve the transaction; or

          (3)  there is a dissolution or liquidation of the Company,

          the Company shall mail to Holders and file with the Trustee a
notice stating the proposed record or effective date, as the case may be.
The Company shall mail the notice at least ten days before such date.
Failure to mail such notice or any defect therein shall not affect the
validity of any transaction referred to in clause (1), (2) or (3) of this
Section 4.10.

SECTION 4.11.  Effect of Reclassification, Consolidation, Merger or Sale on
Conversion Privilege.

          If any of the following shall occur, namely:  (a) any
reclassification or change of shares of Common Stock issuable upon conversion
of the Securities (other than a change in par value, or from par value to no
par value, or from no par value to par value, or as a result of a subdivision
or combination, or any other change for which an adjustment is provided in
Section 4.6); (b) any consolidation or merger or combination to which the
Company is a party other than a merger in which the Company is the continuing
corporation and which does not result in any reclassification of, or change
(other than in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination) in,
outstanding shares of Common Stock; or (c) any sale or conveyance as an
entirety or substantially as an entirety of the property and assets of the
Company, directly or indirectly, to any person, then the Company, or such
successor, purchasing or transferee corporation, as the case may be, shall,
as a condition precedent to such reclassification, change, combination,
consolidation, merger, sale or conveyance, execute and deliver to the Trustee
a supplemental indenture providing that the Holder of each Security then
outstanding shall have the right to convert such Security into the kind and
amount of shares of stock and other securities and property (including cash)
receivable upon such reclassification, change, combination, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common
Stock deliverable upon conversion of such Security immediately prior to such
reclassification, change, combination, consolidation, merger, sale or
conveyance.  Such supplemental indenture shall provide for adjustments of the
Conversion Price which shall be as nearly equivalent as may be practicable to
the adjustments of the Conversion Price provided for in this Article 4.  If,
in the case of any such consolidation, merger, combination, sale or
conveyance, the stock or other securities and property (including cash)
receivable thereupon by a holder of Common Stock include shares of stock or
other securities and property of a person other than the successor,
purchasing or transferee corporation, as the case may be, in such
consolidation, merger, combination, sale or conveyance, then such
supplemental indenture shall also be executed by such other person and shall
contain such additional provisions to protect the interests of the Holders of
the Securities as the Board of Directors shall reasonably consider necessary
by reason of the foregoing.  The provisions of this Section 4.11 shall
similarly apply to successive reclassifications, changes, combinations,
consolidations, mergers, sales or conveyances.

          In the event the Company shall execute a supplemental indenture
pursuant to this Section 4.11, the Company shall promptly file with the
Trustee (x) an Officers' Certificate briefly stating the reasons therefor,
the kind or amount of shares of stock or other securities or property
(including cash) receivable by Holders of the Securities upon the conversion
of their Securities after any such reclassification, change, combination,
consolidation, merger, sale or conveyance, any adjustment to be made with
respect thereto and that all conditions precedent have been complied with and
(y) an Opinion of Counsel that all conditions precedent have been complied
with, and shall promptly mail notice thereof to all Holders.

SECTION 4.12.  Trustee's Disclaimer.

          The Trustee shall have no duty to determine when an adjustment
under this Article 4 should be made, how it should be made or what such
adjustment should be, but may accept as conclusive evidence of that fact or
the correctness of any such adjustment, and shall be protected in relying
upon, an Officers' Certificate including the Officers' Certificate with
respect thereto which the Company is obligated to file with the Trustee
pursuant to Section 4.9.  The Trustee makes no representation as to the
validity or value of any securities or assets issued upon conversion of
Securities, and the Trustee shall not be responsible for the Company's
failure to comply with any provisions of this Article 4.

          The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture
executed pursuant to Section 4.11, but may accept as conclusive evidence of
the correctness thereof, and shall be fully protected in relying upon, the
Officers' Certificate with respect thereto which the Company is obligated to
file with the Trustee pursuant to Section 4.11.

SECTION 4.13.  Voluntary Reduction.

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

                                  ARTICLE 5

                               SUBORDINATION

SECTION 5.1.   Agreement of Subordination.

          The Company covenants and agrees, and each Holder of Securities
issued hereunder by its acceptance thereof likewise covenants and agrees,
that all Securities shall be issued subject to the provisions of this Article
5; and each Person holding any Security, whether upon original issue or upon
transfer, assignment or exchange thereof, accepts and agrees to be bound by
such provisions.

          The payment of the principal of, premium, if any, and interest
(including Additional Interest, if any) on all Securities (including, but not
limited to, the Redemption Price with respect to the Securities called for
redemption or the Change in Control Purchase Price with respect to the
Securities subject to purchase in accordance with Article 3 as provided in
this Indenture) issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and subject in right of payment to the
prior payment in full in cash or payment satisfactory to the holders of
Senior Indebtedness of all Senior Indebtedness, whether outstanding at the
date of this Indenture or thereafter incurred.

          No provision of this Article 5 shall prevent the occurrence of any
Default or Event of Default hereunder.

SECTION 5.2.   Payments to Holders.

          No payment shall be made with respect to the principal of, or
premium, if any, or interest (including Additional Interest, if any) on the
Securities (including, but not limited to, the Redemption Price with respect
to the Securities to be called for redemption or the Change in Control
Purchase Price with respect to the Securities subject to purchase in
accordance with Article 3 as provided in this Indenture), except payments and
distributions made by the Trustee as permitted by the first or second
paragraph of Section 5.5, if:

          (i) a default in the payment of principal, premium, interest, rent
     or other obligations due on any Designated Senior Indebtedness occurs
     and is continuing (or, in the case of Designated Senior Indebtedness for
     which there is a period of grace, in the event of such a default that
     continues beyond the period of grace, if any, specified in the
     instrument or lease evidencing such Designated Senior Indebtedness),
     unless and until such default shall have been cured or waived or shall
     have ceased to exist; or

          (ii) a default, other than a payment default, on a Designated
     Senior Indebtedness occurs and is continuing that then permits holders
     of such Designated Senior Indebtedness to accelerate its maturity and
     the Trustee receives a notice of the default (a "Payment Blockage
     Notice") from a Representative or holder of Designated Senior
     Indebtedness.

          Subject to the provisions of Section 5.5, if the Trustee receives
any Payment Blockage Notice pursuant to clause (ii) above, no subsequent
Payment Blockage Notice shall be effective for purposes of this Section
unless and until at least 365 days shall have elapsed since the initial
effectiveness of the immediately prior Payment Blockage Notice.  No
nonpayment default that existed or was continuing on the date of delivery of
any Payment Blockage Notice to the Trustee (unless such default was waived,
cured or otherwise ceased to exist and thereafter subsequently reoccurred)
shall be, or be made, the basis for a subsequent Payment Blockage Notice.

          The Company may and shall resume payments on and distributions in
respect of the Securities upon the earlier of:

          (a)  the date upon which the default is cured or waived or ceases
     to exist, or

          (b)  in the case of a default referred to in clause (ii) above, 179
     days pass after a Payment Blockage Notice is received, unless this
     Article 5 otherwise prohibits the payment or distribution at the time of
     such payment or distribution.

          Upon any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization
of the Company (whether voluntary or involuntary) or in bankruptcy,
insolvency, receivership or similar proceedings, all amounts due or to become
due upon all Senior Indebtedness shall first be paid in full in cash, or
other payments satisfactory to the holders of Senior Indebtedness, before any
payment is made on account of the principal of, premium, if any, or interest
(including Additional Interest, if any) on the Securities (except payments
made pursuant to Article 10 from monies deposited with the Trustee pursuant
thereto prior to commencement of proceedings for such dissolution,
winding-up, liquidation or reorganization); and upon any such dissolution or
winding-up or liquidation or reorganization of the Company or bankruptcy,
insolvency, receivership or other proceeding, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities, to which the Holders of the Securities or the
Trustee would be entitled, except for the provision of this Article 5, shall
(except as aforesaid) be paid by the Company or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the Holders of the Securities or by the Trustee under
this Indenture if received by them or it, directly to the holders of Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts
of Senior Indebtedness held by such holders, or as otherwise required by law
or a court order) or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing any Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay all Senior Indebtedness
in full in cash, or other payment satisfactory to the holders of 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 Securities or to the Trustee.

          For purposes of this Article 5, the words, "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this
Article 5 with respect to the Securities to the payment of all Senior
Indebtedness which may at the time be outstanding; provided that (i) the
Senior Indebtedness is assumed by the new corporation, if any, resulting from
any reorganization or readjustment, and (ii) the rights of the holders of
Senior Indebtedness (other than leases which are not assumed by the Company
or the new corporation, as the case may be) are not, without the consent of
such Holders, altered by such reorganization or readjustment.  The
consolidation of the Company with, or the merger of the Company into, another
corporation or the liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided for
in Article 7 shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section 5.2 if such other corporation
shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the conditions stated in Article 7.

          In the event of the acceleration of the Securities because of an
Event of Default, no payment or distribution shall be made to the Trustee or
any Holder of Securities in respect of the principal of, premium, if any, or
interest (including Additional Interest, if any) on the Securities
(including, but not limited to, the Redemption Price with respect to the
Securities called for redemption or the Change in Control Purchase Price with
respect to the Securities subject to purchase in accordance with Article 3 as
provided in this Indenture), except payments and distributions made by the
Trustee as permitted by the first or second paragraph of Section 5.5, until
all Senior Indebtedness has been paid in full in cash or other payment
satisfactory to the holders of Senior Indebtedness or such acceleration is
rescinded in accordance with the terms of this Indenture.

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

          Nothing in this Section 5.2 shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 9.7.  This Section 5.2 shall be
subject to the further provisions of Section 5.5.

SECTION 5.3.   Subrogation of Securities.

          Subject to the payment in full, in cash or other payment
satisfactory to the holders of Senior Indebtedness, of all Senior
Indebtedness, the rights of the Holders of the Securities 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 5 (equally and
ratably with the holders of all indebtedness of the Company which by its
express terms is subordinated to other indebtedness of the Company to
substantially the same extent as the Securities are subordinated and is
entitled to like rights of subrogation) to the rights of the holders of
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Indebtedness until the
principal, premium, if any, and interest (including Additional Interest, if
any) on the Securities shall be paid in full in cash or other payment
satisfactory to the holders of Senior Indebtedness; and, for the purposes of
such subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article 5, and no payment over pursuant to the provisions of this Article 5,
to or for the benefit of the holders of Senior Indebtedness by Holders of the
Securities or the Trustee, shall, as between the Company, its creditors other
than holders of Senior Indebtedness, and the Holders of the Securities, be
deemed to be a payment by the Company to or on account of the Senior
Indebtedness; and no payments or distributions of cash, property or
securities to or for the benefit of the Holders of the Securities pursuant to
the subrogation provisions of this Article 5, which would otherwise have been
paid to the holders of Senior Indebtedness shall be deemed to be a payment by
the Company to or for the account of the Securities.  It is understood that
the provisions of this Article 5 are and are intended solely for the purposes
of defining the relative rights of the Holders of the Securities, on the one
hand, and the holders of the Senior Indebtedness, on the other hand.

          Nothing contained in this Article 5 or elsewhere in this Indenture
or in the Securities is intended to or shall impair, as among the Company,
its creditors other than the holders of Senior Indebtedness, and the Holders
of the Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Securities the principal of (and
premium, if any) and interest on the Securities as and when the same shall
become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the Holders of the Securities and
creditors of the Company other than the holders of the Senior Indebtedness,
nor shall anything herein or therein prevent the Trustee or the Holder of any
Security from exercising all remedies otherwise permitted by applicable law
upon Default under this Indenture, subject to the rights, if any, under this
Article 5 of the holders of Senior Indebtedness in respect of cash, property
or securities of the Company received upon the exercise of any such remedy.

          Upon any payment or distribution of assets of the Company referred
to in this Article 5, the Trustee, subject to the provisions of Section 9.1,
and the Holders of the Securities shall be entitled to rely upon any order or
decree made by any court of competent jurisdiction in which such bankruptcy,
dissolution, winding-up, liquidation or reorganization proceedings are
pending, or a certificate of the receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making such payment or distribution, delivered
to the Trustee or to the Holders of the Securities, for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon and all other facts pertinent thereto or to
this Article 5.

SECTION 5.4.   Authorization to Effect Subordination.

          Each Holder of a Security by the Holder's acceptance thereof
authorizes and directs the Trustee on the Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination as
provided in this Article 5 and appoints the Trustee to act as the Holder's
attorney-in-fact for any and all such purposes.  If the Trustee does not file
a proper proof of claim or proof of debt in the form required in any
proceeding referred to in Section 5.3 hereof at least 30 days before the
expiration of the time to file such claim, the holders of any Senior
Indebtedness or their representatives are hereby authorized to file an
appropriate claim for and on behalf of the Holders of the Securities.

SECTION 5.5.   Notice to Trustee.

          The Company shall give prompt written notice in the form of an
Officers' Certificate to a Trust Officer of the Trustee and to any Paying
Agent of any fact known to the Company which would prohibit the making of any
payment of monies to or by the Trustee or any Paying Agent in respect of the
Securities pursuant to the provisions of this Article 5.  Notwithstanding the
provisions of this Article 5 or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts
which would prohibit the making of any payment of monies to or by the Trustee
in respect of the Securities pursuant to the provisions of this Article 5,
unless and until a Trust Officer of the Trustee shall have received written
notice thereof at the Corporate Trust Office from the Company (in the form of
an Officers' Certificate) or a Representative or a holder or holders of
Senior Indebtedness; and before the receipt of any such written notice, the
Trustee, subject to the provisions of Section 9.1, shall be entitled in all
respects to assume that no such facts exist; provided that if on a date not
fewer than one Business Day prior to the date upon which by the terms hereof
any such monies may become payable for any purpose (including, without
limitation, the payment of the principal of, or premium, if any, or interest
on any Security) the Trustee shall not have received, with respect to such
monies, the notice provided for in this Section 5.5, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power
and authority to receive such monies and to apply the same to the purpose for
which they were received, and shall not be affected by any notice to the
contrary which may be received by it on or after such prior date.
Notwithstanding anything in this Article 5 to the contrary, nothing shall
prevent any payment by the Trustee to the Holders of monies deposited with it
pursuant to Article 10, and any such payment shall not be subject to the
provisions of Article 5.

          The Trustee, subject to the provisions of Section 9.1, shall be
entitled to rely on the delivery to it of a written notice by a
Representative or a person representing himself to be a holder of Senior
Indebtedness to establish that such notice has been given by a Representative
or a holder of Senior Indebtedness.  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 5, 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 5,
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 5.6.   Trustee's Relation to Senior Indebtedness.

          The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article 5 in respect of any Senior Indebtedness at
any time held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in Section 9.11 or elsewhere in this Indenture
shall deprive the Trustee of any of its rights as such holder.

          With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article 5, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee.  The Trustee shall not
be deemed to owe any fiduciary duty to the holders of Senior Indebtedness
and, subject to the provisions of Section 9.1, the Trustee shall not be
liable to any holder of Senior Indebtedness if it shall pay over or deliver
to Holders of Securities, the Company or any other person money or assets to
which any holder of Senior Indebtedness shall be entitled by virtue of this
Article 5 or otherwise.

SECTION 5.7.   No Impairment of Subordination.

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

SECTION 5.8.   Certain Conversions Deemed Payment.

          For the purposes of this Article 5 only, (1) the issuance and
delivery of junior securities upon conversion of Securities in accordance
with Article 4 shall not be deemed to constitute a payment or distribution on
account of the principal of (or premium, if any) or interest on Securities or
on account of the purchase or other acquisition of Securities, and (2) the
payment, issuance or delivery of cash (except in satisfaction of fractional
shares pursuant to Section 4.3), property or securities (other than junior
securities) upon conversion of a Security shall be deemed to constitute
payment on account of the principal of such Security.  For the purposes of
this Section 5.8, the term "junior securities" means (a) shares of any stock
of any class of the Company, or (b) securities of the Company which are
subordinated in right of payment to all Senior Indebtedness which may be
outstanding at the time of issuance or delivery of such securities to
substantially the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article.  Nothing contained in this
Article 5 or elsewhere in this Indenture or in the Securities is intended to
or shall impair, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders, the right, which is absolute and
unconditional, of the Holder of any Security to convert such Security in
accordance with Article 4.

SECTION 5.9.   Article Applicable to Paying Agents.

          If at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee;
provided, however, that the first paragraph of Section 5.5 shall not apply to
the Company or any Affiliate of the Company if it or such Affiliate acts as
Paying Agent.

SECTION 5.10.  Senior Indebtedness Entitled to Rely.

          The holders of Senior Indebtedness (including, without limitation,
Designated Senior Indebtedness) shall have the right to rely upon this
Article 5, and no amendment or modification of the provisions contained
herein shall diminish the rights of any such holder except in accordance with
the last paragraph of Section 11.2.

                                  ARTICLE 6

                                 COVENANTS

SECTION 6.1.   Payment of Securities.

          The Company shall promptly make all payments in respect of the
Securities on the dates and in the manner provided in the Securities and this
Indenture.  An installment of principal or interest or Additional Interest,
if any, shall be considered paid on the date it is due if the Paying Agent
(other than the Company) holds by 11:00 a.m., New York City time, on that
date money, deposited by the Company or an Affiliate thereof, sufficient to
pay the installment.  The Company shall, to the fullest extent permitted by
law, pay interest on overdue principal (including premium, if any) and
overdue installments of interest at the rate borne by the Securities per
annum.

          Payment of the principal of (and premium, if any) and any interest
on the Securities shall be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York
(which shall initially be United States Trust Company of New York at its
office specified in Section 12.2) or at the Corporate Trust Office of the
Trustee 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 may
be made by check mailed to the address of the Person entitled thereto as such
address appears in the Register; provided further that a Holder with an
aggregate principal amount in excess of $2,000,000 will be paid by wire
transfer in immediately available funds at the election of such Holder.

SECTION 6.2.   SEC Reports.

          The Company shall file all reports and other information and
documents which it is required to file with the SEC pursuant to Section 13 or
15(d) of the Exchange Act, and within 15 days after it files them with the
SEC, the Company shall file copies of all such reports, information and other
documents with the Trustee.

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

SECTION 6.3.   Compliance Certificates.

          The Company shall deliver to the Trustee, within 90 days after the
end of each fiscal year of the Company (beginning with the fiscal year ending
February 3, 2002), an Officers' Certificate as to the signers' knowledge of
the Company's compliance with all conditions and covenants on its part
contained in this Indenture and stating whether or not the signers know of
any Default or Event of Default.  If such signers know of such a Default or
Event of Default, the Officers' Certificate shall describe the Default or
Event of Default and the efforts to remedy the same.  For the purposes of
this Section 6.3, compliance shall be determined without regard to any grace
period or requirement of notice provided pursuant to the terms of this
Indenture.

SECTION 6.4.   Further Instruments and Acts.

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

SECTION 6.5.   Maintenance of Corporate Existence.

          Subject to Article 7, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence.

SECTION 6.6.   Rule 144A Information Requirement.

          Within the period prior to the expiration of the holding period
applicable to sales thereof under Rule 144(k) under the Securities Act (or
any successor provision), the Company covenants and agrees that it shall,
during any period in which it is not subject to Section 13 or 15(d) under the
Exchange Act, make available to any Holder or beneficial holder of Securities
or any Common Stock issued upon conversion thereof which continue to be
Restricted Securities in connection with any sale thereof and any prospective
purchaser of Securities or such Common Stock designated by such Holder or
beneficial holder, the information required pursuant to Rule 144A(d)(4) under
the Securities Act upon the request of any Holder or beneficial holder of the
Securities or such Common Stock and it will take such further action as any
Holder or beneficial holder of such Securities or such Common Stock may
reasonably request, all to the extent required from time to time to enable
such Holder or beneficial holder to sell its Securities or Common Stock
without registration under the Securities Act within the limitation of the
exemption provided by Rule 144A, as such Rule may be amended from time to
time.  Upon the request of any Holder or any beneficial holder of the
Securities or such Common Stock, the Company will deliver to such Holder a
written statement as to whether it has complied with such requirements.

SECTION 6.7.   Stay, Extension and Usury Laws.

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

SECTION 6.8.   Payment of Additional Interest.

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

                                  ARTICLE 7

            CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 7.1.   Company May Consolidate, Etc., Only on Certain Terms.

          The Company shall not consolidate with or merge into any other
Person (in a transaction in which the Company is not the surviving
corporation) or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, unless:

          (1)  in case the Company shall consolidate with or merge into
     another Person (in a transaction in which the Company is not the
     surviving corporation) or convey, transfer or lease its properties and
     assets substantially as an entirety to any Person, the Person 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 or limited liability company organized and validly
     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 any premium and interest on all the Securities and the
     performance or observance of every covenant of this Indenture on the
     part of the Company to be performed or observed and the conversion
     rights shall be provided for in accordance with Article 4, by
     supplemental indenture satisfactory in form to the Trustee, executed and
     delivered to the Trustee, by the Person (if other than the Company)
     formed by such consolidation or into which the Company shall have been
     merged or by the Person which shall have acquired the Company's assets;

          (2)  immediately after giving effect to such transaction, no
     Default or Event of Default shall have happened and be continuing; and

          (3)  the Company has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger, conveyance, transfer or lease and, if a
     supplemental indenture is required in connection with such transaction,
     such supplemental indenture comply with this Article and that all
     conditions precedent herein provided for relating to such transaction
     have been complied with.

SECTION 7.2.   Successor Substituted.

          Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in
accordance with Section 7.1, the successor Person 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 as if such successor Person had been named as
the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.

                                  ARTICLE 8

                            DEFAULT AND REMEDIES

SECTION 8.1.   Events of Default.

          An "Event of Default" shall occur if:

          (1)  the Company defaults in the payment of any interest or
     Additional Interest, if any, payable to all holders of Registrable
     Securities (as defined in the Registration Rights Agreement) on any
     Security when the same becomes due and payable and the default continues
     for a period of 30 days, whether or not such payment shall be prohibited
     by the provisions of Article 5 hereof;

          (2)  the Company defaults in the payment of any principal of
     (including, without limitation, any premium, if any, on) any Security
     when the same becomes due and payable (whether at maturity, upon
     redemption, on a Change in Control Purchase Date or otherwise), whether
     or not such payment shall be prohibited by the provisions of Article 5
     hereof;

          (3)  the Company fails to comply with any of its other agreements
     contained in the Securities or this Indenture and the default continues
     for the period and after the notice specified below;

          (4)  the Company fails to give notice to the Trustee and each
     Holder of a Change in Control in accordance with Section 3.8(b);

          (5)  the Company pursuant to or within the meaning of any
     Bankruptcy Law:

               (i)  commences a voluntary case or proceeding;

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

               (iii)     consents to the appointment of a Custodian of it or
          for all or substantially all of its property; or

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

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

               (i)  is for relief against the Company in an involuntary case
          or proceeding;

               (ii) appoints a Custodian of the Company or for all or
          substantially all of the property of the Company; or

               (iii)     orders the liquidation of the Company;

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

          The term "Bankruptcy Law" means Title 11 of the United States Code
(or any successor thereto) or any similar federal or state law for the relief
of debtors.  The term "Custodian" means any receiver, trustee, assignee,
liquidator, sequestrator or similar official under any Bankruptcy Law.

          A Default under clause (3) above is not an Event of Default until
the Trustee notifies the Company, or the Holders of at least 25% in aggregate
principal amount of the Securities then outstanding notify the Company and
the Trustee, of the Default, and the Company does not cure the Default within
60 days after receipt of such notice.  The notice given pursuant to this
Section 8.1 must specify the Default, demand that it be remedied and state
that the notice is a "Notice of Default." When any Default under this Section
8.1 is cured, it ceases.

          The Trustee shall not be charged with knowledge of any Event of
Default unless written notice thereof shall have been given to a Trust
Officer at the Corporate Trust Office of the Trustee by the Company, a Paying
Agent, any Holder or any agent of any Holder.

SECTION 8.2.   Acceleration.

          If an Event of Default (other than an Event of Default specified in
clause (5) or (6) of Section 8.1) occurs and is continuing, the Trustee may,
by notice to the Company, or the Holders of at least 25% in aggregate
principal amount of the Securities then outstanding may, by notice to the
Company and the Trustee, declare all unpaid principal on the Securities then
outstanding (if not then due and payable) to be due and payable upon any such
declaration, and the same shall become and be immediately due and payable.
If an Event of Default specified in clause (5) or (6) of Section 8.1 occurs,
all unpaid principal of the Securities then outstanding 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.  The Holders of a majority in
aggregate principal amount of the Securities then outstanding by notice to
the Trustee may rescind an acceleration and its consequences if (a) all
existing Events of Default, other than the nonpayment of the principal of the
Securities which has become due solely by such declaration of acceleration,
have been cured or waived; (b) to the extent the payment of such interest is
lawful, interest (calculated at the rate per annum borne by the Securities)
on overdue installments of interest and overdue principal, which has become
due otherwise than by such declaration of acceleration, has been paid; (c)
the rescission would not conflict with any judgment or decree of a court of
competent jurisdiction; and (d) all payments due to the Trustee and any
predecessor Trustee under Section 9.7 have been made.  No such rescission
shall affect any subsequent Default or impair any right consequent thereto.

SECTION 8.3.   Other Remedies.

          If an Event of Default occurs and is continuing, the Trustee may,
but shall not be obligated to, pursue any available remedy by proceeding at
law or in equity to collect the payment of the principal of or interest on
the Securities or to enforce the performance of any provision of the
Securities or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding.  A
delay or omission by the Trustee or any Securityholder in exercising any
right or remedy accruing upon an Event of Default shall not impair the right
or remedy or constitute a waiver of or acquiescence in the Event of Default.
No remedy is exclusive of any other remedy.  All available remedies are
cumulative to the extent permitted by law.

SECTION 8.4.   Waiver of Defaults and Events of Default.

          Subject to Sections 8.7 and 11.2, the Holders of a majority in
principal amount of the Securities then outstanding by notice to the Trustee
may waive an existing Default or Event of Default and its consequence, except
a Default or Event of Default in the payment of the principal of or interest
on any Security, a failure by the Company to convert any Securities into
Common Stock or any Default or Event of Default in respect of any provision
of this Indenture or the Securities which, under Section 11.2, cannot be
modified or amended without the consent of the Holder of each Security
affected.  When a Default or Event of Default is waived, it is cured and
ceases.

SECTION 8.5.   Control by Majority.

          The Holders of a majority in principal amount of the Securities
then outstanding may 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 it.  However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, that the Trustee
determines may be unduly prejudicial to the rights of another Holder or the
Trustee, or that may involve the Trustee in personal liability unless the
Trustee is offered indemnity satisfactory to it; provided, however, that the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.

SECTION 8.6.   Limitations on Suits.

          A Holder may not pursue any remedy with respect to this Indenture
or the Securities (except actions for payment of overdue principal or
interest or for the conversion of the Securities pursuant to Article 4)
unless:

          (1)  the Holder gives to the Trustee written notice of a continuing
     Event of Default;

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

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

          (4)  the Trustee does not comply with the request within 60 days
     after receipt of the request and the offer of indemnity; 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 Securities then outstanding.

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

SECTION 8.7.   Rights of Holders to Receive Payment and to Convert.

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Security to receive payment of the principal of and interest
on the Security, on or after the respective due dates therefor, to convert
such Security in accordance with Article 4 and to bring suit for the
enforcement of any such payment on or after such respective dates or the
right to convert, is absolute and unconditional and shall not be impaired or
affected without the consent of the Holder.

SECTION 8.8.   Collection Suit by Trustee.

          If an Event of Default in the payment of principal or interest
specified in clause (1) or (2) of Section 8.1 occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express
trust against the Company or another obligor on the Securities for the whole
amount of principal and accrued interest remaining unpaid, together with, to
the extent that payment of such interest is lawful, interest on overdue
principal and on overdue installments of interest, in each case at the rate
per annum borne by the Securities and 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.

SECTION 8.9.   Trustee May File Proofs of Claim.

          The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company (or any
other obligor on the Securities), its creditors or its property and shall be
entitled and empowered to collect and receive any money or other property
payable or deliverable on any such claims and to distribute the same, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to 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 9.7, and to the extent that such
payment of the reasonable compensation, expenses, disbursements and advances
in any such proceedings shall be denied for any reason, payment of the same
shall be secured by a lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other property which the
Holders may be entitled to receive in such proceedings, whether in
liquidation or under any plan of reorganization or arrangement or otherwise.
Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to, or, on behalf of any Holder, to authorize, accept or
adopt any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 8.10.  Priorities.

          If the Trustee collects any money pursuant to this Article 8, it
shall pay out the money in the following order:

          First, to the Trustee for amounts due under Section 9.7;

          Second, to the holders of Senior Indebtedness to the extent
required by Article 5;

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

          Fourth, to the Company.

          The Trustee may fix a record date and payment date for any payment
to Holders pursuant to this Section 8.10.

SECTION 8.11.  Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted
by it as Trustee, a court in its discretion may require the filing by any
party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant.  This Section 8.11 does not apply to a
suit made by the Trustee, a suit by a Holder pursuant to Section 8.7, or a
suit by Holders of more than 10% in principal amount of the Securities then
outstanding.

                                  ARTICLE 9

                                  TRUSTEE

SECTION 9.1.   Duties of Trustee.

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

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

          (1)  the Trustee need perform only those duties as are specifically
     set forth in this Indenture and no others; and

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

          (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:

          (1)  this paragraph does not limit the effect of subsection (b) of
     this Section 9.1;

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

          (3)  the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 8.5.

          (d)  No provision of this Indenture shall require the Trustee to
     expend or risk its own funds or otherwise incur any financial liability
     in the performance of any of its duties hereunder or in the exercise of
     any of its rights or powers unless the Trustee shall have received
     adequate indemnity in its opinion against potential costs and
     liabilities incurred by it relating thereto.

          (e)  Every provision of this Indenture that in any way relates to
     the Trustee is subject to subsections (a), (b), (c) and (d) of this
     Section 9.1.

          (f)  The Trustee shall not be liable for interest on any money
     received by it except as the Trustee may agree in writing with the
     Company.  Money held in trust by the Trustee need not be segregated from
     other funds except to the extent required by law.

SECTION 9.2.   Rights of Trustee.

          Subject to Section 9.1:

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

          (b)  Before the Trustee acts or refrains from acting, it may
     require an Officers' Certificate or an Opinion of Counsel, which shall
     conform to Section 12.4(b).  The Trustee shall not be liable for any
     action it takes or omits to take in good faith in reliance on such
     Certificate or Opinion.

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

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

          (e)  The Trustee may consult with counsel of its selection, and the
     advice or opinion of such counsel as to matters of law shall be full and
     complete authorization and protection in respect of any such action
     taken, omitted or suffered by it hereunder in good faith and in
     accordance with the advice or opinion of such counsel.

          (f)  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 security or indemnity
     satisfactory to the Trustee against the costs, expenses and liabilities
     which might be incurred by it in compliance with such request or
     direction.

          (g)  The Trustee shall not be bound to make any investigation into
     the facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further
     inquiry or investigation into such further inquiry or investigation into
     such facts or matters as it may see fit, and, if the Trustee shall
     determine to make such further inquiry or investigation, it shall be
     entitled to examine the books, records and premises of the Company,
     personally or by agent or attorney at the sole cost of the Company and
     shall incur no liability or additional liability of any kind by reason
     of such inquiry or investigation.

          (h)  The Trustee shall not be deemed to have notice of any Default
     or Event of Default unless a Trust Officer of the Trustee has actual
     knowledge thereof or unless written notice of any event which is in fact
     such a Default is received by the Trustee at the Corporate Trust Office,
     and such notice references the Securities and this Indenture.

          (i)  The rights, privileges, protections, immunities and benefits
     given to the Trustee, including, without limitation, its right to be
     indemnified, are extended to, and shall be enforceable by, the Trustee
     in each of its capacities hereunder, and to each agent, custodian and
     other Person employed to act hereunder.

SECTION 9.3.   Individual Rights of Trustee.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate of the Company with the same rights it would have if it were not
Trustee.  Any Agent may do the same with like rights.  However, the Trustee
is subject to Sections 9.10 and 9.11.

SECTION 9.4.   Trustee's Disclaimer.

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

SECTION 9.5.   Notice of Default or Events of Default.

          If a Default or an Event of Default occurs and is continuing and if
it is known to a Trust Officer of the Trustee, the Trustee shall mail to each
Securityholder notice of the Default or Event of Default within 90 days after
it occurs.  However, the Trustee may withhold the notice if and so long as a
committee of its Trust Officers in good faith determines that withholding
notice is in the interests of Securityholders, except in the case of a
Default or an Event of Default in payment of the principal of or interest on
any Security.

SECTION 9.6.   Reports by Trustee to Holders.

          If such report is required by TIA Section 313, within 60 days after
each March 15, beginning with March 15, 2002, the Trustee shall mail to each
Securityholder a brief report dated as of such March 15 that complies with
TIA Section 313(a).  The Trustee also shall comply with TIA Section 313(b)(2)
and (c).

          A copy of each report at the time of its mailing to Securityholders
shall be mailed to the Company and filed with the SEC and each stock
exchange, if any, on which the Securities are listed.  The Company shall
notify the Trustee whenever the Securities become listed on any stock
exchange or listed or admitted to trading on any quotation system and any
changes in the stock exchanges or quotation systems on which the Securities
are listed or admitted to trading and of any delisting thereof.

SECTION 9.7.   Compensation and Indemnity.

          The Company shall pay to the Trustee from time to time such
compensation (as agreed to from time to time by the Company and the Trustee
in writing) for its services (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust).  The Company shall reimburse the Trustee upon request for all
reasonable, actual disbursements, expenses and advances incurred or made by
it.  Such expenses may include the reasonable, actual compensation,
disbursements and expenses of the Trustee's agents and counsel.

          The Company shall indemnify the Trustee or any predecessor Trustee
(which for purposes of this Section 9.7 shall include its officers,
directors, employees and agents) for, and hold it harmless against, any and
all loss, liability or expense including taxes (other than taxes based upon,
measured by or determined by the income of the Trustee), (including
reasonable legal fees and expenses) incurred by it in connection with the
acceptance or administration of its duties under this Indenture or any action
or failure to act as authorized or within the discretion or rights or powers
conferred upon the Trustee hereunder including the reasonable costs and
expenses of the Trustee and its counsel in defending itself against any claim
or liability in connection with the exercise or performance of any of its
powers or duties hereunder.  The Trustee shall notify the Company promptly of
any claim asserted against the Trustee for which it may seek indemnity.  The
Company need not pay for any settlement without its written consent, which
shall not be unreasonably withheld.

          The Company need not reimburse the Trustee for any expense or
indemnify it against any loss or liability incurred by it resulting from its
gross negligence or bad faith.

          To secure the Company's payment obligations in this Section 9.7,
the Trustee shall have a senior claim to which the Securities are hereby made
subordinate on all money or property held or collected by the Trustee, except
such money or property held in trust to pay the principal of and interest on
the Securities.  The obligations of the Company under this Section 9.7 shall
survive the satisfaction and discharge of this Indenture or the resignation
or removal of the Trustee.

          When the Trustee incurs expenses or renders services after an Event
of Default specified in clause (5) or (6) of Section 8.1 occurs, the expenses
and the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.  The provisions of this Section
shall survive the termination of this Indenture.

SECTION 9.8.   Replacement of Trustee.

          The Trustee may resign by so notifying the Company.  The Holders of
a majority in principal amount of the Securities then outstanding may remove
the Trustee by so notifying the Trustee and may, with the Company's written
consent, appoint a successor Trustee.  The Company may remove the Trustee if:


          (1)  the Trustee fails to comply with Section 9.10;

          (2)  the Trustee is adjudged a bankrupt or an insolvent;

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

          (4)  the Trustee becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee.  The resignation or removal of a Trustee shall not be
effective until a successor Trustee shall have delivered the written
acceptance of its appointment as described below.

          If a successor Trustee does not take office within 45 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Company
or the Holders of 10% in principal amount of the Securities then outstanding
may petition any court of competent jurisdiction for the appointment of a
successor Trustee at the expense of the Company.

          If the Trustee fails to comply with Section 9.10, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.  Immediately after
that, the retiring Trustee shall transfer all property held by it as Trustee
to the successor Trustee and be released from its obligations (exclusive of
any liabilities that the retiring Trustee may have incurred while acting as
Trustee) hereunder, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture.  A successor Trustee shall
mail notice of its succession to each Holder.

          A retiring Trustee shall not be liable for the acts or omissions of
any successor Trustee after its succession.

          Notwithstanding replacement of the Trustee pursuant to this Section
9.8, the Company's obligations under Section 9.7 shall continue for the
benefit of the retiring Trustee.

SECTION 9.9.   Successor Trustee by Merger, Etc.

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust assets (including
the administration of this Indenture) to, another corporation, the resulting,
surviving or transferee corporation, without any further act, shall be the
successor Trustee, provided such transferee corporation shall qualify and be
eligible under Section 9.10.  Such successor Trustee shall promptly mail
notice of its succession to the Company and each Holder.

SECTION 9.10.  Eligibility; Disqualification.

          The Trustee shall always satisfy the requirements of paragraphs
(1), (2) and (5) of TIA Section 310(a).  The Trustee (or its parent holding
company) shall have a combined capital and surplus of at least $50,000,000.
If at any time the Trustee shall cease to satisfy any such requirements, it
shall resign immediately in the manner and with the effect specified in this
Article 9.  The Trustee shall be subject to the provisions of TIA Section
310(b).  Nothing herein shall prevent the Trustee from filing with the SEC
the application referred to in the penultimate paragraph of TIA Section
310(b).

SECTION 9.11.  Preferential Collection of Claims Against Company.

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

                                 ARTICLE 10

                  SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 10.1.  Satisfaction and Discharge of Indenture.

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

          (1)  either

               (i)  all Securities theretofore authenticated and delivered
          (other than (x) Securities which have been destroyed, lost or
          stolen and which have been replaced or paid as provided in Section
          2.7 and (y) Securities for whose payment money has theretofore been
          deposited in trust and thereafter repaid to the Company as provided
          in Section 10.3) have been delivered to the Trustee for
          cancellation; or

               (ii) all such Securities not theretofore delivered to the
          Trustee for cancellation (x) have become due and payable, (y) will
          become due and payable at the Final Maturity Date within ninety
          days, or (z) have been called for redemption within ninety days
          under arrangements satisfactory to the Trustee for the giving of
          notice of redemption by the Trustee in the name, and at the
          expense, of the Company,

          and the Company, in the case of clause (i) or (ii) above, has
irrevocably deposited or caused to be irrevocably deposited with the Trustee
or a Paying Agent (other than the Company or any of its Affiliates) as trust
funds in trust for the purpose cash in an amount sufficient to pay and
discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal and interest to the
date of such deposit (in the case of Securities which have become due and
payable) or to the Final Maturity Date or Redemption Date, as the case may
be;

          (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.

          Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 9.7 shall survive
and, if money shall have been deposited with the Trustee pursuant to
subclause (y) of clause (1)(i) of this Section, the provisions of Sections
2.3, 2.4, 2.5, 2.6, 2.7, 2.12, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13 and 12.5,
Article 4, the last paragraph of Section 6.2 and this Article 10, shall
survive until the Securities have been paid in full.

SECTION 10.2.  Application of Trust Money.

          Subject to the provisions of Section 10.3, the Trustee or a Paying
Agent shall hold in trust, for the benefit of the Holders, all money
deposited with it pursuant to Section 10.1 and shall apply the deposited
money in accordance with this Indenture and the Securities to the payment of
the principal of and interest on the Securities.  Money so held in trust
shall not be subject to the subordination provisions of Article 5.

SECTION 10.3.  Repayment to Company.

          The Trustee and each Paying Agent shall promptly pay to the Company
upon request any excess money (i) deposited with them pursuant to Section
10.1 and (ii) held by them at any time.

          The Trustee and each Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal or interest that
remains unclaimed for two years after a right to such money has matured;
provided, however, that the Trustee or such Paying Agent, before being
required to make any such payment, may at the expense of the Company cause to
be mailed to each Holder entitled to such money notice that (x) such money
remains unclaimed and (y) after a date specified therein, which shall be at
least 30 days from the date of such mailing, any unclaimed balance of such
money then remaining will be repaid to the Company.  After payment to the
Company, Holders entitled to money must look to the Company for payment as
general creditors.

SECTION 10.4.  Reinstatement.

          If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 10.2 by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company's
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to Section 10.1 until
such time as the Trustee or such Paying Agent is permitted to apply all such
money in accordance with Section 10.2; provided, however, that if the Company
has made any payment of the principal of or interest on any Securities
because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive any
such payment from the money held by the Trustee or such Paying Agent.

                                 ARTICLE 11

                    AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 11.1.  Without Consent of Holders.

          The Company and the Trustee may amend or supplement this Indenture
or the Securities without notice to or consent of any Securityholder:

          (a)  to comply with Sections 4.11 and 7.1;

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

          (c)  to comply with the provisions of the TIA;

          (d)  to appoint a successor Trustee;

          (e)  to cure any ambiguity, defect or inconsistency; or

          (f)  to make any other change that does not adversely affect the
     rights of any Securityholder.

SECTION 11.2.  With Consent of Holders.

          The Company and the Trustee may amend or supplement this Indenture
or the Securities with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities then outstanding.
The Holders of at least a majority in aggregate principal amount of the
Securities then outstanding may waive compliance in a particular instance by
the Company with any provision of this Indenture or the Securities without
notice to any Securityholder.  However, notwithstanding the foregoing but
subject to Section 11.4, without the written consent of each Securityholder
affected, an amendment, supplement or waiver, including a waiver pursuant to
Section 8.4, may not:

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

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

          (c)  reduce the amount of principal payable upon acceleration of
     the maturity of any Security;

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

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

          (f)  modify the subordination provisions of Article 5 in a manner
     materially adverse to the Holders of Securities;

          (g)  adversely affect the right of Holders to convert Securities
     other than as provided in or under Article 4 of this Indenture;

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

          (i)  modify any of the provisions of this Section or Section 8.4,
     except to increase any such percentage or to provide that specified
     additional provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each outstanding Security affected
     thereby.

          It shall not be necessary for the consent of the Holders under this
Section 11.2 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

          After an amendment, supplement or waiver under this Section 11.2
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver.  Any failure
of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amendment,
supplement or waiver.  An amendment or supplement under this Section 11.2 or
under Section 11.1 may not make any change that adversely affects the rights
under Article 5 of any holder of an issue of Senior Indebtedness unless the
holders of that issue, pursuant to its terms, consent to the change.

SECTION 11.3.  Compliance with Trust Indenture Act.

          Every amendment to or supplement of this Indenture or the
Securities shall comply with the TIA as in effect at the date of such
amendment or supplement.

SECTION 11.4.  Revocation and Effect of Consents.

          Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the
same debt as the consenting Holder's Security, even if notation of the
consent is not made on any Security.  However, any such Holder or subsequent
Holder may revoke the consent as to its Security or portion of a Security if
the Trustee receives the notice of revocation before the date the amendment,
supplement or waiver becomes effective.

          After an amendment, supplement or waiver becomes effective, it
shall bind every Securityholder, unless it makes a change described in any of
clauses (a) through (i) of Section 11.2.  In that case the amendment,
supplement or waiver shall bind each Holder of a Security who has consented
to it and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder's Security.

SECTION 11.5.  Notation on or Exchange of Securities.

          If an amendment, supplement or waiver changes the terms of a
Security, the Trustee may require the Holder of the Security to deliver it to
the Trustee.  The Trustee may place an appropriate notation on the Security
about the changed terms and return it to the Holder.  Alternatively, if the
Company or the Trustee so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms.

SECTION 11.6.  Trustee to Sign Amendments, Etc.

          The Trustee shall sign any amendment or supplemental indenture
authorized pursuant to this Article 11 if the amendment or supplemental
indenture does not adversely affect the rights, duties, liabilities or
immunities of the Trustee.  If it does, the Trustee may, in its sole
discretion, but need not sign it.  In signing or refusing to sign such
amendment or supplemental indenture, the Trustee shall be entitled to receive
and, subject to Section 9.1, shall be fully protected in relying upon, an
Opinion of Counsel stating that such amendment or supplemental indenture is
authorized or permitted by this Indenture.  The Company may not sign an
amendment or supplemental indenture until the Board of Directors approves it,
which approval shall be confirmed by an Officers' Certificate of the Company
to such effect.

                                 ARTICLE 12

                               MISCELLANEOUS

SECTION 12.1.  Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by any of Sections 310 to 317, inclusive, of the TIA
through operation of Section 318(c) thereof, such imposed duties shall
control.

SECTION 12.2.  Notices.

          Any notice, request or communication shall be given in writing and
delivered in person or mailed by first-class mail, postage prepaid, addressed
as follows:

          If to the Company:

          Barnes & Noble, Inc.
          122 Fifth Avenue
          New York, New York  10011
          Attention: Chief Financial Officer

          with a copy to:

          Robinson Silverman Pierce Aronsohn & Berman LLP
          1290 Sixth Avenue
          New York, New York  10104
          Attention:  Jay M. Dorman, Esq.

          If to the Trustee:

          United States Trust Company of New York
          114 West 47th Street
          New York, NY  10036
          Attention: Corporate Trust Administration

          Such notices or communications shall be effective when received.

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

          Any notice or communication mailed to a Securityholder shall be
mailed by first-class mail to it at its address shown on the register kept by
the Primary Registrar.

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

SECTION 12.3.  Communications by Holders with Other Holders.

          Securityholders may communicate pursuant to TIA Section 312(b) with
other Securityholders with respect to their rights under this Indenture or
the Securities.  The Company, the Trustee, the Registrar and any other person
shall have the protection of TIA Section 312(c).

SECTION 12.4.  Certificate and Opinion as to Conditions Precedent.

          (a)  Upon any request or application by the Company to the Trustee
     to take any action under this Indenture, the Company shall furnish to
     the Trustee at the request of the Trustee:

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

          (2)  an Opinion of Counsel stating that, in the opinion of such
     counsel, all such conditions precedent (including any covenants,
     compliance with which constitutes a condition precedent) have been
     complied with.

          (b)  Each Officers' Certificate and Opinion of Counsel with respect
     to compliance with a condition or covenant provided for in this
     Indenture shall include:

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

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

          (3)  a statement as to whether or not, in the opinion of such
     person, such condition or covenant has been complied with; provided,
     however, that with respect to matters of fact an Opinion of Counsel may
     rely on an Officers' Certificate or certificates of public officials.

SECTION 12.5.  Record Date for Vote or Consent of Securityholders.

          The Company (or, in the event deposits have been made pursuant to
Section 10.1, the Trustee) may set a record date for purposes of determining
the identity of Holders entitled to vote or consent to any action by vote or
consent authorized or permitted under this Indenture, which record date shall
not be more than thirty (30) days prior to the date of the commencement of
solicitation of such action.  Notwithstanding the provisions of Section 11.4,
if a record date is fixed, those persons who were Holders of Securities at
the close of business on such record date (or their duly designated proxies),
and only those persons, shall be entitled to take such action by vote or
consent or to revoke any vote or consent previously given, whether or not
such persons continue to be Holders after such record date.

SECTION 12.6.  Rules by Trustee, Paying Agent, Registrar and Conversion
Agent.

          The Trustee may make reasonable rules (not inconsistent with the
terms of this Indenture) for action by or at a meeting of Holders.  Any
Registrar, Paying Agent or Conversion Agent may make reasonable rules for its
functions.

SECTION 12.7.  Legal Holidays.

          A "Legal Holiday" is a Saturday, Sunday or a day on which state or
federally chartered banking institutions in New York, New York and the state
in which the Corporate Trust Office is located are not required to be open.
If a payment date is a Legal Holiday, payment shall be made on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for
the intervening period.  If a regular record date is a Legal Holiday, the
record shall not be affected.

SECTION 12.8.  Governing Law.

          This Indenture and the Securities shall be governed by, and
construed in accordance with, the laws of the State of New York, without
regard to principles of conflicts of laws.

SECTION 12.9.  No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret another indenture, loan
or debt agreement of the Company or a Subsidiary of the Company.  Any such
indenture, loan or debt agreement may not be used to interpret this
Indenture.

SECTION 12.10. No Recourse Against Others.

          All liability described in paragraph 18 of the Securities of any
director, officer, employee or shareholder, as such, of the Company is waived
and released.

SECTION 12.11. Successors.

          All agreements of the Company in this Indenture and the Securities
shall bind its successor.  All agreements of the Trustee in this Indenture
shall bind its successor.

SECTION 12.12. Multiple Counterparts.

          The parties may sign multiple counterparts of this Indenture.  Each
signed counterpart shall be deemed an original, but all of them together
represent the same agreement.

SECTION 12.13. Separability.

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

SECTION 12.14. Table of Contents, Headings, Etc.

          The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

          SIGNATURE PAGE FOLLOWS



          IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands as of the date and year first above written.

                         BARNES & NOBLE, INC.

                         By:/s/ Maureen O'Connell
                            --------------------------------
                              Name:  Maureen O'Connell
                              Title: Chief Financial Officer

                         UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee

                         By:/s/ Glenn Mitchell
                            --------------------------------
                              Name:  Glenn E. Mitchell
                              Title: Vice President



                                 EXHIBIT A

                         [FORM OF FACE OF SECURITY]

          [Unless this certificate is presented by an authorized
representative of the depository trust company to the Company or its agent
for registration of transfer, exchange or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of the depository trust company (and any
payment hereon is made to Cede & Co. or to such other entity as is requested
by an authorized representative of the depository trust company), any
transfer, pledge or other use hereof for value or otherwise by or to any
person is wrongful since the registered owner hereof, Cede & Co., has an
interest herein.  This security is a global security within the meaning of
the indenture hereinafter referred to and is registered in the name of a
depositary or a nominee thereof.  This security is exchangeable for
securities registered in the name of a person other than the depositary or
its nominee only in the limited circumstances described in the indenture and,
unless and until it is exchanged in whole or in part for securities in
definitive form, this security may not be transferred except as a whole by
the depositary to a nominee of the depositary or by a nominee of the
depositary to the depositary or another nominee of the depositary or by the
depositary or any such nominee to a successor depositary or a nominee of such
successor depositary.](1)

          [This security (or its predecessor) was originally issued in a
transaction exempt from registration under the United States Securities Act
of 1933, as amended (the "Securities Act"), and this security and the shares
of common stock issuable upon conversion thereof may not be offered, sold or
otherwise transferred in the absence of such registration or an applicable
exemption therefrom.  Each purchaser of this security is hereby notified that
the seller of this security may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A
thereunder.](2)

          [The holder of this security agrees for the benefit of the company
that (a) this security and the shares of common stock issuable upon
conversion thereof may be offered, resold, pledged or otherwise transferred,
only (i) in the United States to a person whom the seller reasonably believes
is a qualified institutional buyer (as defined in Rule 144A under the
Securities Act) in a transaction meeting the requirements of Rule 144A, (ii)
pursuant to an exemption from registration under the Securities Act provided
by Rule 144 thereunder (if available) or (iii) pursuant to an effective
registration statement under the Securities Act, in each of cases (i) through
(iii) in accordance with any applicable securities laws of any state of the
United States, and (b) the holder will, and each subsequent holder is
required to, notify any purchaser of this security from it of the resale
restrictions referred to in (a) above.](2)
_________________
(1)  These paragraphs should be included only if the Security is a Global
     Security.

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

          [The holder of this security is entitled to the benefits of a
Registration Rights Agreement (as such term is defined in the Indenture
referred to on the reverse hereof) and, by its acceptance hereof, agrees to
be bound by and to comply with the provisions of such Registration Rights
Agreement.](2)

          This security may not be sold or transferred to, and each purchaser
by its purchase of this security shall be deemed to have represented and
covenanted that it is not acquiring this security for or on behalf of, and
will not transfer this security to, any pension or welfare plan as defined in
Section 3 of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") except that such purchase for or on behalf of a pension or welfare
plan shall be permitted:

          (1) to the extent such purchase is made by or on behalf of a bank
     collective investment fund maintained by the purchaser in which no plan
     (together with any other plans maintained by the same employer or
     employee organization) has an interest in excess of 10% of the total
     assets in such collective investment fund, and the other applicable
     conditions of Prohibited Transaction Class Exemption 91-38 issued by the
     Department of Labor are satisfied;

          (2) to the extent such purchase is made by or on behalf of an
     insurance company pooled separate account maintained by the purchaser in
     which, at any time while these securities are outstanding, no plan
     (together with any other plans maintained by the same employer or
     employee organization) has an interest in excess of 10% of the total of
     all assets in such pooled separate account, and the other applicable
     conditions of Prohibited Transaction Class Exemption 90-1 issued by the
     Department of Labor are satisfied;

          (3) to the extent such purchase is made on behalf of a plan by (A)
     an investment adviser registered under the Investment Advisers Act of
     1940, as amended (the "1940 Act"), that had as of the last day of its
     most recent fiscal year total assets under its management and control in
     excess of $50.0 million and had stockholders' or partners' equity in
     excess of $750,000, as shown in its most recent balance sheet prepared
     in accordance with generally accepted accounting principles, or (B) a
     bank as defined in Section 202(a)(2) of the 1940 Act with equity capital
     in excess of $1.0 million as of the last day of its most recent fiscal
     year, or (C) an insurance company which is qualified under the laws of
     more than one state to manage, acquire or dispose of any assets of a
     pension or welfare plan, which insurance company has as of the last day
     of its most recent fiscal year, net worth in excess of $1.0 million and
     which is subject to supervision and examination by a State authority
     having supervision over insurance companies and, in any case, such
     investment adviser, bank or insurance company is otherwise a qualified
     professional asset manager, as such term is used in Prohibited
     Transaction Class Exemption 84-14 issued by the Department of Labor, and
     the assets of such plan when combined with the assets of other plans
     established or maintained by the same employer (or affiliate thereof) or
     employee organization and managed by such investment adviser, bank or
     insurance company, do not represent more than 20% of the total client
     assets managed by such investment adviser, bank or insurance company at
     the time of the transaction, and the other applicable conditions of such
     exemption are otherwise satisfied;

          (4) to the extent such plan is a governmental plan (as defined as
     Section 3 of ERISA) which is not subject to the provisions of Title 1 of
     ERISA or Section 401 of the Internal Revenue Code of 1986, as amended
     (the "Code");

          (5) to the extent such purchase is made by or on behalf of an
     insurance company using the assets of its general account, the reserves
     and liabilities for the general account contracts held by or on behalf
     of any plan, together with any other plans maintained by the same
     employer (or its affiliates) or employee organization, do not exceed 10%
     of the total reserves and liabilities of the insurance company general
     account (exclusive of separate account liabilities), plus surplus as set
     forth in the National Association of Insurance Commissioners Annual
     Statement filed with the state of domicile of the insurer, in accordance
     with Prohibited Transaction Class Exemption 95-60, and the other
     applicable conditions of such exemption are otherwise satisfied;

          (6) to the extent purchase is made by an in-house asset manager
     within the meaning of Part IV(a) of Prohibited Transaction Class
     Exemption 96-23, such manager has made or properly authorized the
     decision for such plan to purchase this security, under circumstances
     such that Prohibited Transaction Class Exemption 96-23 is applicable to
     the purchase and holding of this security; or

          (7) to the extent such purchase will not otherwise give rise to a
     transaction described in Section 406 or Section 4975(c)(1) of the Code
     for which a statutory or administrative exemption is unavailable.





                            BARNES & NOBLE, INC.

CUSIP:                                                                No. ___

                    5.25% CONVERTIBLE SUBORDINATED NOTES DUE MARCH 15, 2009

          Barnes & Noble, Inc., a Delaware corporation (the "Company", which
term shall include any successor corporation under the Indenture referred to
on the reverse hereof), promises to pay to             , or registered
assigns, the principal sum of                                   Dollars
($      ) on March 15, 2009 [or such greater or lesser amount as is indicated
on the Schedule of Exchanges of Securities on the other side of this
Security](3)

          Interest Payment Dates:  March 15 and September 15, beginning
September 15, 2001

          Record Dates:  March 1 and September 1

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

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




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

                         BARNES & NOBLE, INC.

                         By:________________________________
                              Name:
                              Title:

Attest:

By:_____________________________
     Name:
     Title:

Dated:

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

UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee

_______________________________
Authorized Signatory

By:


                     [FORM OF REVERSE SIDE OF SECURITY]

                            BARNES & NOBLE, INC.
           5.25% CONVERTIBLE SUBORDINATED NOTES DUE MARCH 15, 2009

1.   Interest

          Barnes & Noble, Inc. a Delaware corporation (the "Company", which
term shall include any successor corporation under the Indenture hereinafter
referred to), promises to pay interest on the principal amount of this
Security at the rate of 5.25% per annum.  The Company shall pay interest
semiannually on March 15 and September 15 of each year, commencing September
15, 2001.  Interest on the Securities shall accrue from the most recent date
to which interest has been paid or, if no interest has been paid, from March
14, 2001; provided, however, that if there is not an existing Default in the
payment of interest and if this Security is authenticated between a record
date referred to on the face hereof and the next succeeding interest payment
date, interest shall accrue from such interest payment date.  Interest will
be computed on the basis of a 360-day year of twelve 30-day months.  Any
reference herein to interest accrued or payable as of any date shall include
any Additional Interest accrued or payable on such date as provided in the
Registration Rights Agreement.

2.   Method of Payment

          The Company shall pay interest on this Security (except defaulted
interest) to the person who is the Holder of this Security at the close of
business on March 1 or September 1, as the case may be, next preceding the
related interest payment date.  The Holder must surrender this Security to a
Paying Agent to collect payment of principal.  The Company will pay principal
and interest in money of the United States that at the time of payment is
legal tender for payment of public and private debts.  The Company may,
however, pay principal and interest in respect of any Certificated Security
by check or wire payable in such money; provided, however, that a Holder with
an aggregate principal amount in excess of $2,000,000 will be paid by wire
transfer in immediately available funds at the election of such Holder.  The
Company may mail an interest check to the Holder's registered address.
Notwithstanding the foregoing, so long as this Security is registered in the
name of a Depositary or its nominee, all payments hereon shall be made by
wire transfer of immediately available funds to the account of the Depositary
or its nominee.

3.   Paying Agent, Registrar and Conversion Agent

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

4.   Indenture, Limitations

          This Security is one of a duly authorized issue of Securities of
the Company designated as its 5.25% Convertible Subordinated Notes Due March
15, 2009 (the "Securities"), issued under an Indenture dated as of March 14,
2001 (together with any supplemental indentures thereto, the "Indenture"),
between the Company and the Trustee.  Capitalized terms herein are used as
defined in the Indenture unless otherwise defined herein.  The terms of this
Security include those stated in the Indenture and those required by or made
part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended, as in effect on the date of the Indenture.  This Security is subject
to all such terms, and the Holder of this Security is referred to the
Indenture and said Act for a statement of them.  The Securities are
subordinated unsecured obligations of the Company limited to $275,000,000
aggregate principal amount plus the amount (up to an additional $25 million)
issuable upon exercise of the option in the Purchase Agreement, subject to
Section 2.7 of the Indenture.  The Indenture does not limit other debt of the
Company, secured or unsecured, including Senior Indebtedness.

5.   Optional Redemption

          The Securities are subject to redemption, at any time on or after
March 20, 2004, on at least 20 days and no more than 60 days notice, in whole
or in part, at the election of the Company.  The Redemption Prices (expressed
as percentages of the principal amount) are as follows for Securities
redeemed during the periods set forth below:

Period                                                      Redemption Price
- ------                                                      ----------------
Beginning on March 20, 2004 and ending on March 14, 2005 . . . . .   103.00%
Beginning on March 15, 2005 and ending on March 14, 2006 . . . . .   102.25%
Beginning on March 15, 2006 and ending on March 14, 2007 . . . . .   101.50%
Beginning on March 15, 2007 and ending on March 14, 2008 . . . . .   100.75%
Beginning on March 15, 2008 and thereafter . . . . . . . . . . . .   100.00%

           in each case together with accrued interest up to but not
including the Redemption Date; provided that if the Redemption Date is an
interest payment date, interest will be payable to the Holders in whose names
the Securities are registered at the close of business on the relevant record
dates.

6.   Notice of Redemption

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

7.   Purchase of Securities at Option of Holder Upon a Change in Control

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

8.   Conversion

           A Holder of a Security may convert the principal amount of such
Security (or any portion thereof equal to $1,000 or any integral multiple of
$1,000 in excess thereof) into shares of Common Stock at any time prior to
the close of business on March 15, 2009; provided, however, that if the
Security is called for redemption or subject to purchase upon a Change in
Control, the conversion right will terminate at the close of business on the
Business Day immediately preceding the Redemption Date or the Change in
Control Purchase Date, as the case may be, for such Security or such earlier
date as the Holder presents such Security for redemption or purchase (unless
the Company shall default in making the redemption payment or Change in
Control Purchase Price, as the case may be, when due, in which case the
conversion right shall terminate at the close of business on the date such
default is cured and such Security is redeemed or purchased).  The initial
Conversion Price is $32.512 per share, subject to adjustment under certain
circumstances.  The number of shares of Common Stock issuable upon conversion
of a Security is determined by dividing the principal amount of the Security
or portion thereof converted by the Conversion Price in effect on the
Conversion Date.  No fractional shares will be issued upon conversion; in
lieu thereof, an amount will be paid in cash based upon the Closing Price (as
defined in the Indenture) of the Common Stock on the Trading Day immediately
prior to the Conversion Date.  To convert a Security, a Holder must (a)
complete and manually sign the conversion notice set forth below and deliver
such notice to a Conversion Agent, (b) surrender the Security to a Conversion
Agent, (c) furnish appropriate endorsements and transfer documents if
required by a Registrar or a Conversion Agent, and (d) pay any transfer or
similar tax, if required.  Securities so surrendered for conversion (in whole
or in part) during the period from the close of business on any regular
record date to the opening of business on the next succeeding interest
payment date (excluding Securities or portions thereof called for redemption
or subject to purchase upon a Change in Control on a Redemption Date or
Change in Control Purchase Date, as the case may be, during the period
beginning at the close of business on a regular record date and ending at the
opening of business on the first Business Day after the next succeeding
interest payment date, or if such interest payment date is not a Business
Day, the second such Business Day) shall also be accompanied by payment in
funds acceptable to the Company of an amount equal to the interest payable on
such interest payment date on the principal amount of such Security then
being converted, and such interest shall be payable to such registered Holder
notwithstanding the conversion of such Security, subject to the provisions of
this Indenture relating to the payment of defaulted interest by the Company.
If the Company defaults in the payment of interest payable on such interest
payment date, the Company shall promptly repay such funds to such Holder.  A
Holder may convert a portion of a Security equal to $1,000 or any integral
multiple thereof.  A Security in respect of which a Holder had delivered a
Change in Control Purchase Notice exercising the option of such Holder to
require the Company to purchase such Security may be converted only if the
Change in Control Purchase Notice is withdrawn in accordance with the terms
of the Indenture.

9.   Conversion Arrangement on Call for Redemption

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

10.  Subordination

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

11.  Denominations, Transfer, Exchange

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

12.  Persons Deemed Owners

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

13.  Unclaimed Money

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

14.  Amendment, Supplement and Waiver

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

15.  Successor Corporation

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

16.  Defaults and Remedies

           Under the Indenture, an Event of Default includes: (i) default for
30 days in payment of any interest on any Securities; (ii) default in payment
of any principal (including, without limitation, any premium, if any) on the
Securities when due; (iii) failure by the Company for 60 days after notice to
it to comply with any of its other agreements contained in the Indenture or
the Securities; (iv) failure by the Company to give notice to the Trustee and
Holders of a Change in Control in accordance with the Indenture; and (v)
certain events of bankruptcy, insolvency or reorganization of the Company.
If an Event of Default (other than as a result of certain events of
bankruptcy, insolvency or reorganization of the Company) occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Securities then outstanding may declare all unpaid principal to the date
of acceleration on the Securities then outstanding to be due and payable
immediately, all as and to the extent provided in the Indenture.  If an Event
of Default occurs as a result of certain events of bankruptcy, insolvency or
reorganization of the Company, unpaid principal of the Securities then
outstanding shall become due and payable immediately without any declaration
or other act on the part of the Trustee or any Holder, all as and to the
extent provided in the Indenture.  Holders may not enforce the Indenture or
the Securities except as provided in the Indenture.  The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the
Securities.  Subject to certain limitations, Holders of a majority in
principal amount of the Securities then outstanding may direct the Trustee in
its exercise of any trust or power.  The Trustee may withhold from Holders
notice of any continuing Default (except a Default in payment of principal or
interest) if it determines that withholding notice is in their interests.
The Company is required to file periodic reports with the Trustee as to the
absence of Default.

17.  Trustee Dealings with the Company

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

18.  No Recourse Against Others

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

19.  Authentication

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

20.  Abbreviations and Definitions

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

21.  Indenture to Control; Governing Law

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

           The Company will furnish to any Holder, upon written request and
without charge, a copy of the Indenture.  Requests may be made to: Barnes &
Noble, Inc., 122 Fifth Avenue, New York, New York 10011, Attention: Chief
Financial Officer.




                              ASSIGNMENT FORM

           To assign this Security, fill in the form below:

           I or we assign and transfer this Security to

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

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

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

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

and irrevocably appoint

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


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

                                   Your Signature:

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

*Signature guaranteed by:

By:_______________________

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



                             CONVERSION NOTICE

           To convert this Security into Common Stock of the Company, check
the box:

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

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


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


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

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

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

                                   Your Signature:

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

*Signature guaranteed by:

By:____________________________

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





                         OPTION TO ELECT REPURCHASE
                          UPON A CHANGE OF CONTROL

To:  Barnes & Noble, Inc.

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

Date:___________________________   __________________________________________
                                   Signature(s)

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


                                   __________________________________________
                                   Signature Guaranty

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


_______________________________

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





                                SCHEDULE OF EXCHANGES OF SECURITIES(4)

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

Principal Amount of
this Global Security
Following Such                                   Amount of Decrease in      Amount of Increase in
Decrease Date of        Authorized Signatory of  Principal Amount of this   Principal Amount of this
Exchange (or Increase)  Securities Custodian     Global Security            Global Security
- ----------------------  -----------------------  ------------------------   ------------------------
                                                                   
____________________________
(4)This schedule should be included only if the Security is a Global Security.



          CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION
              OF TRANSFER OF TRANSFER RESTRICTED SECURITIES(5)

Re:  5.25% Convertible Subordinated Securities Due March 15, 2009
     (the "Securities") of Barnes & Noble, Inc.

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

          book-entry or ( definitive form by ________________ (the
"Transferor").

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

          In connection with such request and in respect of each such
Security, the Transferor does hereby certify that the Transferor is familiar
with transfer restrictions relating to the Securities as provided in Section
2.12 of the Indenture dated as of March 14, 2001 between Barnes & Noble, Inc.
and United States Trust Company of New York (the "Indenture"), and the
transfer of such Security is being made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "Securities Act")
(check applicable box) or the transfer or exchange, as the case may be, of
such Security does not require registration under the Securities Act because
(check applicable box):

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

          Such Security is being acquired for the Transferor's own account,
          without transfer.

          Such Security is being transferred to the Company or a Subsidiary
          (as defined in the Indenture) of the Company.

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

          Such Security is being transferred pursuant to and in compliance
          with an exemption from the registration requirements under the
          Securities Act in accordance with Rule 144 (or any successor
          thereto) ("Rule 144") under the Securities Act.
_______________________
(5)  This certificate should only be included if this Security is a Transfer
     Restricted Security.

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

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

Date:__________________________    _________________________________
                                   (Insert Name of Transferor)

EX-10.2

                        REGISTRATION RIGHTS AGREEMENT

                                by and among

                            BARNES & NOBLE, INC.,

                                  as Issuer

                                     and

           THE INITIAL PURCHASERS NAMED IN THE  PURCHASE AGREEMENT

                          Dated as of March 8, 2001

     THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of March
8, 2001 by and among Barnes & Noble, Inc., a Delaware corporation (the
"Company"), and Credit Suisse First Boston Corporation and Merrill Lynch,
Pierce, Fenner & Smith Incorporated (the "Initial Purchasers") under the
Purchase Agreement, dated March 8, 2001 (the "Purchase Agreement"), among the
Company and the Initial Purchasers.  In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Company has agreed to
provide the registration rights set forth in this Agreement.  The execution
of this Agreement is a condition to the closing under the Purchase Agreement.

     The Company agrees with the Initial Purchasers, (i) for their benefit as
Initial Purchasers and (ii) for the benefit of the beneficial owners
(including the Initial Purchasers) from time to time of the Notes (as defined
herein) and the beneficial owners from time to time of the Underlying Common
Stock (as defined herein) issued upon conversion of the Notes (each of the
foregoing a "Holder" and, together, the "Holders"), as follows:

     SECTION 1.     DEFINITIONS.  Capitalized terms used herein without
definition have their respective meanings set forth in the Purchase
Agreement.  As used in this Agreement, the following terms have the following
meanings:

     "Additional Interest" has the meaning set forth in Section 2(e) hereof.

     "Additional Interest Accrual Period" has the meaning set forth in
Section 2(e) hereof.

     "Additional Interest Payment Date" means each interest payment date
under the Indenture.

     "Affiliate," with respect to any specified person, means an "affiliate"
as defined in Rule 144, of such person.

     "Amendment Effectiveness Deadline Date" has the meaning set forth in
Section 2(d) hereof.

     "Applicable Conversion Price" as of any date of determination means the
Conversion Price in effect as of such date of determination or, if no Notes
are then outstanding, the Conversion Price that would be in effect were Notes
then outstanding.

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

     "Common Stock" means the shares of common stock, par value $.001 per
share, of the Company and any other shares of common stock as may constitute
"Common Stock" for purposes of the Indenture, including the Underlying Common
Stock.

     "Company" has the meaning set forth in the first paragraph of this
Agreement and also includes the Company's successors.

     "Conversion Price" has the meaning assigned such term in the Indenture.

     "CSFBC" means Credit Suisse First Boston Corporation.

     "Deferral Notice" has the meaning set forth in Section 3(i) hereof.

     "Deferral Period" has the meaning set forth in Section 3(i) hereof.

     "Effectiveness Deadline Date" has the meaning set forth in Section 2(a)
hereof.

     "Effectiveness Period" means two years from the date of filing of the
Initial Shelf Registration Statement, as extended by any Deferral Period, or,
if a shorter period, from the date of the Initial Shelf Registration
Statement until there are no more Registrable Securities.

     "Event" has the meaning set forth in Section 2(e) hereof.

     "Event Date" has the meaning set forth in Section 2(e) hereof.

     "Event Termination Date" has the meaning set forth in Section 2(e)
hereof.

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

     "Filing Deadline Date" has the meaning set forth in Section 2(a)
hereof..

     "Holder" has the meaning set forth in the second paragraph of this
Agreement.

     "Indenture" means the Indenture dated as of the date hereof between the
Company and the Trustee, pursuant to which the Notes are being issued.

     "Initial Purchasers" has the meaning set forth in the first paragraph of
this Agreement.

     "Initial Shelf Registration Statement" has the meaning set forth in
Section 2(a) hereof.

     "Issue Date" means March 14, 2001.

     "Losses" has the meaning set forth in Section 6 hereof.

     "Material Event" has the meaning set forth in Section 3(i) hereof.

     "Notes" means the 5.25% Convertible Subordinated Notes due 2009 of the
Company to be purchased pursuant to the Purchase Agreement.

     "Notice and Questionnaire" means a written notice delivered to the
Company by a Holder containing any information with respect to the Holder
necessary to amend the Registration Statement or supplement the related
Prospectus with respect to the intended distribution of Registrable
Securities by such Holder.

     "Notice Holder" means, on any date, any Holder that has delivered a
Notice and Questionnaire to the Company on or prior to such date and holds
Registrable Securities, as of such dates.

     "Offering Circular" means the final offering circular dated March 8,
2001 relating to the issuance of the Notes.

     "Prospectus" means the prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials
incorporated by reference or explicitly deemed to be incorporated by
reference in such Prospectus.

     "Purchase Agreement" has the meaning set forth in the first paragraph of
this Agreement.

     "Record Holder" means the holder of record of Registrable Securities on
the record date with respect to the interest payment date under the Indenture
on which Additional Interest is payable.

     "Registrable Securities" means the Notes, until such Notes have been
converted into or exchanged for the Underlying Common Stock and, at all times
subsequent to any such conversion or exchange, the Underlying Common Stock
and any securities into or for which such Underlying Common Stock have been
converted or exchanged, and any security issued with respect thereto upon any
stock dividend, split or similar event until, in the case of any such
security, the earliest of (i) its effective registration under the Securities
Act and resale in accordance with the Registration Statement covering it,
(ii) expiration of the holding period that would be applicable thereto under
Rule 144(k) under the Securities Act were it not held by an Affiliate of the
Company and (iii) its public sale pursuant to Rule 144.

     "Registration Expenses" has the meaning set forth in Section 5 hereof.

     "Registration Statement" means any registration statement of the Company
that covers any of the Registrable Securities pursuant to the provisions of
this Agreement including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits,
and all materials incorporated by reference or explicitly deemed to be
incorporated by reference in such registration statement.

     "Restricted Securities" has the meaning for this term as defined in Rule
144.

     "Rule 144" means Rule 144 under the Securities Act, as such rule may be
amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

     "Rule 144A" means Rule 144A under the Securities Act, as such rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

     "SEC" means the Securities and Exchange Commission.

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

     "Shelf Registration Statement" has the meaning set forth in Section 2(a)
hereof.

     "Subsequent Shelf Registration Statement" has the meaning set forth in
Section 2(b) hereof.

     "TIA" means the Trust Indenture Act of 1939, as amended.

     "Trustee" means United States Trust Company of New York (or any
successor entity), the trustee under the Indenture.

     "Underlying Common Stock" means the Common Stock into which the Notes
are convertible or issued upon any such conversion.

     SECTION 2.     SHELF REGISTRATION.

          (a)  The Company shall prepare and file or cause to be prepared and
filed with the SEC, on any date which is (i) after the earlier of (x) the
date on which all of the Optional Securities (as defined in the Purchase
Agreement) have been issued and (y) the date which is 30 days after the Issue
Date, and (ii) on or before the date (the "Filing Deadline Date") which is
ninety (90) days after the Issue Date, a Registration Statement for an
offering to be made on a delayed or continuous basis pursuant to Rule 415 of
the Securities Act (a "Shelf Registration Statement") registering the resale
from time to time by Holders thereof of all of the Registrable Securities
(the "Initial Shelf Registration Statement").  The Initial Shelf Registration
Statement shall be on an appropriate form permitting registration of such
Registrable Securities for resale by such Holders in accordance with the
methods of distribution elected by the Holders and set forth in the Initial
Shelf Registration Statement.  The Company shall use its reasonable best
efforts to cause the Initial Shelf Registration Statement to be declared
effective under the Securities Act as promptly as is practicable but in any
event within one hundred and eighty (180) days after the Issue Date (the
"Effectiveness Deadline Date"), and, subject to Section 3(i), to keep the
Initial Shelf Registration Statement (or any Subsequent Shelf Registration
Statement) continuously effective under the Securities Act until the
expiration of the Effectiveness Period.  At the time the Initial Shelf
Registration Statement is declared effective, each Holder that became a
Notice Holder and that has provided the Company with an appropriately
completed Notice and Questionnaire, in each case on or prior to the date that
is five (5) Business Days prior to such time of effectiveness of the Initial
Shelf Registration Statement, shall be named as a selling securityholder in
the Initial Shelf Registration Statement and the related Prospectus, in such
a manner as to permit such Holder to deliver such Prospectus to purchasers of
Registrable Securities in accordance with applicable law.  None of the
Company's security holders (other than the Holders of Registrable Securities)
shall have the right to include any of the Company's securities in the Shelf
Registration Statement.

          (b)  If the Initial Shelf Registration Statement or any Subsequent
Shelf Registration Statement ceases to be effective for any reason (including
by reason of an order suspending the effectiveness thereof) at any time
during the Effectiveness Period (other than because all Registrable
Securities registered thereunder have been resold pursuant thereto or have
otherwise ceased to be Registrable Securities), the Company shall use its
best efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall, within thirty (30) days of
such cessation of effectiveness, amend the Shelf Registration Statement in a
manner reasonably expected to obtain the withdrawal of the order suspending
the effectiveness thereof, or file an additional Shelf Registration Statement
covering all of the securities that as of the date of such filing are
Registrable Securities (a "Subsequent Shelf Registration Statement").  If a
Subsequent Shelf Registration Statement is filed, the Company shall use its
reasonable efforts to cause the Subsequent Shelf Registration Statement to
become effective as promptly as is practicable after such filing and to keep
such Subsequent Shelf Registration Statement continuously effective until the
end of the Effectiveness Period.

          (c)  The Company shall supplement and amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration
Statement, if required by the Securities Act or, to the extent to which the
Company does not reasonably object, as reasonably requested by (i) an Initial
Purchaser or its counsel or (ii) the Trustee on behalf of a majority in
interest of the registered Holders.

          (d)  Each Holder of Registrable Securities agrees that if such
Holder wishes to sell Registrable Securities pursuant to a Shelf Registration
Statement and related Prospectus, it will do so only in accordance with this
Section 2(d) and Section 3(i).  Each Holder of Registrable Securities wishing
to sell Registrable Securities pursuant to a Shelf Registration Statement and
related Prospectus agrees to deliver a Notice and Questionnaire to the
Company at least five (5) Business Days prior to any intended distribution of
Registrable Securities under the effective Shelf Registration Statement.
From and after the date the Initial Shelf Registration Statement is declared
effective, the Company shall, as promptly as practicable after the date a
Notice and Questionnaire is delivered (i) if required by applicable law, file
with the SEC a post-effective amendment to the Shelf Registration Statement
or prepare and, if required by applicable law, file a supplement to the
related Prospectus or a supplement or amendment to any document incorporated
therein by reference or file any other document required under the Securities
Act so that the Holder delivering such Notice and Questionnaire is named as a
selling securityholder in the Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of the Registrable Securities in accordance with
applicable law and, if the Company shall file a post-effective amendment to
the Shelf Registration Statement, use reasonable efforts to cause such
post-effective amendment to be declared effective under the Securities Act as
promptly as is practicable, but in any event by the date (the "Amendment
Effectiveness Deadline Date") that is forty-five (45) days after the date
such post-effective amendment is required by this clause to be filed; (ii)
provide such Holder copies of any documents filed pursuant to Section
2(d)(i); and (iii) notify such Holder as promptly as practicable after the
effectiveness under the Securities Act of any post-effective amendment filed
pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire
is delivered during a Deferral Period, the Company shall so inform the Holder
delivering such Notice and Questionnaire and shall take the actions set forth
in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period
in accordance with Section 3(i).  Notwithstanding anything contained herein
to the contrary, (i) the Company shall be under no obligation to name any
Holder that is not a Notice Holder as a selling securityholder in any
Registration Statement or related Prospectus and (ii) the Amendment
Effectiveness Deadline Date shall be extended by up to ten (10) days from the
expiration of a Deferral Period (and the Company shall incur no obligation to
pay Additional Interest during such extension) if such Deferral Period is in
effect on the Amendment Effectiveness Deadline Date; and provided further,
that the Company shall not be obligated to file more than one (1)
post-effective amendment or supplement in any twenty (20) day period
following the date the Initial Shelf Registration Statement is declared
effective for the purpose of naming Holders as selling securityholders who
were not named in the Initial Shelf Registration Statement at the time of
effectiveness.  Any Holder who, subsequent to the date the initial
Registration Statement is declared effective, provides a Notice and
Questionnaire required by this Section 2(d) pursuant to the provisions of
this Section (whether or not such Holder has supplied the Notice and
Questionnaire at the time the Initial Shelf Registration Statement was
declared effective) shall be named as a selling securityholder in the Shelf
Registration Statement and related Prospectus in accordance with the
requirements of this Section 2(d).

          (e)  The parties hereto agree that the Holders of Registrable
Securities will suffer damages, and that it would not be feasible to
ascertain the extent of such damages with precision, if (i) the initial Shelf
Registration Statement has not been filed on or prior to the Filing Deadline
Date, (ii) the Initial Shelf Registration Statement has not been declared
effective under the Securities Act on or prior to the Effectiveness Deadline
Date, (iii) the Company has failed to perform its obligations set forth in
Section 2(d) within the time period required therein or (iv) the aggregate
duration of Deferral Periods in any applicable period exceeds the number of
days permitted in respect of such period pursuant to Section 3(i) hereof
(each of the events of a type described in any of the foregoing clauses (i)
through (iv) are individually referred to herein as an "Event," and the
Filing Deadline Date in the case of clause (i), the Effectiveness Deadline
Date in the case of clause (ii), the date by which the Company is required to
perform its obligations set forth in Section 2(d) in the case of clause (iii)
(including the filing of any post-effective amendment prior to the Amendment
Effectiveness Deadline Date), and the date on which the aggregate duration of
Deferral Periods in any period exceeds the number of days permitted by
Section 3(i) hereof in the case of clause (iv) being referred to herein as an
"Event Date").  Events shall be deemed to continue until the "Event
Termination Date," which shall be the following dates with respect to the
respective types of Events: the date the Initial Shelf Registration Statement
is filed in the case of an Event of the type described in clause (i), the
date the Initial Shelf Registration Statement is declared effective under the
Securities Act in the case of an Event of the type described in clause (ii),
the date the Company performs its obligations set forth in Section 2(d) in
the case of an Event of the type described in clause (iii) (including,
without limitation, the date the relevant post-effective amendment to the
Shelf Registration Statement is declared effective under the Securities Act),
and termination of the Deferral Period that caused the limit on the aggregate
duration of Deferral Periods in a period set forth in Section 3(i) to be
exceeded in the case of the commencement of an Event of the type described in
clause (iv).

     Accordingly, subject to the last sentence of Section 3(i), with respect
to the period commencing on (and including) any Event Date and ending on (but
excluding) the relevant Event Termination Date (an "Additional Interest
Accrual Period"), the Company agrees to pay, as additional interest and not
as a penalty, an amount (the "Additional Interest"), payable on the
Additional Interest Payment Dates to Record Holders, accruing for each
portion of such Additional Interest Accrual Period beginning on and including
an Additional Interest Payment Date (or, in respect of the first time that
the Additional Interest is to be paid to Holders on an Additional Interest
Payment Date as a result of the occurrence of any particular Event, from the
Event Date) and ending on but excluding the first to occur of (A) the date of
the end of the Additional Interest Accrual Period or (B) the next Additional
Interest Payment Date, at a rate per annum equal to one-half of one percent
(0.5%) of the aggregate principal amount of such Notes that are Registrable
Securities or, in the case of Notes that have been converted into or
exchanged for Underlying Common Stock, at a rate per annum equal to one half
of one percent (0.5%) of the product of the Applicable Conversion Price of
such shares of Underlying Common Stock that are Registrable Securities and
the number of such shares of Underlying Common Stock, as the case may be, in
each case determined as of the Business Day immediately preceding the next
Additional Interest Payment Date; provided that in the case of an Additional
Interest Accrual Period that is in effect solely as a result of an Event of
the type described in clause (iii) of the immediately preceding paragraph,
such Additional Interest shall accrue in respect of Registrable Securities
held by, and shall be paid to, only the Holders that have delivered Notice
and Questionnaires that caused the Company to incur the obligations set forth
in Section 2(d) the non-performance of which is the basis of such Event,
provided, further, that any Additional Interest accrued with respect to any
Note or portion thereof called for redemption on a redemption date or
converted into Underlying Common Stock on a conversion date prior to the
Additional Interest Payment Date, shall, in any such event, be paid instead
to the Holder who submitted such Note or portion thereof for redemption or
conversion on the applicable redemption date or conversion date, as the case
may be, on such date (or promptly following the conversion date, in the case
of conversion).  Notwithstanding the foregoing, no Additional Interest shall
accrue as to any Registrable Security from and after the earlier of (x) the
date such security is no longer a Registrable Security and (y) the expiration
of the Effectiveness Period.  The rate of accrual of the Additional Interest
with respect to any period shall not exceed one-half of one percent (0.5%)
per annum notwithstanding the occurrence of multiple concurrent Events.
Following the cure of all Events requiring the payment by the Company of
Additional Interest to the Holders of Registrable Securities pursuant to this
Section, the accrual of Additional Interest will cease (without in any way
limiting the effect of any subsequent Event requiring the payment of
Additional Interest by the Company).

     The Trustee shall be entitled, on behalf of Holders of Notes or
Underlying Common Stock, to seek any available remedy for the enforcement of
this Agreement, including the payment of any Additional Interest; provided
that Additional Interest payable under this Agreement shall be the sole
quantum of damages payable for breach by the Company of its registration
obligations under this Agreement.

     All of the Company's obligations set forth in this Section 2(e) that are
outstanding with respect to any Registrable Security at the time such
security ceases to be a Registrable Security shall survive until such time as
all such obligations with respect to such security have been satisfied in
full (notwithstanding termination of this Agreement pursuant to Section
8(k)).

     The parties hereto agree that the additional interest provided for in
this Section 2(e) constitutes a reasonable estimate of the damages that may
be incurred by Holders of Registrable Securities by reason of the failure of
the Initial Shelf Registration Statement to be filed or declared effective or
available for effecting resales of Registrable Securities in accordance with
the provisions hereof.

     SECTION 3.     REGISTRATION PROCEDURES.  In connection with the
registration obligations of the Company under Section 2 hereof, the Company
shall:

          (a)  Before filing any Registration Statement or Prospectus or any
     amendments or supplements thereto with the SEC, furnish to CSFBC and
     counsel to the Initial Purchasers copies of all such documents proposed
     to be filed and use its reasonable efforts to reflect in each such
     document when so filed with the SEC such comments as the Initial
     Purchasers and counsel to the Initial Purchasers reasonably shall
     propose within three (3) Business Days of the delivery of such copies to
     CSFBC and counsel to the Initial Purchasers.

          (b)  Prepare and file with the SEC such amendments and
     post-effective amendments to each Registration Statement as may be
     necessary to keep such Registration Statement continuously effective for
     the applicable period specified in Section 2(a); cause the related
     Prospectus to be supplemented by any required Prospectus supplement, and
     as so supplemented to be filed pursuant to Rule 424 (or any similar
     provisions then in force) under the Securities Act; and use its
     reasonable efforts to comply with the provisions of the Securities Act
     applicable to it with respect to the disposition of all securities
     covered by such Registration Statement during the Effectiveness Period
     in accordance with the intended methods of disposition by the sellers
     thereof set forth in such Registration Statement as so amended or such
     Prospectus as so supplemented.

          (c)  As promptly as practicable (i) give notice to the Holders,
     counsel to the Notice Holders and the Initial Purchasers when any
     Registration Statement or any post-effective amendment has been declared
     effective and (ii) give notice to the Notice Holders, counsel to the
     Notice Holders and the Initial Purchasers (A) of any request, following
     the effectiveness of the Initial Shelf Registration Statement under the
     Securities Act, by the SEC or any other federal or state governmental
     authority for amendments or supplements to any Registration Statement or
     related Prospectus or for additional information, (B) of the issuance by
     the SEC or any other federal or state governmental authority of any stop
     order suspending the effectiveness of any Registration Statement or the
     initiation or threatening of any proceedings for that purpose, (C) of
     the receipt by the Company of any notification with respect to the
     suspension of the qualification or exemption from qualification of any
     of the Registrable Securities for sale in any jurisdiction or the
     initiation or threatening of any proceeding for such purpose, (D) of the
     occurrence of (but not the nature of or details concerning) a Material
     Event and (E) of the determination by the Company that a post-effective
     amendment to a Registration Statement will be filed with the SEC, which
     notice may, at the discretion of the Company (or as required pursuant to
     Section 3(i)), state that it constitutes a Deferral Notice, in which
     event the provisions of Section 3(i) shall apply.

          (d)  Use reasonable efforts to obtain the withdrawal of any order
     suspending the effectiveness of a Registration Statement or the lifting
     of any suspension of the qualification (or exemption from qualification)
     of any of the Registrable Securities for sale in any jurisdiction in
     which they have been qualified for sale, in either case as promptly as
     practicable.

          (e)  As promptly as practicable (if reasonably requested by any
     Notice Holder or by an Initial Purchaser (with respect to any portion of
     an unsold allotment from the original offering if such Initial Purchaser
     is participating in the Shelf Registration Statement)), use its
     reasonable efforts to incorporate in a Prospectus supplement or
     post-effective amendment to a Registration Statement such information as
     such Notice Holder or Initial Purchaser shall reasonably request to be
     included therein.

          (f)  As promptly as practicable furnish to each Notice Holder and
          CSFBC, without charge, at least one (1) conformed copy of the
          Registration Statement and any amendment thereto, including
          financial statements but excluding schedules, all documents
          incorporated or deemed to be incorporated therein by reference and
          all exhibits (unless requested in writing to the Company by such
          Notice Holder or CSFBC, as the case may be).

          (g)  During the Effectiveness Period, deliver to each Notice Holder
     in connection with any sale of Registrable Securities pursuant to a
     Registration Statement, without charge, as many copies of the Prospectus
     or Prospectuses relating to such Registrable Securities (including each
     preliminary prospectus) and any amendment or supplement thereto as such
     Notice Holder may reasonably request; and the Company hereby consents
     (except during such periods that a Deferral Notice is outstanding and
     has not been revoked) to the use of such Prospectus or each amendment or
     supplement thereto by each Notice Holder in connection with any offering
     and sale of the Registrable Securities covered by such Prospectus or any
     amendment or supplement thereto in the manner set forth therein.

          (h)  Prior to any public offering of the Registrable Securities
     pursuant to a Shelf Registration Statement, register or qualify or
     cooperate with the Notice Holders in connection with the registration or
     qualification (or exemption from such registration or qualification) of
     such Registrable Securities for offer and sale under the securities or
     Blue Sky laws of such jurisdictions within the United States as any
     Notice Holder reasonably requests in writing (which request may be
     included in the Notice and Questionnaire); prior to any public offering
     of the Registrable Securities pursuant to a Shelf Registration
     Statement, keep each such registration or qualification (or exemption
     therefrom) effective during the Effectiveness Period in connection with
     such Notice Holder's offer and sale of Registrable Securities pursuant
     to such registration or qualification (or exemption therefrom) and do
     any and all other acts or things necessary or advisable to enable the
     disposition in such jurisdictions of such Registrable Securities in the
     manner set forth in the relevant Registration Statement and the related
     Prospectus; provided, that the Company will not be required to (i)
     qualify as a foreign corporation or as a dealer in securities in any
     jurisdiction where it would not otherwise be required to qualify but for
     this Agreement or (ii) take any action that would subject it to general
     service of process in suits or to taxation in any such jurisdiction
     where it is not then so subject.

          (i)  Upon (A) the issuance by the SEC of a stop order suspending
     the effectiveness of a Shelf Registration Statement or the initiation of
     proceedings with respect to a Shelf Registration Statement under Section
     8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or
     the existence of any fact (a "Material Event") as a result of which any
     Registration Statement shall contain any untrue statement of a material
     fact or omit to state any material fact required to be stated therein or
     necessary to make the statements therein not misleading, or any
     Prospectus shall contain any untrue statement of a material fact or omit
     to state any material fact required to be stated therein or necessary to
     make the statements therein, in the light of the circumstances under
     which they were made, not misleading, or (C) the occurrence or existence
     of any pending corporate development, public filing with the SEC or
     other similar event with respect to the Company that, in the reasonable
     discretion of the Company, makes it appropriate to suspend the
     availability of a Shelf Registration Statement and the related
     Prospectus, (i) in the case of clause (B) above, subject to the next
     sentence, as promptly as practicable prepare and file, if necessary
     pursuant to applicable law, a post-effective amendment to such
     Registration Statement or a supplement to the related Prospectus or any
     document incorporated therein by reference or file any other required
     document that would be incorporated by reference into such Registration
     Statement and Prospectus so that such Registration Statement does not
     contain any untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, and such Prospectus does not contain
     any untrue statement of a material fact or omit to state any material
     fact required to be stated therein or necessary to make the statements
     therein, in the light of the circumstances under which they were made,
     not misleading, and, in the case of a post-effective amendment to a
     Registration Statement, subject to the next sentence, use reasonable
     efforts to cause it to be declared effective as promptly as is
     practicable, and (ii) give notice to the Notice Holders that the
     availability of the Shelf Registration Statement is suspended (a
     "Deferral Notice") and, upon receipt of any Deferral Notice, each Notice
     Holder agrees not to sell any Registrable Securities pursuant to the
     Registration Statement until such Notice Holder's receipt of copies of
     the supplemented or amended Prospectus provided for in clause (i) above,
     or until it is advised in writing by the Company that the Prospectus may
     be used, and has received copies of any additional or supplemental
     filings that are incorporated or deemed incorporated by reference in
     such Prospectus.  The Company will use reasonable efforts to ensure that
     the use of the Prospectus may be resumed (x) in the case of clause (A)
     above, as promptly as is practicable, (y) in the case of clause (B)
     above, as soon as, in the sole judgment of the Company, public
     disclosure of such Material Event would not be prejudicial to or
     contrary to the interests of the Company or, if necessary to avoid
     unreasonable burden or expense, as soon as practicable thereafter and
     (z) in the case of clause (C) above, as soon as, in the discretion of
     the Company, such suspension is no longer appropriate.  The Company
     shall be entitled to exercise its right under this Section 3(i) to
     suspend the availability of the Shelf Registration Statement or any
     Prospectus, without incurring or accruing any obligation to pay
     Additional Interest pursuant to Section 2(e), for one or more periods
     not to exceed 90 consecutive days and not to exceed, in the aggregate,
     120 days in any 12-month period; provided that with respect to any event
     under clause (A) or (B) above, for purposes of this sentence only, the
     Company shall be entitled to a five business day grace period which
     shall not count against such 90 or 120 day limit (such period, during
     which the availability of the Registration Statement and any Prospectus
     is suspended being a "Deferral Period").

          (j)  Use reasonable efforts to comply with all applicable rules and
     regulations of the SEC and make generally available to its
     securityholders earning statements (which need not be audited)
     satisfying the provisions of Section 11(a) of the Securities Act and
     Rule 158 thereunder (or any similar rule promulgated under the
     Securities Act) no later than 45 days after the end of any 3-month
     period (or 90 days after the end of any 12-month period if such period
     is a fiscal year) commencing on the first day of the first fiscal
     quarter of the Company commencing after the effective date of a
     Registration Statement, which statements shall cover said periods.

          (k)  In the case of registration of resales of the Notes, cause the
     Indenture to be qualified under the TIA, cooperate with the Trustee and
     the Notice Holders to effect such changes to the Indenture as may be
     required for the Indenture to be so qualified in accordance with the
     terms of the TIA and execute, and use commercially reasonable efforts to
     cause the Trustee to execute, all documents as may be required to effect
     such changes and all other forms and documents required to be filed with
     the SEC to enable the Indenture to be so qualified in a timely manner.

          (l)  Cooperate with each Notice Holder to facilitate the timely
     preparation and delivery of certificates representing Registrable
     Securities sold or to be sold pursuant to a Registration Statement,
     which certificates shall not bear any restrictive legends unless
     required by applicable law, and cause such Registrable Securities to be
     in such denominations as are permitted by the Indenture and registered
     in such names as such Notice Holder may request in writing at least two
     (2) Business Days prior to any sale of such Registrable Securities.

          (m)  Provide a CUSIP number for all Registrable Securities covered
     by each Registration Statement not later than the effective date of such
     Registration Statement and provide the Trustee (if appropriate under the
     Indenture) and the transfer agent for the Common Stock with printed
     certificates for the Registrable Securities that are in a form eligible
     for deposit with The Depository Trust Company.

          (n)  Cause the Underlying Common Stock to be listed on any
     securities exchange or any automated quotation system on which similar
     securities issued by the Company are then listed.

          (o)  Provide such information as is required for any filings
     required to be made with the National Association of Securities Dealers,
     Inc.

          (p)  If requested in connection with a disposition of Registrable
     Securities pursuant to a Registration Statement, make available for
     inspection by a representative of the Holders of a majority of the
     Registrable Securities being sold and any attorney or accountant
     retained by such selling holders, financial and other records, pertinent
     corporate documents and properties of the Company and its subsidiaries,
     and cause the executive officers, directors and employees of the Company
     and its subsidiaries to supply all information reasonably requested by
     any such representative, attorney or accountant in connection with such
     disposition, subject to reasonable assurances by each such person that
     such information will be used only in connection with matters relating
     to such Registration Statement, provided, however, that the foregoing
     inspection and information gathering shall be coordinated by one counsel
     chosen by the Holders and that such persons shall first agree in writing
     with the Company that any information so supplied by the Company shall
     be kept confidential by such persons, unless (i) such information is
     publicly available, (ii) disclosure of such information is required by
     court or administrative order or is necessary to respond to inquiries of
     regulatory authorities, (iii) disclosure of such information is required
     by law (including any disclosure requirements pursuant to Federal
     securities laws in connection with the filing of any Registration
     Statement or the use of any prospectus referred to in this Agreement),
     (iv) such information becomes generally available to the public other
     than as a result of a disclosure or failure to safeguard by any such
     person or (v) such information becomes available to any such person from
     a source other than the Company and such source is not bound by a
     confidentiality agreement with, or other legal or fiduciary obligation
     of confidentiality to, the Company.

          (q)  The Company shall enter into such customary agreements
     (including, if requested, an underwriting agreement in customary form)
     and take any other actions any Holder shall reasonably request in order
     to facilitate the disposition of the Securities pursuant to the Shelf
     Registration Statement, provided, however, that the Company shall not be
     required to facilitate an underwritten offering pursuant to the Shelf
     Registration Statement by any Holders unless the offering relates to at
     least $50,000,000 principal amount of the Notes or the equivalent number
     of shares of Common Stock into which such Notes are convertible.

          (r)  The Company, if requested by any Holder of Securities covered
     by the Shelf Registration Statement, shall cause (i) its counsel to
     deliver an opinion and updates thereof relating to the Securities in
     customary form addressed to such Holders, and the managing underwriters,
     if any, thereof, and dated, in the case of the initial opinion, the
     effective date of such Shelf Registration Statement (it being agreed
     that the matters to be covered by such opinion shall include, without
     limitation, the due incorporation and good standing of the Company; the
     qualification of the Company to transact business as a foreign
     corporation; the due authorization, execution and delivery of the
     relevant agreement of the type referred to in Section 3(q) hereof; the
     due authorization, execution, authentication and issuance, and the
     validity and enforceability, of the applicable Securities; the absence
     of material legal or governmental proceedings involving the Company; the
     absence of governmental approvals required to be obtained in connection
     with the Shelf Registration Statement, the offering and sale of the
     applicable Securities, or any agreement of the type referred to in
     Section 3(q) hereof; the compliance as to form of such Shelf
     Registration Statement and any documents incorporated by reference
     therein and of the Indenture with the requirements of the Securities Act
     and the Trust Indenture Act, respectively; and, as of the date of the
     opinion and as of the effective date of the Shelf Registration Statement
     or most recent post-effective amendment thereto, as the case may be, the
     absence from such Shelf Registration Statement and the prospectus
     included therein, as then amended or supplemented, and from any
     documents incorporated by reference therein of an untrue statement of a
     material fact or the omission to state therein a material fact required
     to be stated therein or necessary to make the statements therein not
     misleading (in the case of any such documents, in the light of the
     circumstances existing at the time that such documents were filed with
     the SEC under the Exchange Act), (ii) its officers to execute and
     deliver all customary documents and certificates and updates thereof
     requested by any underwriters of the applicable Securities or counsel
     for the Holders and (iii) its independent public accountants and the
     independent public accountants with respect to any other entity for
     which financial information is provided in the Shelf Registration
     Statement to provide to the selling Holders of the applicable Securities
     and any underwriter therefor a comfort letter in customary form and
     covering matters of the type customarily covered in comfort letters in
     connection with primary underwritten offerings, subject to receipt of
     appropriate documentation as contemplated by Statement of Auditing
     Standards No. 72.

          SECTION 4.     HOLDER'S OBLIGATIONS.  Each Holder agrees, by
     acquisition of the Registrable Securities, that no Holder of Registrable
     Securities shall be entitled to sell any of such Registrable Securities
     pursuant to a Registration Statement or to receive a Prospectus relating
     thereto, unless such Holder has furnished the Company with a Notice and
     Questionnaire as required pursuant to Section 2(d) hereof and the
     information set forth in the next sentence.  Each Notice Holder agrees
     promptly to furnish to the Company all information required to be
     disclosed in order to make the information previously furnished to the
     Company by such Notice Holder not misleading and any other information
     regarding such Notice Holder and the distribution of such Registrable
     Securities as the Company may from time to time reasonably request.  Any
     sale of any Registrable Securities by any Holder shall constitute a
     representation and warranty by such Holder that the information relating
     to such Holder and its plan of distribution is as set forth in the
     Prospectus delivered by such Holder in connection with such disposition,
     that such Prospectus does not as of the time of such sale contain any
     untrue statement of a material fact relating to or provided by such
     Holder or its plan of distribution and that such Prospectus does not as
     of the time of such sale omit to state any material fact relating to or
     provided by such Holder or its plan of distribution necessary to make
     the statements in such Prospectus, in the light of the circumstances
     under which they were made, not misleading.

     SECTION 5.     REGISTRATION EXPENSES.  The Company shall bear all fees
and expenses incurred in connection with the performance by the Company of
its obligations under this Agreement whether or not any of the Registration
Statements are declared effective.  Such fees and expenses shall include,
without limitation, (i) all registration and filing fees (including, without
limitation, (x) fees and expenses of counsel with respect to filings required
to be made with the National Association of Securities Dealers, Inc. and (y)
fees and expenses required to comply with federal and state securities or
Blue Sky laws (including, without limitation, reasonable fees and
disbursements of its counsel in connection with Blue Sky qualifications of
the Registrable Securities under the laws of such jurisdictions as the Notice
Holders of a majority of the Registrable Securities being sold pursuant to a
Registration Statement may reasonably designate), (ii) printing expenses
(including, without limitation, expenses of printing certificates for
Registrable Securities in a form eligible for deposit with The Depository
Trust Company), (iii) duplication expenses relating to copies of any
Registration Statement or Prospectus delivered to any Holders hereunder, (iv)
fees and disbursements of counsel for the Company in connection with the
Shelf Registration Statement, (v) the fees and disbursements of the
independent public accountants of the Company, including the expenses of any
special audits or "cold comfort" letters required by or incident to such
performance and compliance, (vi) reasonable fees and disbursements of the
Trustee and of the registrar and transfer agent for the Common Stock and
their respective counsel and (vii) Securities Act liability insurance
obtained by the Company in its sole discretion.  In addition, the Company
shall pay the internal expenses of the Company (including, without
limitation, all salaries and expenses of officers and employees performing
legal or accounting duties), the expense of any annual audit, the fees and
expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange on which similar securities of the
Company are then listed and the fees and expenses of any person, including
special experts, retained by the Company.  Notwithstanding the provisions of
this Section 5, each seller of Registrable Securities shall pay selling
expenses and all registration expenses to the extent the Company is
prohibited from paying such expenses under applicable law.

     SECTION 6.     INDEMNIFICATION.

          (a)  INDEMNIFICATION BY THE COMPANY.  The Company shall indemnify
and hold harmless each Notice Holder and each person, if any, that controls
any Notice Holder (within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act) from and against any losses,
liabilities, claims, damages and expenses (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) (collectively, "Losses"), arising out
of or based upon any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement or Prospectus or in any
amendment or supplement thereto or in any preliminary prospectus, or arising
out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that the Company shall
not be liable in any such case to the extent that any such Losses arise out
of or are based upon an untrue statement or alleged untrue statement
contained in or omission or alleged omission from any of such documents
relating to a Holder made in reliance upon and conformity with information
furnished to the Company in writing by such Holder expressly for use therein;
provided further that the indemnification contained in this paragraph shall
not inure to the benefit of any Holder of Registrable Securities (or to the
benefit of any person controlling such Holder) on account of any such Losses
arising out of or based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in any preliminary prospectus provided
in each case the Company has complied with its several obligations under
Section 3(a) hereof if, to the extent that a prospectus relating to such
Securities was required to be delivered by such Holder under the Securities
Act, either (A) (i) such Holder failed to send or deliver a copy of the
Prospectus with or prior to the delivery of written confirmation of the sale
by such Holder to the person asserting the claim from which such Losses arise
and (ii) the Prospectus would have corrected such untrue statement or alleged
untrue statement or such omission or alleged omission, or (B) (x) such untrue
statement or alleged untrue statement, omission or alleged omission is
corrected in an amendment or supplement to the Prospectus and (y) having
previously been furnished by or on behalf of the Company with copies of the
Prospectus as so amended or supplemented, such Holder thereafter fails to
deliver such Prospectus as so amended or supplemented, with or prior to the
delivery of written confirmation of the sale of a Registrable Security to the
person asserting the claim from which such Losses arise.

          (b)  INDEMNIFICATION BY HOLDERS OF REGISTRABLE SECURITIES.  Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the
Company and its respective directors and officers, and each person, if any,
that controls the Company (within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act) and any other Holder, from
and against all Losses (i) arising out of or based upon any untrue statement
or alleged untrue statement of a material fact contained in any Registration
Statement or Prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or based upon any omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission related to a Holder and was made in
reliance upon and in conformity with information furnished to the Company in
writing by such Holder expressly for use in such Registration Statement or
Prospectus or amendment or supplement thereto and (ii) arising out of or
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any preliminary prospectus provided in each case the
Company has complied with its several obligations under Section 3(a) hereof
if, to the extent that a prospectus relating to such Securities was required
to be delivered by the indemnifying Holder under the Securities Act, either
(A) (i) such Holder failed to send or deliver a copy of the Prospectus with
or prior to the delivery of written confirmation of the sale by such Holder
to the person asserting the claim from which such Losses arise and (ii) the
Prospectus would have corrected such untrue statement or alleged untrue
statement or such omission or alleged omission, or (B) (x) such untrue
statement or alleged untrue statement, omission or alleged omission is
corrected in an amendment or supplement to the Prospectus and (y) having
previously been furnished by or on behalf of the Company with copies of the
Prospectus as so amended or supplemented, such Holder thereafter fails to
deliver such Prospectus as so amended or supplemented, with or prior to the
delivery of written confirmation of the sale of a Registrable Security to the
person asserting the claim from which such Losses arise.  In no event shall
the liability of any Selling Holder of Registrable Securities hereunder be
greater in amount than the dollar amount of the net proceeds received by such
Holder upon the sale of the Registrable Securities pursuant to the
Registration Statement giving rise to such indemnification obligation.

          (c)  CONDUCT OF INDEMNIFICATION PROCEEDINGS.  In case any
proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to
either of the two preceding paragraphs, such person (the "indemnified party")
shall promptly notify the person against whom such indemnity may be sought
(the "indemnifying party") in writing and the indemnifying party, upon
request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and
any others the indemnifying party may designate in such proceeding and shall
pay the reasonable fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed in writing to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between
them.  It is understood that the indemnifying party shall not, in respect of
the legal expenses of any indemnified party in connection with any proceeding
or related proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel)
for all indemnified parties, and that all such fees and expenses shall be
reimbursed as they are incurred.  Such separate firm shall be designated in
writing by, in the case of parties indemnified pursuant to Section 6(a), the
Holders of a majority (with Holders of Notes deemed to be the Holders, for
purposes of determining such majority, of the number of shares of Underlying
Common Stock into which such Notes are or would be convertible or
exchangeable as of the date on which such designation is made) of the
Registrable Securities covered by the Registration Statement held by Holders
that are indemnified parties pursuant to Section 6(a) and, in the case of
parties indemnified pursuant to Section 6(b), the Company.  The indemnifying
party shall not be liable for any settlement of any proceeding effected
without its written consent, but if settled with such consent or if there be
a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment.  No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement of
any pending or threatened proceeding in respect of which any indemnified
party is or could have been a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding and does not include a
statement as to, or an admission of, fault, culpability or a failure to act
by or on behalf of an indemnified party.

          (d)  CONTRIBUTION.  To the extent that the indemnification provided
for in this Section 6 is unavailable to an indemnified party under Section
6(a) or 6(b) hereof in respect of any Losses or is insufficient to hold such
indemnified party harmless, then each applicable indemnifying party, in lieu
of indemnifying such indemnified party, shall contribute to the amount paid
or payable by such indemnified party as a result of such Losses (i) in such
proportion as is appropriate to reflect the relative benefits received by the
indemnifying party or parties on the one hand and the indemnified party or
parties on the other hand or (ii) if the allocation provided in clause (i)
above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
(i) above but also to the relative fault of the indemnifying party or parties
on the one hand and of the indemnified party or parties on the other hand in
connection with the statements or omissions that resulted in such Losses, as
well as any other relevant equitable considerations.  Benefits received by
the Company shall be deemed to be equal to the total net proceeds from the
initial placement pursuant to the Purchase Agreement (before deducting
expenses) of the Notes pursuant to the Purchase Agreement.  Benefits received
by any Holder shall be deemed to be equal to the value of receiving
Registrable Securities that are registered under the Securities Act.  The
relative fault of the Holders on the one hand and the Company on the other
hand shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Holders or by the Company, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.  Benefits received by any underwriter shall be deemed to be equal
to the total underwriting discounts and commissions, as set forth on the
cover page of the Prospectus forming a part of the Registration Statement
which resulted in such Losses.  The Holders' respective obligations to
contribute pursuant to this paragraph are several in proportion to the
respective number of Registrable Securities they have sold pursuant to a
Registration Statement, and not joint.

     The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method or allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph.  The amount paid or payable by an indemnified party as a result of
the Losses referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.  Notwithstanding this
Section 6(d), an indemnifying party that is a selling Holder of Registrable
Securities shall not be required to contribute any amount in excess of the
amount by which the net proceeds received by such indemnifying party from
Registrable Securities sold and distributed to the public exceeds the amount
of any damages that such indemnifying party has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or
alleged omission.  No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

          (e)  The indemnity, contribution and expense reimbursement
obligations of the parties hereunder shall be in addition to any liability
any indemnified party may otherwise have hereunder, under the Purchase
Agreement or otherwise.

          (f)  The indemnity and contribution provisions contained in this
Section 6 shall remain operative and in full force and effect regardless of
(i) any termination of this Agreement, (ii) any investigation made by or on
behalf of any Holder or any person controlling any Holder, or the Company, or
the Company's officers or directors or any person controlling the Company and
(iii) the sale of any Registrable Securities by any Holder.

     SECTION 7.     INFORMATION REQUIREMENTS.  The Company covenants that, if
at any time before the end of the Effectiveness Period the Company is not
subject to the reporting requirements of the Exchange Act, it will cooperate
with any Holder of Registrable Securities and take such further reasonable
action as any Holder of Registrable Securities may reasonably request in
writing (including, without limitation, making such reasonable
representations as any such Holder may reasonably request), all to the extent
required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 and Rule 144A under the
Securities Act and customarily taken in connection with sales pursuant to
such exemptions.  Upon the written request of any Holder of Registrable
Securities, the Company shall deliver to such Holder a written statement as
to whether it has complied with such filing requirements, unless such a
statement has been included in the Company's most recent report filed
pursuant to Section 13 or Section 15(d) of Exchange Act.  Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the Company
to register any of its securities (other than the Common Stock) under any
section of the Exchange Act.

     SECTION 8.     MISCELLANEOUS.

          (a)  NO CONFLICTING AGREEMENTS.  The Company (i) is not, as of the
date hereof, a party to, nor shall it, on or after the date of this
Agreement, enter into, any agreement with respect to its securities that
conflicts with the rights granted to the Holders of Registrable Securities in
this Agreement or that permits other holders of the Company's outstanding
securities to offer such securities for resale under the Registration
Statement, and (ii) represents and warrants that the rights granted to the
Holders of Registrable Securities hereunder do not in any way conflict with
the rights granted to the holders of the Company's securities under any other
agreements.

          (b)  AMENDMENTS AND WAIVERS.  The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions
hereof may not be given, unless the Company has obtained the written consent
of Holders of a majority of the then outstanding Underlying Common Stock
constituting Registrable Securities (with Holders of Notes deemed to be the
Holders, for purposes of this Section, of the number of outstanding shares of
Underlying Common Stock into which such Notes are or would be convertible or
exchangeable as of the date on which such consent is requested).
Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Securities whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect the rights of other Holders of Registrable Securities may be given by
Holders of at least a majority of the Registrable Securities being sold by
such Holders pursuant to such Registration Statement; provided, that the
provisions of this sentence may not be amended, modified, or supplemented
except in accordance with the provisions of the immediately preceding
sentence.  Each Holder of Registrable Securities outstanding at the time of
any such amendment, modification, supplement, waiver or consent or thereafter
shall be bound by any such amendment, modification, supplement, waiver or
consent effected pursuant to this Section 8(b), whether or not any notice,
writing or marking indicating such amendment, modification, supplement,
waiver or consent appears on the Registrable Securities or is delivered to
such Holder.

          (c)  NOTICES.  All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by facsimile,
by courier guaranteeing overnight delivery or by first-class mail, return
receipt requested, and shall be deemed given (i) when made, if made by hand
delivery, (ii) on the date indicated on the facsimile confirmation report
(or, if such date is not a Business Day, on the Business Day thereafter), if
made by facsimile, (ii) one (1) Business Day after being deposited with such
courier, if made by overnight courier or (iv) on the date indicated on the
notice of receipt, if made by first-class mail, to the parties as follows:

          (1)  if to a Holder of Registrable Securities that is not a Notice
     Holder, at the address for such Holder then appearing in the Note
     Register (as defined in the Indenture);

          (2)  if to a Notice Holder, at the most current address given by
     such Holder to the Company in a Notice and Questionnaire or any
     amendment thereto;

          (3)  if to the Company, to:

                    Barnes & Noble, Inc.
                    122 Fifth Avenue
                    New York, NY 10011
                    Attention:  Maureen O'Connell, Chief Financial Officer
                    Facsimile Number:  (212) 675-0413

               with a copy to:

                    Robinson Silverman Pearce Aronsohn and Berman LLP
                    1290 Avenue of the Americas
                    New York, NY 10104
                    Attention: Jay M. Dorman, Esq.
                    Facsimile Number:  (212) 541-4630

          (4)  if to the Initial Purchasers, to them at:

                    c/o Credit Suisse First Boston Corporation
                    2121 Avenue of the Stars
                    Suite 3000
                    Los Angeles, California  90067
                    Attention:  Legal Department
                    Facsimile Number:  (310) 282-6178

               with a copy to:

                    Cahill Gordon & Reindel
                    80 Pine Street
                    New York, NY 10005
                    Attention:  Michael A. Becker, Esq. and James J. Clark,
                    Esq.
                    Facsimile Number:  (212) 269-5420

          (5)  if to counsel for the Initial Purchasers, to Cahill Gordon &
     Reindel at the above address and facsimile number (or as otherwise
     requested by the Notice Holders), or to such other address as such
     person may have furnished to the other persons identified in this
     Section 8(c) in writing in accordance herewith.

          (d)  APPROVAL OF HOLDERS.  Whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company or its affiliates
(other than the Initial Purchasers or subsequent Holders of Registrable
Securities if such subsequent Holders are deemed to be such affiliates solely
by reason of their holdings of such Registrable Securities) shall not be
counted in determining whether such consent or approval was given by the
Holders of such required percentage.

          (e)  SUCCESSORS AND ASSIGNS.  Any person who purchases any
Registrable Securities from the Initial Purchasers shall be deemed, for
purposes of this Agreement, to be an assignee of the Initial Purchasers.
This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties and shall inure to the benefit
of and be binding upon each Holder of any Registrable Securities.

          (f)  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be original and all of which taken
together shall constitute one and the same agreement.

          (g)  HEADINGS.  The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

          (h)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.

          (i)  SEVERABILITY.  If any term, provision, covenant or restriction
of this Agreement is held to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated thereby, and the parties hereto shall use their
reasonable efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such term,
provision, covenant or restriction, it being intended that all of the rights
and privileges of the parties shall be enforceable to the fullest extent
permitted by law.

          (j)  ENTIRE AGREEMENT.  This Agreement is intended by the parties
as a final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities.  Except as
provided in the Purchase Agreement, there are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted by the Company with respect
to the Registrable Securities.  This Agreement supersedes all prior
agreements and undertakings among the parties with respect to such
registration rights.  No party hereto shall have any rights, duties or
obligations other than those specifically set forth in this Agreement.

          (k)  TERMINATION.  This Agreement and the obligations of the
parties hereunder shall terminate upon the end of the Effectiveness Period,
except for any liabilities or obligations under Section 5 or 6 hereof and the
obligations to make payments of and provide for Additional Interest under
Section 2(e) hereof to the extent such damages have accrued prior to the end
of the Effectiveness Period, each of which shall remain in effect in
accordance with its terms.

                          (Signature Page Follows)



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                         BARNES & NOBLE, INC.

                         By: /s/ Maureen O'Connell
                            --------------------------------
                              Name:  Maureen O'Connell
                              Title: Chief Financial Officer

     The foregoing Registration Rights Agreement is hereby confirmed and
accepted as of the date first written above.

                         CREDIT SUISSE FIRST BOSTON CORPORATION
                         MERRILL LYNCH, PIERCE, FENNER & SMITH
                              INCORPORATED

                         By:  CREDIT SUISSE FIRST BOSTON CORPORATION

                         By: /s/ Steven Cramer
                            --------------------------------
                              Name:  Steven M. Cramer
                              Title: Vice President