Xcel Energy Inc – ‘10-K’ for 12/31/02 – EX-4.137

On:  Monday, 3/31/03, at 5:10pm ET   ·   For:  12/31/02   ·   Accession #:  950134-3-5065   ·   File #:  1-03034

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.02M 
 2: EX-4.125    EX-4.125 Registration Rights Agreement                19     92K 
 3: EX-4.136    EX-4.136 Redemption Agreement                          9     46K 
 4: EX-4.137    EX-4.137 7.5 Percent Convertible Senior Notes         69    350K 
 5: EX-12.01    EX-12.01 Computation of Ratio of Earnings           HTML     23K 
 6: EX-21.01    EX-21.01 Subsidiaries of Xcel Energy Inc.           HTML     20K 
 7: EX-23.01    EX-23.01 Consent of Independent Accountants         HTML     12K 
 8: EX-23.02    EX-23.02 Consent of Independent Accountants         HTML     11K 
 9: EX-99.01    EX-99.01 Statement Pursuant to Private Securities   HTML     15K 
10: EX-99.02    EX-99.02 Description of Business of Nrg Energy Inc  HTML    116K 
11: EX-99.04    EX-99.04 Certification Pusuant to 18 Usc SEC. 1350  HTML     10K 

EX-4.137   —   EX-4.137 7.5 Percent Convertible Senior Notes
Exhibit Table of Contents

EX-4.137
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                                                                   EXHIBIT 4.137

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

XCEL ENERGY INC.

7 1/2% Convertible Senior Notes due 2007

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

 INDENTURE

 Dated as of November 21, 2002

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

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

 TRUSTEE

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

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 TABLE OF CONTENTS

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                                                                                                           Page

                                ARTICLE 1                                                                      
         Definitions and Other Provisions of General Application                                               
                                                                                                               
Section 1.01        Definitions...............................................................................1
Section 1.02        Other Definitions.........................................................................5
Section 1.03        Incorporation by Reference of Trust Indenture Act.........................................6
Section 1.04        Rules of Construction.....................................................................7
Section 1.05        Acts of Holders...........................................................................7

                                ARTICLE 2                                                                      
                                The Notes                                                                      

Section 2.01        Designation Amount and Issue of Notes.....................................................7
Section 2.02        Form of Notes.............................................................................8
Section 2.03        Execution and Authentication..............................................................8
Section 2.04        Note Registrar, Paying Agent and Conversion Agent.........................................8
Section 2.05        Paying Agent to Hold Money and Notes in Trust.............................................9
Section 2.06        Noteholder Lists..........................................................................9
Section 2.07        Transfer and Exchange; Restrictions on Transfer; Depositary...............................9
Section 2.08        Replacement Notes........................................................................15
Section 2.09        Outstanding Notes; Determination of Holders' Action......................................15
Section 2.10        Temporary Notes..........................................................................15
Section 2.11        Cancellation.............................................................................16
Section 2.12        Persons Deemed Owners....................................................................16
Section 2.13        CUSIP Numbers............................................................................16
Section 2.14        Default Interest.........................................................................16

                                ARTICLE 3                                                                      
                                Purchases                                                                      

Section 3.01        Repurchase of Notes at Option of the Holder upon Change of Control.......................16
Section 3.02        Effect of Change of Control Repurchase Notice............................................19
Section 3.03        Deposit of Change of Control Repurchase Price............................................20
Section 3.04        Notes Purchased in Part..................................................................20
Section 3.05        Covenant to Comply with Securities Laws upon Purchase of Notes...........................20
Section 3.06        Repayment to the Issuer..................................................................20

                                ARTICLE 4                                                                      
                                Covenants                                                                      

Section 4.01        Payment of Principal, Premium, Interest on the Notes.....................................20
Section 4.02        Reports by the Issuer....................................................................21
Section 4.03        Compliance Certificate...................................................................21
Section 4.04        Further Instruments and Acts.............................................................21
Section 4.05        Maintenance of Office or Agency..........................................................21
Section 4.06        Delivery of Certain Information..........................................................21
Section 4.07        Existence................................................................................21
Section 4.08        Maintenance of Properties................................................................21
Section 4.09        Payment of Taxes and Other Claims........................................................22
Section 4.10        Liquidated Damages Notice................................................................22
Section 4.11        Additional Interest Notice...............................................................22


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                          ARTICLE 5                                                                       
                    Successor Corporation                                                                 
                                                                                                          
Section 5.01  When Issuer May Merge or Transfer Assets.................................................22 

                          ARTICLE 6                                                                       
                    Defaults and Remedies                                                                 

Section 6.01  Events of Default........................................................................23 
Section 6.02  Acceleration.............................................................................25 
Section 6.03  Other Remedies...........................................................................25 
Section 6.04  Waiver of Past Defaults..................................................................25 
Section 6.05  Control by Majority......................................................................25 
Section 6.06  Limitation on Suits......................................................................25 
Section 6.07  Rights of Holders To Receive Payment.....................................................26 
Section 6.08  Collection Suit by Trustee...............................................................26 
Section 6.09  Trustee May File Proofs of Claim.........................................................26 
Section 6.10  Priorities...............................................................................27 
Section 6.11  Undertaking for Costs....................................................................27 
Section 6.12  Waiver of Stay, Extension or Usury Laws..................................................27 

                          ARTICLE 7                                                                       
                           Trustee                                                                        

Section 7.01  Duties and Responsibilities of the Trustee; During Default; Prior to Default.............27 
Section 7.02  Certain Rights of the Trustee............................................................28 
Section 7.03  Trustee Not Responsible for Recitals, Dispositions of Notes or Application of               
              Proceeds Thereof.........................................................................29 
Section 7.04  Trustee and Agents May Hold Notes; Collections, etc......................................29 
Section 7.05  Moneys Held by Trustee...................................................................29 
Section 7.06  Compensation and Indemnification of Trustee and its Prior Claim..........................29 
Section 7.07  Right of Trustee to Rely on Officers' Certificate, etc...................................30 
Section 7.08  Conflicting Interests....................................................................30 
Section 7.09  Persons Eligible for Appointment as Trustee..............................................30 
Section 7.10  Resignation and Removal; Appointment of Successor Trustee................................30 
Section 7.11  Acceptance of Appointment by Successor Trustee...........................................31 
Section 7.12  Merger, Conversion, Consolidation or Succession to Business of Trustee...................32 
Section 7.13  Preferential Collection of Claims Against the Issuer.....................................32 
Section 7.14  Reports by the Trustee...................................................................32 
Section 7.15  Trustee to Give Notice of Default, but May Withhold in Certain Circumstances.............32 

                          ARTICLE 8                                                                       
                   Discharge of Indenture                                                                 

Section 8.01  Discharge of Indenture...................................................................32 
Section 8.02  Paying Agent to Repay Monies Held........................................................33 
Section 8.03  Return of Unclaimed Monies...............................................................33 

                          ARTICLE 9                                                                       
                   Supplemental Indentures                                                                

Section 9.01  Without Consent of Holders...............................................................33 
Section 9.02  With Consent of Holders..................................................................33 
Section 9.03  Compliance with Trust Indenture Act......................................................34 
Section 9.04  Revocation and Effect of Consents, Waivers and Actions...................................34 


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Section 9.05   Notation on or Exchange of Notes.........................................................34 
Section 9.06   Trustee to Sign Supplemental Indentures..................................................34 
Section 9.07   Effect of Supplemental Indentures........................................................35 

                          ARTICLE 10                                                                       
                          Conversion                                                                       

Section 10.01  Conversion Privilege.....................................................................35 
Section 10.02  Exercise of Conversion Right.............................................................35 
Section 10.03  Fractions of Shares......................................................................36 
Section 10.04  Adjustment of Conversion Rate............................................................36 
Section 10.05  Notice of Adjustments of Conversion Price................................................40 
Section 10.06  Notice Prior to Certain Actions..........................................................40 
Section 10.07  Issuer to Reserve Common Stock...........................................................41 
Section 10.08  Taxes on Conversions.....................................................................41 
Section 10.09  Covenant as to Common Stock..............................................................41 
Section 10.10  Cancellation of Converted Notes..........................................................42 
Section 10.11  Effect of Reclassification, Consolidation, Merger or Sale................................42 
Section 10.12  Responsibility of Trustee for Conversion Provisions......................................43 
Section 10.13  Voluntary Increase.......................................................................43 

                          ARTICLE 11                                                                       
                      Protection Payments                                                                  

Section 11.01  Additional Interest Amounts..............................................................43 

                          ARTICLE 12                                                                       
                         Miscellaneous                                                                     

Section 12.01  Trust Indenture Act Controls.............................................................43 
Section 12.02  Notices..................................................................................44 
Section 12.03  Communication by Holders with Other Holders..............................................44 
Section 12.04  Certificate and Opinion as to Conditions Precedent.......................................44 
Section 12.05  Statements Required in Certificate or Opinion............................................45 
Section 12.06  Separability Clause......................................................................45 
Section 12.07  Rules by Trustee, Paying Agent, Conversion Agent and Note Registrar......................45 
Section 12.08  Legal Holidays...........................................................................45 
Section 12.09  GOVERNING LAW............................................................................45 
Section 12.10  No Recourse Against Others...............................................................45 
Section 12.11  Successors...............................................................................45 
Section 12.12  Benefits of Indenture....................................................................45 
Section 12.13  Table of Contents, Heading, Etc..........................................................45 
Section 12.14  Authenticating Agent.....................................................................46 
Section 12.15  Execution in Counterparts................................................................46 

EXHIBITS

Exhibit A                 Form of Global Note                                   
Exhibit B-1               Transfer Certificate                                  
Exhibit B-2               Form of Letter to Be Delivered by                     
              Institutional Accredited Investors

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CROSS REFERENCE TABLE*

                                                                     INDENTURE
TIA SECTION                                                            SECTION  

310(a)(1)..................................................................7.09 
(a)(2).....................................................................7.09 
(a)(3).....................................................................N.A. 
(a)(4).....................................................................N.A. 
(a)(5).....................................................................7.09 
(b)......................................................7.08; 7.09; 7.10; 7.11 
(c)........................................................................N.A. 
311(a).....................................................................7.13 
(b)........................................................................7.13 
(c)........................................................................N.A. 
312(a).....................................................................2.06 
(b).......................................................................12.03 
(c).......................................................................12.03 
313(a)..................................................................7.14(a) 
(b)(1)..................................................................7.14(a) 
(b)(2)..................................................................7.14(a) 
(c).......................................................................12.02 
(d).....................................................................7.14(b) 
314(a)........................................................4.02; 4.03; 12.02 
(b)........................................................................N.A. 
(c)(1)....................................................................12.04 
(c)(2)....................................................................12.04 
(c)(3).....................................................................N.A. 
(d)........................................................................N.A. 
(e).......................................................................12.05 
(f)........................................................................N.A. 
315(a).....................................................................7.01 
(b).................................................................7.15; 12.02 
(c)........................................................................7.01 
(d)........................................................................7.01 
(e)........................................................................6.11 
316(a) (last sentence).....................................................2.09 
(a)(1)(A)..................................................................6.05 
(a)(1)(B)..................................................................6.04 
(a)(2).....................................................................N.A. 
(b)........................................................................6.07 
317(a)(1)..................................................................6.08 
(a)(2).....................................................................6.09 
(b)........................................................................2.05 
318(a)....................................................................12.01 

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

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     INDENTURE dated as of November 21, 2002 between XCEL ENERGY INC., a
Minnesota corporation (the "Issuer"), and WELLS FARGO BANK MINNESOTA, NATIONAL  
ASSOCIATION, a national banking association organized and existing under the    
laws of the United States, as trustee (the "Trustee").                          

RECITALS OF THE ISSUER

       The Issuer has duly authorized the creation of an issue of its 7 1/2%
Convertible Senior Notes due 2007 (herein called the "Notes") of substantially  
the tenor and amount hereinafter set forth, and to provide therefor the Issuer  
has duly authorized the execution and delivery of this Indenture.               

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

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE 1 

 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

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

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

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

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

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

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

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

       "Citadel Securities Purchase Agreement" means that certain Securities
Purchase Agreement, dated as of November 8, 2002, by and among the Issuer,      
Citadel Equity Fund Ltd., Citadel Credit Trading Ltd. and Jackson Investment    
Fund Ltd.                                                                       

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

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

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

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

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

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

     "Closing Time" has the meaning specified in the Purchase Agreement.

   "Common Stock" means the Common Stock, par value $2.50 per share,
together with any rights related thereto, of the Issuer, authorized at the date 
of this instrument as originally executed. Subject to the provisions of Section 
10.11, shares issuable on conversion of Notes shall include only shares of      
Common Stock or shares of any class or classes of common stock resulting from   
any reclassification or reclassifications thereof; provided, however, that if at
any time there shall be more than one such resulting class, the shares so       
issuable on conversion of Notes shall include shares of all such classes, and   
the shares of each such class then so issuable shall be substantially in the    
proportion which the total number of shares of such class resulting from all    
such reclassifications bears to the total number of shares of all such classes  
resulting from all such reclassifications.                                      

        "common stock" means any stock of any class of capital stock which has
no preference in respect of dividends or of amounts payable in the event of any 
voluntary or involuntary liquidation, dissolution or winding up of the issuer.  

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

     "Conversion Price" means, initially, $12.325, and at any point, the
price obtained by dividing $1,000 by the Conversion Rate then in effect, rounded
to the nearest cent.                                                            

       "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which     
office at the date hereof is located at Corporate Trust Services N9303-120,     
Sixth and Marquette, Minneapolis, Minnesota 55479, or such other address as the 
Trustee may designate from time to time by notice to the Holders and the Issuer,
or the principal corporate trust office of any successor Trustee (or such other 
address as a successor Trustee may designate from time to time by notice to the 
Holders and the Issuer).                                                        

         "Date of Delivery" has the meaning specified in the Purchase Agreement.

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

     "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.07(d) as the 
Depositary with respect to such Notes, until a successor shall have been        
appointed and become such pursuant to the applicable provisions of this         
Indenture, and thereafter, "Depositary" shall mean or include such successor.   

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

         "Holder" or "Noteholder" as applied to any Note, or other similar terms
(but excluding the term "beneficial holder"), means any Person in whose name at 
the time a particular Note is registered on the Note Registrar's books.         

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

  "Initial Purchasers" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Lazard Freres & Co. LLC.                                       

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

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

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

       "Issuer Order" means a written order signed in the name of the Issuer
by any two Officers of the Issuer.                                              

        "Liquidated Damages" has the meaning specified for "Liquidated Damages
Amount" in Section 2(e) of the Registration Rights Agreement.                   

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

"NRG" means NRG Energy, Inc.                                  

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

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

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

      "Overallotment Option" means the overallotment option granted by the
Issuer to the Initial Purchasers to purchase up to $30,000,000 aggregate        
principal amount of Notes to cover overallotments pursuant to the Purchase      
Agreement.                                                                      

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

  "Portal Market" means The Portal Market operated by the National
Association of Securities Dealers, Inc. or any successor thereto.               

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

        "Purchase Agreement" means the Purchase Agreement dated as of November
19, 2002, between the Issuer and the Initial Purchasers.                        

        "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

        "Registration Rights Agreement" means that certain Registration Rights
Agreement, dated the date hereof, between the Issuer and the Initial Purchasers,
as amended from time to time in accordance with its terms.                      

       "Regular Quarterly Dividend" means the cash dividend paid every three
months to holders of the Common Stock the timing of which is in accordance with 
past practices.                                                                 

      "Regular Record Date" means, with respect to the interest payable on
any Interest Payment Date, the close of business on May 6 or November 6 (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date.                                                                           

         "Responsible Officer" means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant treasurer, trust officer or any  
other officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,  
or to whom any corporate trust matter is referred because of such person's      
knowledge of and familiarity with the particular subject, and who shall have    
direct responsibility for the administration of this Indenture.                 

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

"SEC" means the Securities and Exchange Commission.           

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

         "Significant Subsidiary" means any direct or indirect Subsidiary of the
Issuer (other than NRG or any subsidiary of NRG) that meets any of the following
conditions:                                                                     

               (1) the Issuer's and its other Subsidiaries' investments in
       and advances to such Subsidiary exceed 15% of the total assets of the
   Issuer and its Subsidiaries (other than NRG and its subsidiaries)
        consolidated as of the end of the most recently completed fiscal year;

              (2) the Issuer's and its other Subsidiaries' proportionate
     share of the total assets (after intercompany eliminations) of such
 Subsidiary exceed 15% of the total assets of the Issuer and its
       Subsidiaries (other than NRG and its subsidiaries) consolidated as of
the end of the most recently completed fiscal year; or        

              (3) the Issuer's and its other Subsidiaries' equity in the
      income from continuing operations before income taxes, extraordinary
         items and cumulative effect of a change in accounting principle of such
Subsidiary exceed 15% of such income of the Issuer and its    

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         Subsidiaries (other than NRG and its subsidiaries) consolidated for the
most recently completed fiscal year.                          

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

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

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

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

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

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

    "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full   
faith and credit is pledged or (ii) obligations of a Person controlled or       
supervised by or acting as an agency or instrumentality of the United States of 
America the payment of which is unconditionally guaranteed as a full faith and  
credit obligation by the United States of America, which, in either case, are   
not callable or redeemable at the option of the issuer thereof at any time prior
to the Stated Maturity of the Notes, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S.    
Government Obligation or a specific payment of interest on or principal of any  
such U.S. Government Obligation held by such custodian for the account of the   
holder of a depository receipt; provided that (except as required by law) such  
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in  
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository     
receipt.                                                                        

       "Voting Stock" means with respect to any Person, Capital Stock of any
class or kind ordinarily having the power to vote for the election of directors 
of such Person.                                                                 

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Section 1.02 Other Definitions.                               

                                                                [Download Table]


Term                                                       Defined in Section
                                                                             
"Act"                                                           1.05(a)      
"Additional Interest Amount"                                      11.01(a)   
"Additional Interest Payment Notice"                              4.11       
"Agent Members"                                                 2.07(d)      
"Average Sale Price"                                              10.04      
"Bankruptcy Law"                                                6.01         
"Certificated Notes"                                            2.07(b)      
"Change of Control"                                             3.01(a)      
"Change of Control Repurchase Date"                             3.01(a)      
"Change of Control Repurchase Notice"                           3.01(c)      
"Change of Control Repurchase Price"                            3.01(a)      
"Conversion Rate"                                               10.01        
"Current Quarterly Dividend"                                    11.01(a)     
"Custodian"                                                     6.01         
"Event of Default"                                              6.01         
"Ex-Dividend Time"                                              10.04        
"Exchange Act"                                                  3.01(a)      
"Extraordinary Cash Dividend"                                   10.04(c)     
"Global Note"                                                   2.07(b)      
"Legal Holiday"                                                 12.08        
"Liquidated Damages Notice"                                     4.10         
"Measurement Period"                                              10.04(c)   
"Non-Electing Share"                                            10.11        
"Note Register"                                                 2.04         
"Note Registrar"                                                2.04         
"Notice of Default"                                             6.01         
"Paying Agent"                                                  2.04         
"Post-Distribution Price"                                        10.04(c)    
"Principal Amount"                                              2.07(b)      
"Rights"                                                         10.09       
"Rights Agreement"                                               10.09       
"Relevant Cash Dividends"                                        10.04(c)    
"Restricted Note"                                               10.02        
"Restricted Securities"                                         2.07(d)      
"Rule 144A Information"                                         4.06         
"Time of Determination"                                          10.04       
"transfer"                                                      2.07(d)      

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

"Commission" means the SEC.                                   

"indenture Notes" means the Notes.                            

"indenture Note holder" means a Noteholder.                   

"indenture to be qualified" means this Indenture.             

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

"obligor" on the indenture Notes means the Issuer.            

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

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

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

(b) "or" is not exclusive;                

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

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

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

        Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Note shall bind every future Holder of the    
same Note and the holder of every Note issued upon the registration of transfer 
thereof or in exchange therefor or in lieu thereof in respect of anything done, 
omitted or suffered to be done by the Trustee or the Issuer in reliance thereon,
whether or not notation of such action is made upon such Note.                  

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

ARTICLE 2 

THE NOTES 

        Section 2.01 Designation Amount and Issue of Notes. The Notes shall be
designated as "7 1/2% Convertible Senior Notes due 2007". Except pursuant to    
Sections 2.07, 2.08, 3.01, 3.04, 9.05 and 10.02 hereof, Notes not to exceed the 
aggregate principal amount of $200,000,000 (or $230,000,000, if the             
Overallotment Option is fully exercised by the Initial Purchasers) upon the     
execution of this Indenture, or from time to time thereafter, may               

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be executed by the Issuer and delivered to the Trustee for authentication, and  
the Trustee shall thereupon authenticate and deliver said Notes upon an Issuer  
Order, without any further action by the Issuer hereunder.                      

        Section 2.02 Form of Notes. The Notes and the Trustee's certificate of
authentication to be borne by such Notes shall be substantially in the form set 
forth in Exhibit A, which is incorporated in and made a part of this Indenture. 

   Any of the Notes may have such letters, numbers or other marks of
identification and such notations, legends and endorsements as the officers     
executing the same may approve (execution thereof to be conclusive evidence of  
such approval) and as are not inconsistent with the provisions of this          
Indenture, or as may be required to comply with any law or with any rule or     
regulation made pursuant thereto or with any rule or regulation of any          
securities exchange or automated quotation system on which the Notes may be     
listed, or to conform to usage.                                                 

        Any Global Note shall represent such of the outstanding Notes as shall
be specified therein and shall provide that it shall represent the aggregate    
amount of outstanding Notes from time to time endorsed thereon and that the     
aggregate amount of outstanding Notes represented thereby may from time to time 
be increased or reduced to reflect transfers or exchanges permitted hereby. Any 
endorsement of a Global Note to reflect the amount of any increase or decrease  
in the amount of outstanding Notes represented thereby shall be made by the     
Trustee, in such manner and upon instructions given by the holder of such Notes 
in accordance with this Indenture. Payment of principal of and interest on any  
Global Note shall be made to the Holder of such Note.                           

    The terms and provisions contained in the form of Note attached as
Exhibit A hereto shall constitute, and are hereby expressly made, a part of this
Indenture and, to the extent applicable, the Issuer and the Trustee, by their   
execution and delivery of this Indenture, expressly agree to such terms and     
provisions and to be bound thereby.                                             

        Section 2.03 Execution and Authentication. The Notes shall be executed
on behalf of the Issuer by an Officer of the Issuer, which may be manual or     
facsimile.                                                                      

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

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

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

     Section 2.04 Note Registrar, Paying Agent and Conversion Agent. The
Issuer shall maintain an office or agency where Notes may be presented for      
registration of transfer or for exchange ("Note Registrar"), an office or agency
where Notes may be presented for payment ("Paying Agent") and an office or      
agency where Notes may be presented for conversion ("Conversion Agent"). The    
Note Registrar shall keep a register (the "Note Register") in which, subject to 
such reasonable regulations as it may prescribe, it shall provide for the       
registration and transfer of the Notes. The Issuer may have one or more         
co-registrars, one or more additional paying agents and one or more additional  
conversion agents. The term Paying Agent includes any additional paying agent,  
including any named pursuant to Section 4.05. The term Conversion Agent includes
any additional conversion agent, including any named pursuant to Section 4.05.  

         The Issuer shall notify the Trustee of the name and address of any such
agent. If the Issuer fails to maintain a Note Registrar, Paying Agent or        
Conversion Agent, the Trustee shall act as such and shall be entitled to        

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appropriate compensation therefor pursuant to Section 7.06. The Issuer or any   
Subsidiary or an Affiliate of it may act as Paying Agent, Note Registrar,       
Conversion Agent or co-registrar.                                               

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

       Section 2.05 Paying Agent to Hold Money and Notes in Trust. Except as
otherwise provided herein, on or prior to each due date of payments in respect  
of any Note, the Issuer shall deposit with the Paying Agent a sum of money (in  
immediately available funds if deposited on the due date) or Common Stock       
sufficient to make such payments when so becoming due. The Issuer shall require 
each Paying Agent (other than the Trustee) to agree in writing that the Paying  
Agent shall hold in trust for the benefit of Noteholders or the Trustee all     
money and Common Stock held by the Paying Agent for the making of payments in   
respect of the Notes and shall notify the Trustee of any default by the Issuer  
in making any such payment. At any time during the continuance of any such      
default, the Paying Agent shall, upon the written request of the Trustee,       
forthwith pay to the Trustee all money and Common Stock so held in trust. If the
Issuer, a Subsidiary or an Affiliate of either of them acts as Paying Agent, it 
shall segregate the money and Common Stock held by it as Paying Agent and hold  
it as a separate trust fund. The Issuer at any time may require a Paying Agent  
to pay all money and Common Stock held by it to the Trustee and to account for  
any funds and Common Stock disbursed by it. Upon doing so, the Paying Agent     
shall have no further liability for the money or Common Stock.                  

         Section 2.06 Noteholder Lists. The Trustee shall preserve in as current
a form as is reasonably practicable the most recent list available to it of the 
names and addresses of Noteholders. If the Trustee is not the Note Registrar,   
the Issuer shall cause to be furnished to the Trustee at least semiannually on  
January 1 and July 1 a listing of Noteholders dated within 15 days of the date  
on which the list is furnished and at such other times as the Trustee may       
request in writing a list in such form and as of such date as the Trustee may   
reasonably require of the names and addresses of Noteholders.                   

Section 2.07 Transfer and Exchange; Restrictions on Transfer; 
Depositary. (a) Upon surrender for registration of transfer of any Note,        
together with a written instrument of transfer satisfactory to the Note         
Registrar duly executed by the Noteholder or such Noteholder's attorney duly    
authorized in writing, at the office or agency of the company designated as Note
Registrar or co-registrar pursuant to Section 2.04, and satisfaction of the     
requirements of such transfer set forth in this Section, the Issuer shall       
execute, and the Trustee shall authenticate and deliver, in the name of the     
designated transferee or transferees, one or more new Notes of any authorized   
denomination or denominations, of a like aggregate principal amount and bearing 
such restrictive legends as may be required by this Indenture. The Issuer shall 
not charge a service charge for any registration of transfer or exchange, but   
the Issuer may require payment of a sum sufficient to pay all taxes, assessments
or other governmental charges that may be imposed in connection with the        
transfer or exchange of the Notes from the Noteholder requesting such transfer  
or exchange.                                                                    

        At the option of the Holder, Notes may be exchanged for other Notes of
any authorized denomination or denominations, of a like aggregate principal     
amount, upon surrender of the Notes to be exchanged, together with a written    
instrument of transfer satisfactory to the Note Registrar duly executed by the  
Noteholder or such Noteholder's attorney duly authorized in writing, at such    
office or agency. Whenever any Notes are so surrendered for exchange, the Issuer
shall execute, and the Trustee shall authenticate and deliver, the Notes which  
the Holder making the exchange is entitled to receive.                          

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

       The Issuer shall not be required to make, and the Note Registrar need
not register, transfers or exchanges of any Notes in respect of which a Change  
of Control Repurchase Notice (as defined in Section 3.01(c)) has been given and 
not withdrawn by the Holder thereof in accordance with the terms of this        
Indenture (except, in the case of Notes to be purchased in part, the portion    
thereof not to be purchased).                                                   

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        (b) So long as the Notes are eligible for book-entry
settlement with the Depositary, or unless otherwise required by law, all Notes  
that, upon initial issuance are beneficially owned by QIBs or as a result of a  
sale or transfer after initial issuance are beneficially owned by QIBs, will be 
represented by one or more Notes in global form registered in the name of the   
Depositary or the nominee of the Depositary (a "Global Note"), except as        
otherwise specified below. The transfer and exchange of beneficial interests in 
any such Global Note shall be effected through the Depositary in accordance with
this Indenture and the procedures of the Depositary therefor. The Trustee shall 
make appropriate endorsements to reflect increases or decreases in the principal
amounts of any such Global Note as set forth on the face of the Note ("Principal
Amount") to reflect any such transfers. Except as provided below, beneficial    
owners of a Global Note shall not be entitled to have certificates registered in
their names, will not receive or be entitled to receive physical delivery of    
certificates in definitive form ("Certificated Notes") and will not be          
considered holders of such Global Note.                                         

            (c) (i) So long as the Notes are eligible for book-entry
settlement with the Depositary, or unless otherwise required by law, upon any   
transfer of a Certificated Note to a QIB in accordance with Rule 144A that      
requests delivery of such Note in the form of an interest in the Global Note,   
and upon receipt of the Certificated Note or Notes being so transferred,        
together with a certification, substantially in the form of Exhibit B-1 hereto, 
from the transferor that the transfer is being made in compliance with Rule 144A
(or other evidence satisfactory to the Trustee), the Trustee shall make an      
endorsement on the Global Note to reflect an increase in the aggregate Principal
Amount of the Notes represented by such Global Note, and the Trustee shall      
cancel such Certificated Note or Notes in accordance with the standing          
instructions and procedures of the Depositary.                                  

                     (ii) Upon any sale or transfer of a Note to the
         Issuer or any Subsidiary thereof (other than pursuant to a registration
        statement that has been declared effective under the Securities Act or
        after the expiration of the holding period applicable to sales thereof
    under Rule 144(k) under the Securities Act), the transferor shall,
      prior to such sale or transfer, furnish to the Issuer and/or Trustee
     such certifications, including a certification substantially in the
         form of Exhibit B-1 hereto, legal opinions or other information as they
       may reasonably require to confirm that the proposed transfer is being
         made pursuant to an exemption from, or in a transaction not subject to,
        the registration requirements of the Securities Act. Upon any transfer
   of a beneficial interest in the Global Note to the Issuer or such
       Subsidiary, as the case may be, the Trustee shall make an endorsement
     on the Global Note to reflect a decrease in the aggregate Principal
     Amount of the Notes represented by such Global Note, and the Issuer
      shall execute a Certificated Note or Notes in exchange therefor, and
     the Trustee, upon receipt of such Certificated Note or Notes and an
         Issuer Order, shall authenticate and deliver such, Certificated Note or
Notes.                                                        

                     (iii) Upon any sale or transfer of a Note to an
Institutional Accredited Investor (other than pursuant to a   
   registration statement that has been declared effective under the
         Securities Act or after the expiration of the holding period applicable
    to sales thereof under Rule 144(k) under the Securities Act), such
Institutional Accredited Investor shall, prior to such sale or
    transfer, furnish to the Issuer and/or the Trustee a signed letter
       containing representations and agreements relating to restrictions on
        transfer substantially in the form set forth in Exhibit B-2 hereto and
      the transferor shall, prior to such sale or transfer, furnish to the
      Issuer and/or Trustee such certifications, including a certification
    substantially in the form of Exhibit B-1 hereto, legal opinions or
      other information as they may reasonably require to confirm that the
        proposed transfer is being made pursuant to an exemption from, or in a
  transaction not subject to, the registration requirements of the
   Securities Act. Upon any transfer of a beneficial interest in the
        Global Note to an Institutional Accredited Investor, the Trustee shall
     make an endorsement on the Global Note to reflect a decrease in the
    aggregate Principal Amount of the Notes represented by such Global
    Note, and the Issuer shall execute a Certificated Note or Notes in
       exchange therefor, and the Trustee, upon receipt of such Certificated
         Note or Notes and an Issuer Order, shall authenticate and deliver such,
Certificated Note or Notes.                                   

                          (iv) Upon any sale or transfer of a Note outside the
    United States in compliance with Rule 904 under the Securities Act
         (other than pursuant to a registration statement that has been declared
   effective under the Securities Act or after the expiration of the
        holding period applicable to sales thereof under Rule 144(k) under the
Securities Act), the transferor shall, prior                  

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         to such sale or transfer, furnish to the Issuer and/or the Trustee such
        certifications, including a certification substantially in the form of
     Exhibit B-1 hereto, legal opinions or other information as they may
        reasonably require to confirm that the proposed transfer is being made
        pursuant to an exemption from, or in a transaction not subject to, the
         registration requirements of the Securities Act. Upon any transfer of a
        beneficial interest in the Global Note to such transferee, the Trustee
       shall make an endorsement on the Global Note to reflect a decrease in
        the aggregate Principal Amount of the Notes represented by such Global
      Note, and the Issuer shall either (1) execute a Certificated Note or
   Notes in exchange therefor, and the Trustee, upon receipt of such
        Certificated Note or Notes and an Issuer Order, shall authenticate and
       deliver such, Certificated Note or Notes or (2) if a Global Note with
        respect to Notes transferred in compliance with Regulation S under the
    Securities Act has previously been executed and authenticated, the
    Trustee shall make an endorsement on such Global Note to reflect a
   corresponding increase in the aggregate Principal Amount of Notes
represented by such Global Note.                              

                         (v) Upon any sale or transfer of a Note pursuant to
the exemption from registration provided by Rule 144 under the
       Securities Act, the transferor shall, prior to such sale or transfer,
         furnish to the Issuer and/or the Trustee such certifications, including
        a certification substantially in the form of Exhibit B-1 hereto, legal
         opinions or other information as they may reasonably require to confirm
         that the proposed transfer is being made pursuant to an exemption from,
      or in a transaction not subject to, the registration requirements of
       the Securities Act. Upon any transfer of a beneficial interest in the
       Global Note to such transferee, the Trustee shall make an endorsement
     on the Global Note to reflect a decrease in the aggregate Principal
  Amount of the Notes represented by such Global Note, and, at the
  request of the transferee, either (1) the Issuer shall execute a
        Certificated Note or Notes in exchange therefor, and the Trustee, upon
       receipt of such Certificated Note or Notes and an Issuer Order, shall
       authenticate and deliver such, Certificated Note or Notes or (2) if a
        global note that does not bear the legend set forth in Section 2.07(d)
        has previously been executed and authenticated, the Trustee shall make
        an endorsement on such global note to reflect a corresponding increase
       in the aggregate Principal Amount of Notes represented by such global
note.                                                         

       Any global note may be endorsed with or have incorporated in the text
thereof such legends or recitals or changes not inconsistent with the provisions
of this Indenture as may be required by the Trustee, the Depositary or by the   
National Association of Securities Dealers, Inc. in order for the Notes to be   
tradeable on The Portal Market or as may be required for the Notes to be        
tradeable on any other market developed for trading of securities pursuant to   
Rule 144A or required to comply with any applicable law or any regulation       
thereunder or with the rules and regulations of any securities exchange or      
automated quotation system upon which the Notes may be listed or traded or to   
conform with any usage with respect thereto, or to indicate any special         
limitations or restrictions to which any particular Notes are subject.          

               (d) Every Note that bears or is required under this Section
2.07(d) to bear the legend set forth in this Section 2.07(d) (together with any 
Common Stock issued upon conversion of the Notes and required to bear the legend
set forth in Section 2.07(e), collectively, the "Restricted Securities") shall  
be subject to the restrictions on transfer set forth in this Section 2.07(d)    
(including those set forth in the legend set forth below) unless such           
restrictions on transfer shall be waived by written consent of the Issuer, and  
the holder of each such Restricted Security, by such Noteholder's acceptance    
thereof, agrees to be bound by all such restrictions on transfer. As used in    
Section 2.07(d) and 2.07(e), the term "transfer" encompasses any sale, pledge,  
loan, transfer or other disposition whatsoever of any Restricted Security.      

        Until the expiration of the holding period applicable to sales thereof
under Rule 144(k) under the Securities Act (or any successor provision), any    
certificate evidencing such Note (and all securities issued in exchange therefor
or substitution thereof, other than Common Stock, if any, issued upon conversion
thereof, which shall bear the legend set forth in Section 2.07(e), if           
applicable) shall bear a legend in substantially the following form, unless such
Note has been sold pursuant to a registration statement that has been declared  
effective under the Securities Act (and which continues to be effective at the  
time of such transfer), or unless otherwise agreed by the Issuer in writing,    
with written notice thereof to the Trustee:                                     

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       THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS  
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS      
SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY  
NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD,     
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE      
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT  
SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF 
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE         
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES THEREOF UNDER RULE 144(K)  
UNDER THE SECURITIES ACT (OR ANY SUCCESSIVE PROVISION) (THE "RESALE RESTRICTION 
PERIOD"), ONLY (A) TO XCEL ENERGY INC. OR ANY SUBSIDIARY THEREOF, (B) FOR SO    
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A      
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE    
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) OUTSIDE THE UNTIED STATES  
TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR   
RULE 904 OF REGULATION S, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN  
THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE       
SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE   
ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES 
AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY            
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION 
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (F)    
PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF 
THE SECURITIES ACT, INCLUDING UNDER RULE 144, IF AVAILABLE. IF ANY RESALE OR    
OTHER TRANSFER OF THIS SECURITY OR SHARES OF COMMON STOCK ISSUED UPON CONVERSION
OF THIS SECURITY IS PROPOSED TO BE MADE PURSUANT TO CLAUSE (D) OF THIS PARAGRAPH
PRIOR TO THE EXPIRATION OF THE RESALE RESTRICTION PERIOD (OR THE DATE OF        
REGISTRATION THEREOF), THE TRANSFEROR SHALL BE REQUIRED TO DELIVER A LETTER FROM
THE TRANSFEREE TO THE TRUSTEE WHICH SHALL PROVIDE, AMONG OTHER THINGS, THAT THE 
TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF        
SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT AND   
THAT IT IS ACQUIRING THIS SECURITY OR SHARES OF COMMON STOCK ISSUED UPON        
CONVERSION OF THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN 
VIOLATION OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY  
REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH 
INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL. EACH  
PURCHASER ACKNOWLEDGES THAT PRIOR TO THE EXPIRATION OF THE RESALE RESTRICTION   
PERIOD, THE ISSUER AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF 
AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO   
EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN  
THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED
BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST  
OF THE HOLDER AFTER EXPIRATION OF THE RESALE RESTRICTION PERIOD.                

       Any Note (or security issued in exchange or substitution therefor) as
to which such restrictions on transfer shall have expired in accordance with    
their terms or as to conditions for removal of the foregoing legend set forth   
therein have been satisfied may, upon surrender of such Note for exchange to the
Note Registrar in accordance with the provisions of this Section 2.07, be       
exchanged for a new Note or Notes, of like tenor and aggregate principal amount,
which shall not bear the restrictive legend required by this Section 2.07(d).   

        Notwithstanding any other provisions of this Indenture (other than the
provisions set forth in Section 2.07(c), with respect to transfers of beneficial
interests in a Global Note, and in this Section 2.07(d)), a Global Note may not 
be transferred as a whole or in part except by the Depositary to a nominee of   
the Depositary or by a                                                          

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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.                                                   

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

         The Depositary shall be a clearing agency registered under the Exchange
Act. The Issuer initially appoints The Depository Trust Company to act as       
Depositary with respect to the Notes in global form. Initially, the Global Note 
shall be issued to the Depositary, registered in the name of Cede & Co., as the 
nominee of the Depositary, and deposited with the Trustee, as custodian for Cede
& Co.                                                                           

     If at any time the Depositary for a Global Note notifies the Issuer
that it is unwilling or unable to continue as Depositary for such Note, the     
Issuer may appoint a successor Depositary with respect to such Note. If a       
successor Depositary is not appointed by the Issuer within ninety (90) days     
after the Issuer receives such notice, the Issuer will execute, and the Trustee,
upon receipt of an Officers' Certificate for the authentication and delivery of 
Notes, will authenticate and deliver, Certificated Notes, in an aggregate       
principal amount equal to the principal amount of such Global Note, in exchange 
for such Global Note.                                                           

   If a Certificated Note is issued in exchange for any portion of a
Global Note after the close of business at the office or agency where such      
exchange occurs on any Regular Record Date and before the opening of business at
such office or agency on the next succeeding Interest Payment Date, interest    
will not be payable on such Interest Payment Date in respect of such            
Certificated Note, but will be payable on such Interest Payment Date only to the
Person to whom interest in respect of such portion of such Global Note is       
payable in accordance with the provisions of this Indenture.                    

     Certificated Notes issued in exchange for all or a part of a Global
Note pursuant to this Section 2.07 shall be registered in such names and in such
authorized denominations as the Depositary, pursuant to instructions from its   
direct or indirect participants or otherwise, shall instruct the Trustee. Upon  
execution and authentication, the Trustee shall deliver such Certificated Notes 
to the Persons in whose names such Certificated Notes are so registered.        

     At such time as all interests in a Global Note have been converted,
canceled or exchanged for Certificated Notes, or transferred to a transferee who
receives Certificated Notes thereof, such Global Note shall, upon receipt       
thereof, be canceled by the Trustee in accordance with standing procedures and  
instructions existing between the Depositary and the Trustee. At any time prior 
to such cancellation, if any interest in a Global Note is exchanged for         
Certificated Notes, converted, canceled or exchanged or transferred to a        
transferee who receives Certificated Notes therefor or any Certificated Note is 
exchanged or transferred for part of a Global Note, the principal amount of such
Global Note shall, in accordance with the standing procedures and instructions  
existing between the Depositary and the Trustee, be appropriately reduced or    
increased, as the case may be, and an endorsement shall be made on such Global  
Note, by the Trustee to reflect such reduction or increase.                     

                (e) Until the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor      
provision), any stock certificate representing Common Stock issued upon         
conversion of any Note shall bear a legend in substantially the following form, 
unless such Common Stock has been sold pursuant to a registration statement that
has been declared effective under the Securities Act (and which continues to be 
effective at the time of such transfer) or such Common Stock has been issued    
upon conversion of Notes that have been transferred pursuant to a registration  
statement that has been declared effective under the Securities Act, or unless  
otherwise agreed by the Issuer in writing with written notice thereof to the    
transfer agent:                                                                 

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         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS   
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED,  
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT  
SUBJECT TO, REGISTRATION.                                                       

        THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, 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 "RESALE RESTRICTION PERIOD"), ONLY (A) TO XCEL
ENERGY INC. OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE    
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES  
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED        
INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN 
RELIANCE ON RULE 144A, (C) OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN AN  
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S,   
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH
(A)(1), (2), (3) or (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IT IS         
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN       
INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF   
THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN     
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER       
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,   
INCLUDING UNDER RULE 144, IF AVAILABLE. IF ANY RESALE OR OTHER TRANSFER OF THIS 
SECURITY IS PROPOSED TO BE MADE PURSUANT TO CLAUSE (D) ABOVE PRIOR TO THE       
EXPIRATION OF THE RESALE RESTRICTION PERIOD (OR THE DATE OF REGISTRATION        
THEREOF), THE TRANSFEROR SHALL BE REQUIRED TO DELIVER A LETTER FROM THE         
TRANSFEREE TO THE TRANSFER AGENT WHICH SHALL PROVIDE, AMONG OTHER THINGS, THAT  
THE TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF    
SUBPARAGRAPH (A)(1), (2), (3) or (7) OF RULE 501 UNDER THE SECURITIES ACT AND   
THAT IT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR          
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT IN EACH OF THE         
FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY  
OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIME WITHIN ITS  
OR THEIR CONTROL. EACH PURCHASER ACKNOWLEDGES THAT PRIOR TO THE EXPIRATION OF   
THE RESALE RESTRICTION PERIOD, THE ISSUER AND THE TRUSTEE RESERVE THE RIGHT TO  
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER       
INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A 
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY
IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER EXPIRATION OF THE RESALE           
RESTRICTION PERIOD.                                                             

       Any such Common Stock as to which such restrictions on transfer shall
have expired in accordance with their terms or as to which the conditions for   
removal of the foregoing legend set forth therein have been satisfied may, upon 
surrender of the certificates representing such shares of Common Stock for      
exchange in accordance with the procedures of the transfer agent for the Common 
Stock, be exchanged for a new certificate or certificates for a like number of  
shares of Common Stock, which shall not bear the restrictive legend required by 
this Section 2.07(e).                                                           

              (f) Any Note or Common Stock issued upon the conversion or
exchange of a Note that, prior to the expiration of the holding period          
applicable to sales thereof under Rule 144(k) under the Securities Act (or any  
successor provision), is purchased or owned by the Issuer or any Affiliate      
thereof may not be resold by the Issuer or such Affiliate unless registered     
under the Securities Act or resold pursuant to an exemption from the            
registration requirements of the Securities Act in a transaction which results  
in such Notes or Common Stock, as the case may be, no longer being "restricted  
securities" (as defined under Rule 144).                                        

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Section 2.08 Replacement Notes. If (a) any mutilated Note is  
surrendered to the Trustee, or (b) the Issuer, the Trustee and, if applicable,  
the Authenticating Agent receive evidence to their satisfaction of the          
destruction, loss or theft of any Note, and there is delivered to the Issuer,   
the Trustee and, if applicable, the Authenticating Agent such Note or indemnity 
as may be required by them to save each of them harmless, then, in the absence  
of notice to the Issuer, the Trustee or, if applicable, the Authenticating Agent
that such Note has been acquired by a bona fide purchaser, the Issuer shall     
execute and upon their written request the Trustee or the Authenticating Agent  
shall authenticate and deliver, in exchange for any such mutilated Note or in   
lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and   
principal amount, bearing a number not contemporaneously outstanding.           

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

        Upon the issuance of any new Notes under this Section 2.08, the Issuer
may require the payment of a sum sufficient to cover any tax or other           
governmental charge that may be imposed in relation thereto and any other       
expenses (including the fees and expenses of the Trustee and any Authenticating 
Agent) connected therewith.                                                     

    Every new Note issued pursuant to this Section 2.08 in lieu of any
mutilated, destroyed, lost or stolen Note shall constitute an original          
additional contractual obligation of the Issuer, whether or not the destroyed,  
lost or stolen Note shall be at any time enforceable by anyone, and shall be    
entitled to all benefits of this Indenture equally and proportionately with any 
and all other Notes duly issued hereunder.                                      

      The provisions of this Section 2.08 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the        
replacement or payment of mutilated, destroyed, lost or stolen Notes.           

         Section 2.09 Outstanding Notes; Determination of Holders' Action. Notes
outstanding at any time are all the Notes authenticated by the Trustee except   
for those cancelled by it or delivered to it for cancellation, those paid       
pursuant to Section 2.08 and those described in this Section 2.09 as not        
outstanding. A Note does not cease to be outstanding because the Issuer or an   
Affiliate thereof holds the Note; provided, however, that in determining whether
the Holders of the requisite principal amount of the outstanding Notes have     
given or concurred in any request, demand, authorization, direction, notice,    
consent or waiver hereunder, Notes owned by the Issuer or any other obligor upon
the Notes or any Affiliate of the Issuer or such other obligor shall be         
disregarded and deemed not to be outstanding, except that, in determining       
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Notes which a         
Responsible Officer of the Trustee actually knows to be so owned shall be so    
disregarded. Subject to the foregoing, only Notes outstanding at the time of    
such determination shall be considered in any such determination (including,    
without limitation, determinations pursuant to Articles 6 and 9).               

 If a Note is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the       
replaced Note is held by a bona fide purchaser.                                 

      If the Paying Agent holds, in accordance with this Indenture, on the
Business Day following the Change of Control Repurchase Date, or on Stated      
Maturity, money or securities, if permitted hereunder, sufficient to pay Notes  
payable on that date, then immediately after such Change of Control Repurchase  
Date or Stated Maturity, as the case may be, such Notes shall cease to be       
outstanding and interest on such Notes shall cease to accrue. If a Note is      
converted in accordance with Article 10, then from and after the time of        
conversion on the conversion date, such Note shall cease to be outstanding and  
interest shall cease to accrue on such Note.                                    

     Section 2.10 Temporary Notes. Pending the preparation of definitive
Notes, the Issuer may execute, and upon an Issuer Order the Trustee shall       
authenticate and deliver, temporary Notes which are printed, lithographed,      
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Notes in lieu of which they are    
issued and with such appropriate insertions, omissions, substitutions and other 
variations as the officers executing such Notes may determine, as conclusively  
evidenced by their execution of such Notes.                                     

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       If temporary Notes are issued, the Issuer will cause definitive Notes
to be prepared without unreasonable delay.                                      

         After the preparation of definitive Notes, the temporary Notes shall be
exchangeable for definitive Notes upon surrender of the temporary Notes at the  
office or agency of the Issuer designated for such purpose pursuant to Section  
2.04, without charge to the Holder. Upon surrender for cancellation of any one  
or more temporary Notes the Issuer shall execute and the Trustee or an          
Authenticating Agent shall authenticate and deliver in exchange therefor a like 
principal amount of definitive Notes of authorized denominations. Until so      
exchanged the temporary Notes shall in all respects be entitled to the same     
benefits under this Indenture as definitive Notes.                              

        Section 2.11 Cancellation. All Notes surrendered for payment, purchase
by the Issuer pursuant to Article 3, conversion or registration of transfer or  
exchange shall, if surrendered to any person other than the Trustee, be         
delivered to the Trustee and shall be promptly cancelled by it. The Issuer may  
at any time deliver to the Trustee for cancellation any Notes previously        
authenticated and delivered hereunder which the Issuer may have acquired in any 
manner whatsoever, and all Notes so delivered shall be promptly cancelled by the
Trustee. The Issuer may not issue new Notes to replace Notes it has paid or     
delivered to the Trustee for cancellation or that any Holder has converted      
pursuant to Article 10. No Notes shall be authenticated in lieu of or in        
exchange for any Notes cancelled as provided in this Section 2.11, except as    
expressly permitted by this Indenture. All cancelled Notes held by the Trustee  
shall be disposed of by the Trustee in its customary manner.                    

        Section 2.12 Persons Deemed Owners. Prior to due presentment of a Note
for registration of transfer, the Issuer, the Trustee and any agent of the      
Issuer or the Trustee may treat the Person in whose name such Note is registered
as the owner of such Note for the purpose of receiving payment of principal of  
the Note or the payment of any Change of Control Repurchase Price in respect    
thereof, and interest thereon, for the purpose of conversion and for all other  
purposes whatsoever, whether or not such Note be overdue, and neither the       
Issuer, the Trustee nor any agent of the Issuer or the Trustee shall be affected
by notice to the contrary.                                                      

     Section 2.13 CUSIP Numbers. The Issuer in issuing the Notes may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use   
"CUSIP" numbers in notices of redemption as a convenience to Holders. The Issuer
will promptly notify the Trustee of any change in the CUSIP numbers.            

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

ARTICLE 3 

PURCHASES 

         Section 3.01 Repurchase of Notes at Option of the Holder upon Change of
Control. (a) If there shall have occurred a Change of Control, all or any       
portion of the Notes of any Holder equal to $1,000 or a whole multiple of       
$1,000, shall be repurchased by the Issuer, at the option of such Holder, at a  
repurchase price equal to 100% of the principal amount of the Notes to be       
repurchased, together with interest (including Liquidated Damages) accrued and  
unpaid to, but excluding, the repurchase date (the "Change of Control Repurchase
Price"), on the date (the "Change of Control Repurchase Date") that is 45 days  
after the date the Issuer delivered the notice required under Section 3.01(c)   
(or if such 45th day is not a Business Day, the next succeeding Business Day);  
provided, however, that installments of interest on Notes the Stated Maturity of
which is prior to or on the Change of Control Repurchase Date shall be payable  
to the Holders of such Notes, or one or more predecessor Notes, registered as   
such on the relevant Regular Record Date according to their terms.              

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

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

            (i) any "person" or "group" (as such terms are used in
     Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
      amended (the "Exchange Act")), acquires the beneficial ownership (as
        defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a
         Person shall be deemed to have "beneficial ownership" of all securities
  that such Person has the right to acquire, whether such right is
         exercisable immediately or only after the passage of time), directly or
indirectly, through a purchase, merger or other acquisition   
       transaction, of 50% or more of the total voting power of the Issuer's
         total outstanding Voting Stock other than an acquisition by the Issuer,
any of its Subsidiaries or any of its employee benefit plans; 

                (ii) the Issuer consolidates with, or merges with or into,
       another Person or conveys, transfers, leases or otherwise disposes of
     all or substantially all of its assets to any Person, or any Person
 consolidates with or merges with or into the Issuer other than:

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

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

                 (iii) during any consecutive two-year period, individuals who
         at the beginning of that two-year period constituted the Issuer's board
      of directors (together with any new directors whose election to such
      board of directors, or whose nomination for election by the Issuer's
     stockholders, was approved by a vote of a majority of the directors
         then still in office who were either directors at the beginning of such
       period or whose election or nomination for election was previously so
      approved) cease for any reason to constitute a majority the Issuer's
board of directors then in office; or                         

            (iv) the Issuer's stockholders pass a special resolution
  approving a plan of liquidation or dissolution and no additional
      approvals of the Issuer's stockholders are required under applicable
law to cause a liquidation or dissolution.                    

            (b) Prior to or on the 30th day after the occurrence of a Change
of Control, the Issuer, or, at the written request and expense of the Issuer    
prior to or on the 30th day after such occurrence, the Trustee, shall give to   
all Noteholders, in the manner provided in Section 12.02 hereof, notice of the  
occurrence of the Change of Control and of the repurchase right set forth herein
arising as a result thereof. The Issuer shall also deliver a copy of such notice
of a repurchase right to the Trustee. The notice shall include a form of Change 
of Control Repurchase Notice (as defined in Section 3.01(c)) to be completed by 
the Noteholder and shall state:                                                 

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

                 (2) the date by which the Change of Control Repurchase Notice
pursuant to this Section 3.01 must be given;                  

(3) the Change of Control Repurchase Date;  

(4) the Change of Control Repurchase Price; 

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

         (6) the Conversion Price and any adjustments thereto;

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

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

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

          (10) briefly, the procedures the Holder must follow to
exercise rights under this Section 3.01;                      

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

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

              (13) that, unless the Issuer defaults in making payment of
      such Change of Control Repurchase Price, interest on Notes submitted
        for repurchase will cease to accrue on and after the Change of Control
Repurchase Date; and                                          

(14) the CUSIP number of the Notes.         

             (c) A Holder may exercise its rights specified in Section
3.01(a) hereof upon delivery of a written notice of purchase (a "Change of      
Control Repurchase Notice"), substantially in the form as set forth on the      
reverse of the Notes, to the Paying Agent at any time prior to the close of     
business on the Business Day immediately preceding the Change of Control        
Repurchase Date, stating:                                                       

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

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

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

         The delivery of such Note to the Paying Agent prior to, on or after the
Change of Control Repurchase Date (together with all necessary endorsements) at 
the offices of the Paying Agent shall be a condition to the receipt by the      
Holder of the Change of Control Repurchase Price therefor; provided, however,   
that such Change of Control                                                     

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Repurchase Price shall be so paid pursuant to this Section 3.01 only if the Note
so delivered to the Paying Agent shall conform in all respects to the           
description thereof set forth in the related Change of Control Repurchase       
Notice.                                                                         

     The Issuer shall purchase from the Holder thereof, pursuant to this
Section 3.01, a portion of a Note if the principal amount of such portion is    
$1,000 or an integral multiple of $1,000. Provisions of this Indenture that     
apply to the purchase of all of a Note also apply to the purchase of such       
portion of such Note.                                                           

       Any purchase by the Issuer contemplated pursuant to the provisions of
this Section 3.01 shall be consummated by the delivery of the consideration to  
be received by the Holder on the later of the Change of Control Repurchase Date 
and the time of delivery of the Note to the Paying Agent in accordance with this
Section 3.01.                                                                   

        Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Change of Control Repurchase Notice contemplated by this
Section 3.01(c) shall have the right to withdraw such Change of Control         
Repurchase Notice at any time prior to the close of business on the Business Day
immediately preceding the Change of Control Repurchase Date by delivery of a    
written notice of withdrawal to the Paying Agent in accordance with Section     
3.02.                                                                           

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

  Section 3.02 Effect of Change of Control Repurchase Notice. Upon
receipt by the Paying Agent of the Change of Control Repurchase Notice specified
in Section 3.01(c), the Holder of the Note in respect of which such Change of   
Control Repurchase Notice was given shall (unless such Change of Control        
Repurchase Notice is withdrawn as specified in the following two paragraphs)    
thereafter be entitled to receive solely the Change of Control Repurchase Price 
with respect to such Note. Such Change of Control Repurchase Price shall be paid
to such Holder, subject to receipts of funds and/or Notes by the Paying Agent,  
promptly following the later of (x) the Change of Control Repurchase Date with  
respect to such Note (provided that the conditions in Section 3.01(c) have been 
satisfied) and (y) the time of delivery of such Note to the Paying Agent by the 
Holder thereof in the manner required by Section 3.01(c). Notes in respect of   
which a Change of Control Repurchase Notice, has been given by the Holder       
thereof may not be converted pursuant to Article 10 hereof on or after the date 
of the delivery of such Change of Control Repurchase Notice unless such Change  
of Control Repurchase Notice has first been validly withdrawn as specified in   
the following two paragraphs.                                                   

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

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

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

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

       There shall be no repurchase of any Notes pursuant to Section 3.01 if
there has occurred (prior to, on or after, as the case may be, the giving, by   
the Holders of such Notes, of the required Change of Control Repurchase Notice) 
and is continuing an Event of Default (other than a default in the payment of   
the Change of Control Repurchase Price with respect to such Notes). The Paying  
Agent will promptly return to the respective Holders thereof any Notes (x) with 
respect to which a Change of Control Repurchase Notice has been withdrawn in    
compliance with this Indenture, or (y) held by it during the continuance of an  
Event of Default (other than a default                                          

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in the payment of the Change of Control Repurchase Price with respect to such   
Notes) in which case, upon such return, the Change of Control Repurchase Notice 
with respect thereto shall be deemed to have been withdrawn.                    

      Section 3.03 Deposit of Change of Control Repurchase Price. Prior to
10:00 a.m. (New York City time) on the Change of Control Repurchase Date (or if 
such date is not a business Day, the next succeeding Business Day) the Issuer   
shall deposit with the Trustee or with the Paying Agent (or, if the Issuer or a 
Subsidiary or an Affiliate of either of them is acting as the Paying Agent,     
shall segregate and hold in trust as provided in Section 2.05) an amount of     
money (in immediately available funds if deposited on such Business Day),       
sufficient to pay the aggregate Change of Control Repurchase Price of all the   
Notes or portions thereof which are to be purchased as of the Change of Control 
Repurchase Date.                                                                

         Section 3.04 Notes Purchased in Part. Any Note which is to be purchased
only in part shall be surrendered at the office of the Paying Agent (with, if   
the Issuer or the Trustee so requires, due endorsement by, or a written         
instrument of transfer in form satisfactory to the Issuer and the Trustee duly  
executed by, the Holder thereof or such Holder's attorney duly authorized in    
writing) and the Issuer shall execute and the Trustee or an Authenticating Agent
shall authenticate and deliver to the Holder of such Note, without service      
charge, a new Note or Notes, of any authorized denomination as requested by such
Holder in aggregate principal amount equal to, and in exchange for, the portion 
of the principal amount of the Note so surrendered which is not purchased.      

       Section 3.05 Covenant to Comply with Securities Laws upon Purchase of
Notes. In connection with any offer to purchase or repurchase of Notes under    
Section 3.01 hereof (provided that such offer or purchase constitutes an "issuer
tender offer" for purposes of Rule 13e-4 (which term, as used herein, includes  
any successor provision thereto) under the Exchange Act at the time of such     
offer or purchase), the Issuer shall (i) comply with Rule 13e-4, Rule 14e-1 and 
any other tender offer rules under the Exchange Act which may then be           
applicable, (ii) file the related Schedule 13E-3 (or any successor schedule,    
form or report) or any other schedule required under the Exchange Act, and (iii)
otherwise comply with all federal and state securities laws so as to permit the 
rights and obligations under Section 3.01 to be exercised in the time and in the
manner specified in Section 3.01.                                               

        Section 3.06 Repayment to the Issuer. The Trustee and the Paying Agent
shall return to the Issuer any cash that remain unclaimed as provided in        
paragraph 10 of the Notes, together with interest or dividends, if any, thereon,
held by them for the payment of the Change of Control Repurchase Price;         
provided, however, that to the extent that the aggregate amount of cash         
deposited by the Issuer pursuant to Section 3.05 exceeds the aggregate Change of
Control Repurchase Price of the Notes or portions thereof which the Issuer is   
obligated to purchase as of the Change of Control Repurchase Date, then promptly
after the Change of Control Repurchase Date, the Trustee shall return any such  
excess to the Issuer together with interest, if any, thereon.                   

ARTICLE 4 

COVENANTS 

        Section 4.01 Payment of Principal, Premium, Interest on the Notes. The
Issuer will duly and punctually pay the principal of interest (including        
Liquidated Damages, if any) and any Additional Interest Amount, if any, in      
respect of the Notes in accordance with the terms of the Notes and this         
Indenture. The Issuer will deposit or cause to be deposited with the Trustee as 
directed by the Trustee, no later than the day of the Stated Maturity of any    
Note or installment of interest, all payments so due. Principal amount, Change  
of Control Repurchase Price, and cash interest shall be considered paid on the  
applicable date due if on such date (or, in the case of a Change of Control     
Repurchase Price on the applicable Change of Control Repurchase Date) the       
Trustee or the Paying Agent holds, in accordance with this Indenture, money or  
Notes, if permitted hereunder, sufficient to pay all such amounts then due.     

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

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    Section 4.02 Reports by the Issuer. The Issuer shall file with the
Trustee (and the SEC after the Indenture becomes qualified under the TIA), and  
transmit to holders of Notes, such information, documents and other reports and 
such summaries thereof, as may be required pursuant to the TIA at the times and 
in the manner provided pursuant to the TIA, whether or not the Notes are        
governed by the TIA; provided, however, that any such information, documents or 
reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act shall be filed with the Trustee within fifteen (15) days after the 
same is so required to be filed with the SEC. 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 Issuer' compliance with any of its covenants hereunder   
(as to which the Trustee is entitled to rely exclusively on Officers'           
Certificates).                                                                  

      Section 4.03 Compliance Certificate. The Issuer shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Issuer         
(beginning with the fiscal year ending on December 31, 2003) an Officers'       
Certificate, stating whether or not to the best knowledge of the signers thereof
the Issuer is in default in the performance and observance of any of the terms, 
provisions and conditions of this Indenture (without regard to any period of    
grace or requirement of notice provided hereunder) and if the Issuer shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.                                                        

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

        Section 4.05 Maintenance of Office or Agency. The Issuer will maintain
in the Borough of Manhattan, the City of New York or elsewhere, an office or    
agency of the Trustee, Note Registrar, Paying Agent and Conversion Agent where  
Notes may be presented or surrendered for payment, where Notes may be           
surrendered for registration of transfer, exchange, purchase or conversion and  
where notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Corporate Trust Office and each office or agency of
the Trustee in the Borough of Manhattan, the City of New York, shall initially  
be one such office or agency for all of the aforesaid purposes. The Issuer shall
give prompt written notice to the Trustee of the location, and of any change in 
the location, of any such office or agency (other than a change in the location 
of the office of the Trustee). If at any time the Issuer shall fail to maintain 
any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the address of the Trustee set forth in Section 12.02.             

   The Issuer may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or  
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the 
Issuer of their obligation to maintain an office or agency in the Borough of    
Manhattan, the City of New York, for such purposes.                             

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

     Section 4.07 Existence. Subject to Article 5, the Issuer will do or
cause to be done all things necessary to preserve and keep in full force and    
effect its existence and rights (charter and statutory); provided, however, that
the Issuer shall not be required to preserve any such right if the Issuer shall 
determine that the preservation thereof is no longer desirable or useful in the 
conduct of the business of the Issuer and that the loss thereof is not          
disadvantageous in any material respect to the Noteholders.                     

   Section 4.08 Maintenance of Properties. The Issuer will cause all
properties used or useful in the conduct of its business or the business of any 
Significant Subsidiary to be maintained and kept in good condition,             

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

        Section 4.09 Payment of Taxes and Other Claims. The Issuer will pay or
discharge, or cause to be paid or discharged, before the same may become        
delinquent, (i) all taxes, assessments and governmental charges levied or       
imposed upon the Issuer or any Significant Subsidiary or upon the income,       
profits or property of the Issuer or any Significant Subsidiary, (ii) all claims
for labor, materials and supplies which, if unpaid, might by law become a lien  
or charge upon the property of the Issuer or any Significant Subsidiary and     
(iii) all stamps and other duties, if any, which may be imposed by the United   
States or any political subdivision thereof or therein in connection with the   
issuance, transfer, exchange or conversion of any Notes or with respect to this 
Indenture; provided, however, that, in the case of clauses (i) and (ii), the    
Issuer shall not be required to pay or discharge or cause to be paid or         
discharged any such tax, assessment, charge or claim (A) if the failure to do so
will not, in the aggregate, have a material adverse impact on the Issuer, or (B)
if the amount, applicability or validity is being contested in good faith by    
appropriate proceedings.                                                        

         Section 4.10 Liquidated Damages Notice. In the event that the Issuer is
required to pay Liquidated Damages to holders of Notes pursuant to the          
Registration Rights Agreement, the Issuer will provide written notice           
("Liquidated Damages Notice") to the Trustee of its obligation to pay Liquidated
Damages no later than fifteen days prior to the proposed payment date for the   
Liquidated Damages, and the Liquidated Damages Notice shall set forth the amount
of Liquidated Damages to be paid by the Issuer on such payment date. The Trustee
shall not at any time be under any duty or owe a responsibility to any holder of
Notes to determine the Liquidated Damages, or with respect to the nature, extent
or calculation of the amount of Liquidated Damages when made, or with respect to
the method employed in such calculation of the Liquidated Damages.              

     Section 4.11 Additional Interest Notice. In the event the Issuer is
required to pay amounts pursuant to the terms hereof, the Issuer shall provide a
notice (an "Additional Interest Payment Notice") to the Trustee of its          
obligation to pay an Additional Interest Amount no later than fifteen days prior
to the payment date for the Additional Payment Amount, and the Additional       
Interest Payment Notice shall set forth the dividend per share of Common Stock  
payable by the Issuer on the Common Stock on the related record date, the       
related dividend payment date, the aggregate amount of Additional Interest      
Amounts to be paid and the amount of Additional Interest Amount to be paid per  
each $1,000 principal amount of a Note by the Issuer on such payment date. The  
Trustee shall not at any time be under a duty or owe a responsibility to any    
holder of the Notes to determine the amount of the Protection Payment, or with  
respect to the nature, extent or calculation of the amount of Protection        
Payments when made, or with respect to the method employed in such calculation  
of the Protection Payments.                                                     

ARTICLE 5 

 SUCCESSOR CORPORATION

         Section 5.01 When Issuer May Merge or Transfer Assets. The Issuer shall
not consolidate with, merge with or into any other person or convey, transfer or
lease all or substantially all of its properties and assets to any Person,      
unless:                                                                         

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

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      (b) at the time of and after giving effect to such
transaction, no Event of Default and no event which, after notice or lapse of   
time, would become an Event of Default, shall have happened and be continuing;  
and                                                                             

         (c) the Issuer shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such         
consolidation, merger, conveyance, transfer or lease and, if a supplemental     
indenture is required in connection with such transaction, such supplemental    
indenture, comply with this Article 5 and Section 10.11 hereof and that all     
conditions precedent herein provided for relating to such transaction have been 
satisfied.                                                                      

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

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

ARTICLE 6 

DEFAULTS AND REMEDIES 

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

               (a) the Issuer fail to pay when due the principal on any of
the Notes at maturity or exercise of a repurchase right or otherwise;           

          (b) the Issuer fails to pay an installment of interest
(including Liquidated Damages and Additional Interest Amounts, if any) on any of
the Notes that continues for 30 days after the date when due;                   

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

             (d) the Issuer fails to give notice regarding a Change of
Control within the time period specified in Section 3.01(b);                    

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

                  (f) (i) the Issuer or any Significant Subsidiary fails to make
any payment by the end of the applicable grace period, if any, after the final  
scheduled payment date for such payment with respect to any indebtedness for    
borrowed money in an aggregate amount in excess of $50 million or (ii)          
indebtedness for borrowed money of the Issuer or any Significant Subsidiary in  
an aggregate amount in excess of $50 million shall have been accelerated or     
otherwise declared due and payable, or required to be prepaid or repurchased    
(other than by regularly scheduled required prepayment) prior to the scheduled  
maturity thereof as a result of a default with respect to such indebtedness, in 
either case without such indebtedness referred to in subclause (i) or (ii) of   
this clause (f) having been discharged, cured, waived, rescinded or annulled,   
for a period of 30 days after receipt by the Issuer of a Notice of Default;     

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                 (g) the Issuer fails to pay when due the principal of, or any
acceleration of, any of the notes (including the First Notes, as defined in the 
Citadel Securities Purchase Agreement) issued pursuant to the Citadel Securities
Purchase Agreement;                                                             

               (h) the Issuer or any Significant Subsidiary pursuant to or
under 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 any substantial part of its property;               

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

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

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

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

                 (i) is for relief against the Issuer or any
 Significant Subsidiary in an involuntary case or proceeding, or
   adjudicates the Issuer or any Significant Subsidiary insolvent or
bankrupt;                                                     

                    (ii) appoints a Custodian of the Issuer or any
    Significant Subsidiary or for any substantial part of its or their
properties; or                                                

                      (iii) orders the winding up or liquidation of an
Issuer or any Significant Subsidiary;                         

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

For purposes of Sections 6.01(h) and 6.01(i) above:           

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

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

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

       The Issuer shall deliver to the Trustee, within five Business Days of
becoming aware of the occurrence of an Event of Default, written notice thereof.
In addition, the Issuer shall deliver to the Trustee, within 30 days after they 
become aware of the occurrence thereof, written notice of any event which with  
the lapse of time would                                                         

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become an Event of Default under clause (e) above, its status and what action   
the Issuer is taking or proposes to take with respect thereto.                  

        Section 6.02 Acceleration. If an Event of Default (other than an Event
of Default specified in Section 6.01(h) or (i)) occurs and is continuing, the   
Trustee by notice to the Issuer, or the Holders of at least 25% in aggregate    
principal amount of the Notes at the time outstanding by notice to the Issuer   
and the Trustee, may declare the Notes due and payable at their principal amount
together with accrued interest (including Liquidated Damages, if any). Upon a   
declaration of acceleration, such principal and accrued and unpaid interest to  
the date of payment shall be immediately due and payable. If an Event of Default
is cured prior to any such declaration by the Trustee or the Holders, the       
Trustee and the Holders shall not be entitled to declare the Notes due and      
payable as provided herein as a result of such cured Event of Default and any   
such cured Event of Default shall be deemed waived by the Holders and the       
Trustee.                                                                        

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

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

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

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

    Section 6.04 Waiver of Past Defaults. The Holders of a majority in
aggregate principal amount of the Notes at the time outstanding, by notice to   
the Trustee (and without notice to any other Noteholder), may waive an existing 
Event of Default and its consequences except (1) an Event of Default described  
in Section 6.01(a) or (b), (2) an Event of Default in respect of a provision    
that under Section 9.02 cannot be amended without the consent of each Noteholder
affected or (3) an Event of Default which constitutes a failure to convert any  
Note in accordance with the terms of Article 10. When an Event of Default is    
waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Event of Default or impair any consequent right.                          

Section 6.05 Control by Majority. The Holders of a majority in
aggregate principal amount of the Notes at the time outstanding may direct the  
time, method and place of conducting any proceeding for any remedy available to 
the Trustee or of exercising any trust or power conferred on the Trustee.       
However, the Trustee may refuse to follow any direction that conflicts with law 
or this Indenture or that the Trustee determines in good faith is prejudicial to
the rights of other Noteholders or would involve the Trustee in personal        
liability unless the Trustee is offered indemnity satisfactory to it against    
loss, liability or expense.                                                     

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

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

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

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

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

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

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

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

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

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

             (a) to file and prove a claim for the whole amount of the
principal amount, any accrued and unpaid interest (including, without limitation
Additional Interest Amounts and Liquidated Damages) or any Change of Control    
Repurchase Price and to file such other papers or documents as may be necessary 
or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the        
Trustee, its agents and counsel or any other amounts due the Trustee under      
Section 7.06) and of the Holders allowed in such judicial proceeding, and       

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

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

      Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of  
reorganization, arrangement, adjustment or composition affecting the            

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Notes or the rights of any Holder thereof, or to authorize the Trustee to vote  
in respect of the claim of any Holder in any such proceeding.                   

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

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

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

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

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

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

  Section 6.12 Waiver of Stay, Extension or Usury Laws. The Issuer
covenants (to the extent that it may lawfully do so) that it will not at any    
time insist upon, or plead, or in any manner whatsoever claim or take the       
benefit or advantage of, any stay or extension law or any usury or other law    
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Issuer from paying all or any portion of the principal amount,      
Change of Control Repurchase Price or any accrued cash interest (including      
Liquidated Damages, if any) in respect of Notes, or any interest on such        
amounts, as contemplated herein, or which may affect the covenants or the       
performance of this Indenture; and each Issuer (to the extent that it may       
lawfully do so) hereby expressly waives all benefit or advantage of any such    
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.                        

ARTICLE 7 

TRUSTEE 

 Section 7.01 Duties and Responsibilities of the Trustee; During
Default; Prior to Default. The Trustee, prior to the occurrence of an Event of  
Default hereunder and after the curing or waiving of all such Events of Default 
which may have occurred, undertakes to perform such duties and only such duties 
as are specifically set forth in this Indenture. In case an Event of Default    
hereunder has occurred (which has not been cured or waived), the Trustee shall  
exercise such of the rights and powers vested in it by this Indenture, and use  
the same degree of care and skill in their exercise, as a prudent man would     
exercise or use under the circumstances in the conduct of his own affairs.      

  No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure  
to act or its own willful misconduct, except that                               

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                (a) prior to the occurrence of an Event of Default hereunder
and after the curing or waiving of all such Events of Default which may have    
occurred:                                                                       

                         (i) the duties and obligations of the Trustee shall
       be determined solely by the express provisions of this Indenture, and
    the Trustee shall not be liable except for the performance of such
         duties and obligations as are specifically set forth in this Indenture,
 and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and                            

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

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

                  (c) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the         
direction of the Holders pursuant to Section 6.05 relating to the time, method  
and place of conducting any proceeding for any remedy available to the Trustee, 
or exercising any trust or power conferred upon the Trustee, under this         
Indenture.                                                                      

      None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial   
liability in the performance of any of its duties or in the exercise of any of  
its rights or powers.                                                           

      Section 7.02 Certain Rights of the Trustee. Subject to Section 7.01:

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

             (b) any request, direction, order or demand of the Issuer
mentioned herein shall be sufficiently evidenced by an Officers' Certificate    
(unless other evidence in respect thereof be herein specifically prescribed);   
and any resolution of the Board of Directors may be evidenced to the Trustee by 
a copy thereof certified by the secretary or an assistant secretary of the      
Issuer;                                                                         

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

                (d) the Trustee shall be under no obligation to exercise any
of the trusts, rights or powers vested in it by this Indenture at the request,  
order or direction of any of the Noteholders pursuant to the provisions of this 
Indenture, unless such Noteholders shall have offered to the Trustee reasonable 
security or indemnity satisfactory to it against the costs, expenses and        
liabilities which might be incurred therein or thereby;                         

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

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                (f) prior to the occurrence of an Event of Default hereunder
and after the curing or waiving of all such Events of Default, the Trustee shall
not be bound to make any investigation into the facts or matters stated in any  
resolution, certificate, statement, instrument, opinion, report, notice,        
request, consent, order, approval, appraisal, bond, debenture, note, coupon,    
security, or other paper or document unless requested in writing to do so by the
Holders of not less than a majority in aggregate principal amount of the Notes  
then outstanding; provided that, if the payment within a reasonable time to the 
Trustee of the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee, not reasonably  
assured to the Trustee by the security afforded to it by the terms of this      
Indenture, the Trustee may require reasonable indemnity against such expenses or
liabilities as a condition to proceeding; the reasonable expenses of every such 
investigation shall be paid by the Issuer or, if paid by the Trustee or any     
predecessor trustee, shall be repaid by the Issuer upon demand;                 

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

             (h) the Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible 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 of the  
Trustee, and such notice references the Notes and this Indenture; and           

           (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 each agent, custodian and other Person employed
to act hereunder.                                                               

    Section 7.03 Trustee Not Responsible for Recitals, Dispositions of
Notes or Application of Proceeds Thereof. The recitals contained herein and in  
the Notes, except the Trustee's certificates of authentication, shall be taken  
as the statements of the Issuer, and the Trustee assumes no responsibility for  
the correctness of the same. The Trustee makes no representation as to the      
validity or sufficiency of this Indenture or of the Notes. The Trustee shall not
be accountable for the use or application by the Issuer of any of the Notes or  
of the proceeds thereof.                                                        

       Section 7.04 Trustee and Agents May Hold Notes; Collections, etc. The
Trustee or any agent of the Issuer or the Trustee, in its individual or any     
other capacity, may become the owner or pledgee of Notes with the same rights it
would have if it were not the Trustee or such agent and, subject to Sections    
7.08 and 7.13, if operative, may otherwise deal with the Issuer and receive,    
collect, hold and retain collections from the Issuer with the same rights it    
would have if it were not the Trustee or such agent.                            

   Section 7.05 Moneys Held by Trustee. Subject to the provisions of
Section 8.03 hereof, all moneys received by the Trustee shall, until used or    
applied as herein provided, be held in trust for the purposes for which they    
were received, but need not be segregated from other funds except to the extent 
required by mandatory provisions of law. Neither the Trustee nor any agent of   
the Issuer or the Trustee shall be under any liability for interest on any      
moneys received by it hereunder. The Trustee may allow and credit to the Issuer 
interest on any money received hereunder at such rate, if any, as may be agreed 
upon by the Issuer and the Trustee from time to time as may be permitted by law.

        Section 7.06 Compensation and Indemnification of Trustee and its Prior
Claim. The Issuer covenants and agrees to pay to the Trustee from time to time, 
and the Trustee shall be entitled to, reasonable compensation (which shall not  
be limited by any provision of law in regard to the compensation of a trustee of
an express trust) to be agreed to in writing by the Trustee and the Issuer, and 
the Issuer covenants and agrees to pay or reimburse the Trustee and each        
predecessor Trustee upon its request for all expenses, disbursements and        
advances incurred or made by or on behalf of it in accordance with any of the   
provisions of this Indenture (including (i) the reasonable compensation and the 
expenses and disbursements of its counsel and of all agents and other persons   
not regularly in its employ and (ii) interest at the prime rate on any          
disbursements and advances made by the Trustee and not paid by the Issuer within
5 days after receipt of an invoice for such disbursement or advance) except any 
such expense, disbursement or advance as may arise from its own negligence or   
bad faith. The Issuer also covenants                                            

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to fully indemnify each of the Trustee, each predecessor Trustee, any           
Authenticating Agent and any officer, director, employee or agent of the        
Trustee, each such predecessor Trustee or any such Authenticating Agent for, and
to hold it harmless against, any and all loss, liability, claim, damage or      
expense (including legal fees and expenses) incurred without negligence or bad  
faith on its part, arising out of or in connection with the acceptance or       
administration of this Indenture or the trusts hereunder and its duties         
hereunder, including the costs and expenses of defending itself against or      
investigating any claim of liability in the premises. The obligations of the    
Issuer under this Section 7.06 to compensate and indemnify the Trustee, each    
predecessor Trustee, any Authenticating Agent and any officer, director,        
employee or agent of the Trustee, each such predecessor Trustee or any such     
Authenticating Agent and to pay or reimburse the Trustee and each predecessor   
Trustee for expenses, disbursements and advances shall constitute additional    
indebtedness hereunder and shall survive the satisfaction and discharge of this 
Indenture. Such additional indebtedness shall be a senior claim to that of the  
Notes upon all property and funds held or collected by the Trustee as such,     
except funds held in trust for the benefit of the Holders of particular Notes,  
and the Notes are hereby effectively subordinated to such senior claim to such  
extent. The provisions of this Section 7.06 shall survive the termination of    
this Indenture and the resignation or removal of the Trustee.                   

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

         Section 7.08 Conflicting Interests. If the Trustee has or shall acquire
a conflicting interest within the meaning of the TIA, the Trustee shall either  
eliminate such interest or resign, to the extent and in the manner provided by, 
and subject to the provisions of, the TIA.                                      

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

         Section 7.10 Resignation and Removal; Appointment of Successor Trustee.
(a) The Trustee, or any trustee or trustees hereafter appointed, may at any time
resign with respect to the Notes by giving written notice of resignation to the 
Issuer and by mailing notice thereof by first class mail to the Holders of Notes
at their last addresses as they shall appear on the Note Register. Upon         
receiving such notice of resignation, the Issuer shall promptly appoint a       
successor trustee or trustees by written instrument in duplicate, executed by   
authority of the Board of Directors of the Issuer, one copy of which instrument 
shall be delivered to the resigning Trustee and one copy to the successor       
trustee or trustees. If no successor trustee shall have been so appointed and   
have accepted appointment within 60 days after the mailing of such notice of    
resignation, the resigning trustee may petition, at the expense of the Issuer,  
any court of competent jurisdiction for the appointment of a successor trustee, 
or any Noteholder who has been a bona fide Holder of a Note for at least six    
months may, subject to the provisions of Section 7.11, on behalf of himself and 
all others similarly situated, petition any such court for the appointment of a 
successor trustee. Such court may thereupon, after such notice, if any, as it   
may deem proper and prescribe, appoint a successor trustee.                     

             (b) In case at any time any of the following shall occur:

                   (i) the Trustee shall fail to comply with the
    provisions of Section 7.08 with respect to any Notes after written
         request therefor by the Issuer or by any Noteholder who has been a bona
fide Holder of a Note for at least six months; or             

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

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

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

                       then, in any such case, the Issuer may remove the
   Trustee and appoint a successor trustee by written instrument, in
       duplicate, executed by order of the Board of Directors of the Issuer,
   one copy of which instrument shall be delivered to the Trustee so
   removed and one copy to the successor trustee, or, subject to the
     provisions of Section 7.11, any Noteholder who has been a bona fide
       Holder of a Note for at least six months may on behalf of himself and
all others similarly situated, petition any court of competent
      jurisdiction for the removal of the Trustee and the appointment of a
         successor trustee. Such court may thereupon, after such notice, if any,
       as it may deem proper and prescribe, remove the Trustee and appoint a
      successor trustee. If no successor trustee shall have been appointed
        and have accepted appointment within 60 days after a notice of removal
       has been given, the removed trustee may petition a court of competent
jurisdiction for the appointment of a successor trustee.      

                  (c) The Holders of a majority in aggregate principal amount of
the Notes at the time outstanding may at any time remove the Trustee and appoint
a successor trustee by delivering to the Trustee so removed, to the successor   
trustee so appointed and to the Issuer the evidence provided for in Section 1.05
of the action in that regard taken by the Noteholders.                          

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

  Section 7.11 Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 7.10 shall execute and       
deliver to the Issuer and to the predecessor trustee an instrument accepting    
such appointment hereunder, and thereupon the resignation or removal of the     
predecessor trustee shall become effective and such successor trustee, without  
any further act, deed or conveyance, shall become vested with all rights,       
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee hereunder; but, nevertheless, on the written     
request of the Issuer or of the successor trustee, upon payment of its charges  
then unpaid, the trustee ceasing to act shall pay over to the successor trustee 
all moneys at the time held by it hereunder and shall execute and deliver an    
instrument transferring to such successor trustee all such rights, powers,      
duties and obligations. Upon request of any such successor trustee, the Issuer  
shall execute any and all instruments in writing for more fully and certainly   
vesting in and confirming to such successor trustee all such rights and powers. 
Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all   
property or funds held or collected by such trustee to secure any amounts then  
due it pursuant to the provisions of Section 7.06.                              

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

        Upon acceptance of appointment by any successor trustee as provided in
this Section 7.11, the Issuer shall mail notice thereof by first class mail to  
the Holders of Notes at their last addresses as they shall appear in the Note   
Register. If the acceptance of appointment is substantially contemporaneous with
the resignation, then the notice called for by the preceding sentence may be    
combined with the notice called for by Section 7.10. If the Issuer fail to mail 
such notice within ten days after acceptance of appointment by the successor    
trustee, the successor trustee shall cause such notice to be mailed at the      
expense of the Issuer.                                                          

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 Section 7.12 Merger, Conversion, Consolidation or Succession to
Business of Trustee. Any corporation or banking association into which the      
Trustee may be merged or converted or with which it may be consolidated, or any 
corporation or banking association resulting from any merger, conversion or     
consolidation to which the Trustee shall be a party, or any corporation or      
banking association succeeding to all or substantially all of the corporate     
trust business of the Trustee, shall be the successor of the Trustee hereunder; 
provided that such corporation or banking association shall be qualified under  
the provisions of Section 7.08 and eligible under the provisions of Section     
7.09, without the execution or filing of any paper or any further act on the    
part of any of the parties hereto, anything herein to the contrary              
notwithstanding. In case at the time such successor to the Trustee shall succeed
to the trusts created by this Indenture any of the Notes shall have been        
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee or Authenticating Agent
and deliver such Notes so authenticated; and, in case at that time any of the   
Notes shall not have been authenticated, any successor to the Trustee or any    
Authenticating Agent appointed by such successor Trustee may authenticate such  
Notes either in the name of any predecessor hereunder or in the name of the     
successor Trustee; and in all such cases such certificate shall have the full   
force and effect that this Indenture provides for the certificate of            
authentication of the Trustee; provided that the right to adopt the certificate 
of authentication of any predecessor Trustee or to authenticate Notes in the    
name of any predecessor Trustee shall apply only to its successor or successors 
by merger, conversion or consolidation.                                         

       Section 7.13 Preferential Collection of Claims Against the Issuer. If
and when the Trustee shall be or become a creditor of the Issuer (or any other  
obligor upon the Notes), the Trustee shall be subject to the provisions of the  
TIA regarding the collection of the claims against such Issuer (or any such     
other obligor).                                                                 

       Section 7.14 Reports by the Trustee. (a) Within sixty (60) days after
July 15 of each year commencing with the year 2003, the Trustee shall transmit  
by mail a brief report as of such date that complies with Section 313(a) of the 
TIA (to the extent required by such Section).                                   

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

     Section 7.15 Trustee to Give Notice of Default, but May Withhold in
Certain Circumstances. The Trustee shall transmit to the Noteholders, as the    
names and addresses of such Holders appear on the Note Register, notice by mail 
of all Defaults which have occurred, such notice to be transmitted within 90    
days after the occurrence thereof, unless such defaults shall have been cured   
before the giving of such notice; provided that, except in the case of Default  
in the payment of the principal of, or interest (including Liquidated Damages,  
if any) on any of the Notes when due or in the payment of any repurchase        
obligation, the Trustee shall be protected in withholding such notice if and so 
long as the board of directors, the executive committee, or a trust committee of
directors or trustees and/or Responsible Officers of the Trustee in good faith  
determines that the withholding of such notice is in the best interests of the  
Noteholders. The Trustee shall not be charged with knowledge of a Default or an 
Event of Default unless a Responsible Officer of the Trustee shall have actual  
knowledge thereof.                                                              

ARTICLE 8 

DISCHARGE OF INDENTURE

       Section 8.01 Discharge of Indenture. When the Issuer shall deliver to
the Trustee for cancellation all Notes theretofore authenticated (other than any
Notes that have been destroyed, lost or stolen and in lieu of or in substitution
for which other Notes shall have been authenticated and delivered) and not      
theretofore canceled and if the Issuer shall also pay or cause to be paid all   
other sums payable hereunder by the Issuer, then this Indenture shall cease to  
be of further effect, and the Trustee, on written demand of the Issuer          
accompanied by an Officers' Certificate and an Opinion of Counsel as required by
Section 12.04 and at the cost and expense of the Issuer, shall execute proper   
instruments acknowledging satisfaction of and discharging this Indenture; the   
Issuer, however, hereby agrees to reimburse the Trustee for any costs or        
expenses thereafter reasonably and properly incurred by the Trustee and to      
compensate the Trustee for any services thereafter reasonably and properly      
rendered by the Trustee in connection with this Indenture or the Notes.         

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       Section 8.02 Paying Agent to Repay Monies Held. Upon the discharge of
this Indenture, all monies then held by any Paying Agent of the Notes (other    
than the Trustee) shall, upon written request of the Issuer, be repaid to it or 
paid to the Trustee, and thereupon such Paying Agent shall be released from all 
further liability with respect to such monies.                                  

         Section 8.03 Return of Unclaimed Monies. Subject to the requirements of
applicable law, any monies deposited with or paid to the Trustee or the Paying  
Agent for payment of the principal of or interest on Notes and not applied but  
remaining unclaimed by the holders of Notes for two years after the date upon   
which the principal of or interest on such Notes, as the case may be, shall have
become due and payable, shall be repaid to the Issuer by the Trustee or the     
Paying Agent on written demand and all liability of the Trustee or the Paying   
Agent shall thereupon cease with respect to such monies; and the holder of any  
of the Notes shall thereafter look only to the Issuer for any payment that such 
holder may be entitled to collect unless an applicable abandoned property law   
designates another Person.                                                      

ARTICLE 9 

 SUPPLEMENTAL INDENTURES

     Section 9.01 Without Consent of Holders. The Issuer and the Trustee
may, from time to time and at any time, enter into an indenture or indentures   
supplemental hereto without the consent of any Noteholder for one or more of the
following purposes:                                                             

               (a) adding to the Issuer's covenants for the benefit of the
Holders;                                                                        

                  (b) surrendering any right or power conferred upon the Issuer;

                (c) providing for the assumption of the Issuer's obligations
to the Holders in the case of a merger, consolidation, conveyance, transfer or  
lease in accordance with Article 5;                                             

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

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

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

               (g) curing any ambiguity or correcting or supplementing any
defective or inconsistent provision contained in this Indenture; provided that  
such modification or amendment does not adversely affect the interests of the   
Holders in any material respect; or                                             

             (h) adding, modifying or eliminating any other provisions
which the Issuer and the Trustee may deem necessary or desirable and which will 
not adversely affect the interests of the Holders in any material respect.      

        Notwithstanding any other provision of the Indenture or the Notes, the
Registration Rights Agreement and the obligation to pay Liquidated Damages      
thereunder may be amended, modified or waived in accordance with the provisions 
of the Registration Rights Agreement.                                           

       Section 9.02 With Consent of Holders. With the written consent of the
Holders of at least a majority in aggregate principal amount of the Notes at the
time outstanding, the Issuer and the Trustee may, from time to time and at any  
time, enter into an indenture or indentures supplemental hereto for the purpose 
of adding any provisions to or change in any manner or eliminating any of the   
provisions of this Indenture or any supplemental                                

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indenture or of modifying in any manner the rights of the Holders of the Notes. 
However, without the consent of each Noteholder so affected, a supplemental     
indenture may not:                                                              

                  (a) change the maturity of the principal of or any installment
of interest on any Note (including any payment of Liquidated Damages);          

                 (b) reduce the principal amount of, or interest on (including
any payment of Liquidated Damages or Additional Interest Amounts), any Note;    

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

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

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

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

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

After a supplemental indenture under this Section 9.02 becomes
effective, the Issuer shall mail to each Holder a notice briefly describing the 
supplemental indenture.                                                         

      Section 9.03 Compliance with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall comply with the TIA; provided 
that this Section 9.03 shall not require such supplemental indenture or the     
Trustee to be qualified under the TIA prior to the time such qualification is in
fact required under the terms of the TIA or the Indenture has been qualified    
under the TIA, nor shall it constitute any admission or acknowledgment by any   
party to such supplemental indenture that any such qualification is required    
prior to the time such qualification is in fact required under the terms of the 
TIA or the Indenture has been qualified under the TIA.                          

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

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

         Section 9.06 Trustee to Sign Supplemental Indentures. The Trustee shall
sign any supplemental indenture authorized pursuant to this Article 9 if the    
amendment contained therein does not adversely affect the rights, duties,       
liabilities or immunities of the Trustee. If it does, the Trustee may, but need 
not, sign such                                                                  

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supplemental indenture. In signing such supplemental indenture the Trustee shall
be entitled to receive, and (subject to the provisions of Section 7.01) shall be
fully protected in relying upon, an Officers' Certificate and an Opinion of     
Counsel stating that such amendment is authorized or permitted by this          
Indenture.                                                                      

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

ARTICLE 10

CONVERSION

         Section 10.01 Conversion Privilege. A Holder of a Note may convert such
Note into Common Stock at any time during the period stated under the heading   
"Conversion" set forth in the Notes. The number of shares of Common Stock       
issuable upon conversion of a Note per $1,000 of principal amount thereof (the  
"Conversion Rate") shall be that set forth under the heading "Conversion" in the
Notes.                                                                          

       In the case of a Change of Control for which the Holder exercises its
repurchase right with respect to a Note or portion thereof, such conversion     
right in respect of the Note or portion thereof shall expire at the close of    
business on the Business Day immediately preceding the Change of Control        
Repurchase Date.                                                                

        The Conversion Rate shall be adjusted in certain instances as provided
in paragraphs (a), (b) and (c) of Section 10.04 hereof and may be increased as  
provided in Section 10.13 hereof.                                               

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

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

       Notes shall be deemed to have been converted immediately prior to the
close of business on the day on which the Notes being surrendered for           
conversion, the conversion notice and any funds as may be required pursuant to  
the preceding paragraph are delivered to a Conversion Agent in accordance with  
the foregoing provisions, and at such time the rights of the Holders of such    
Notes as Holders shall cease, and the Person or Persons entitled to receive the 
Common Stock issuable upon conversion shall be treated for all purposes as the  
record holder or holders of such Common Stock at such time. As promptly as      
practicable on or after the conversion date, and subject to Section 10.08       
hereof, the Issuer shall cause to be issued and delivered to such Conversion    
Agent a certificate or certificates for the number of full shares of Common     
Stock issuable upon conversion, together with payment in lieu of any fraction of
a share as provided in Section 10.03 hereof.                                    

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

       If shares of Common Stock to be issued upon conversion of a Note that
is a Restricted Security (a "Restricted Note"), or securities to be issued upon 
conversion of a Restricted Note in part only, are to be registered in a name    
other than that of the Holder of such Restricted Note, such Holder must deliver 
to the Conversion Agent a certificate in substantially the form of Exhibit B-1  
hereto, dated the date of surrender of such Restricted Note and                 

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signed by such Holder, as to compliance with the restrictions on transfer       
applicable to such Restricted Note. Neither the Trustee nor any Conversion      
Agent, Note Registrar or transfer agent shall be required to register in a name 
other than that of the Holder of Notes any shares of Common Stock issued upon   
conversion of any such Restricted Note not so accompanied by a properly         
completed certificate.                                                          

         Section 10.03 Fractions of Shares. No fractional shares of Common Stock
shall be issued upon conversion of any Note or Notes. If more than one Note     
shall be surrendered for conversion at one time by the same Holder, the number  
of full shares which shall be issued upon conversion thereof shall be computed  
on the basis of the aggregate principal amount of the Notes (or specified       
portions thereof) so surrendered. Instead of any fractional share of Common     
Stock which would otherwise be issued upon conversion of any Note or Notes (or  
specified portions thereof), the Issuer shall pay a cash adjustment in respect  
of such fraction (calculated to the nearest one-100th of a share) in an amount  
equal to the same fraction of the quoted price of the Common Stock as of the    
Trading Day preceding the date of conversion.                                   

 Section 10.04 Adjustment of Conversion Rate. Provisions of this
Indenture that apply to conversion of all of a Note also apply to conversion of 
a portion of a Note.                                                            

   As used herein "Average Sale Price" means the average of the Sale
Prices of the Common Stock for the shorter of                                   

                (i)      30 consecutive Trading Days ending on the last full
                         Trading Day prior to the Time of Determination with
                   respect to the rights, warrants or options or
                       distribution in respect of which the Average Sale
   Price is being calculated, or

                  (ii)     the period (x) commencing on the date next succeeding
                          the first public announcement of (a) the issuance of
                          rights, warrants or options or (b) the distribution,
                        in each case, in respect of which the Average Sale
                          Price is being calculated and (y) proceeding through
                    the last full Trading Day prior to the Time of
                           Determination with respect to the rights, warrants or
                     options or distribution in respect of which the
                       Average Sale Price is being calculated (excluding
                    days within such period, if any, which are not
Trading Days), or         

                (iii)    the period, if any, (x) commencing on the date next
                         succeeding the Ex-Dividend Time with respect to the
                        next preceding (a) issuance of rights, warrants or
                          options or (b) distribution, in each case, for which
                    an adjustment is required by the provisions of
                        Section 10.04(a)(4), 10.04(b) and 10.04(c) and (y)
                           proceeding through the last full Trading Day prior to
                           the Time of Determination with respect to the rights,
                       warrants or options or distribution in respect of
                      which the Average Sale Price is being calculated
                           (excluding days within such period, if any, which are
not Trading Days).        

In the event that the Ex-Dividend Time (or in the case of a   
subdivision, combination or reclassification, the effective date with respect   
thereto) with respect to a dividend, subdivision, combination or                
reclassification to which Section 10.04(a)(1), (2), (3) or (5) applies occurs   
during the period applicable for calculating "Average Sale Price" pursuant to   
the definition in the preceding sentence, "Average Sale Price" shall be         
calculated for such period in a manner determined by the Board of Directors to  
reflect the impact of such dividend, subdivision, combination or                
reclassification on the Sale Price of the Common Stock during such period.      

       "Time of Determination" means the time and date of the earlier of (i)
the determination of stockholders entitled to receive rights, warrants or       
options or a distribution, in each case, to which Section 10.04(b) or 10.04(c)  
applies or (ii) the time ("Ex-Dividend Time") immediately prior to the          
commencement of "ex-dividend" trading for such rights, warrants or options or   
distribution on the New York Stock Exchange or such other principal national or 
regional exchange or market on which the Common Stock is then listed or quoted. 

(a)      Adjustment for change in Capital Stock.              

            If, on or after the Issue Date of the Notes, the Issuer:

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                  (1)      pays a dividend or makes a distribution on its Common
          Stock in shares of its Common Stock;

              (2)      subdivides its outstanding shares of Common Stock
      into a greater number of shares;

                 (3)      combines its outstanding shares of Common Stock into
 a smaller number of shares;

                  (4)      pays a dividend or makes a distribution on its Common
                      Stock in shares of its Capital Stock (other than
                         Common Stock or rights, warrants or options for its
Capital Stock);           

               (5)      issues by reclassification of its Common Stock any
                     shares of its Capital Stock (other than rights,
                 warrants or options for its Capital Stock);

           then the conversion privilege, Conversion Price and the
              Conversion Rate in effect immediately prior to such action
             shall be adjusted so that the Holder of a Note thereafter
                  converted may receive the number of shares of Capital Stock of
             the Issuer which such Holder would have owned immediately
               following such action if such Holder had converted the Note
immediately prior to such action.           

               The adjustment shall become effective immediately after the
             record date in the case of a dividend or distribution and
         immediately after the effective date in the case of a
 subdivision, combination or reclassification.

                If after an adjustment a Holder of a Note upon conversion of
                  such Note may receive shares of two or more classes of Capital
                Stock of the Issuer, the Conversion Rate shall thereafter be
                subject to adjustment upon the occurrence of an action taken
         with respect to any such class of Capital Stock as is
               contemplated by this Article Ten with respect to the Common
                  Stock, on terms comparable to those applicable to Common Stock
in this Article Ten.                        

(b)      Adjustment for Rights Issue.                         

          If on or after the Issue Date of the Notes, the Issuer
distributes any rights, warrants or options to all holders of its Common Stock  
entitling them, for a period expiring within 60 days after the record date for  
such distribution, to purchase shares of Common Stock at a price per share less 
than the Sale Price of the Common Stock as of the Time of Determination, the    
Conversion Rate shall be adjusted in accordance with the formula:               

                                                                [Download Table]
                                  
R'  =  R  x           (O + N)     
                  ----------------
                  (O + (N x P)/M) 

where:                                                                          

R' = the adjusted Conversion Rate.                            

R = the current Conversion Rate.                              

         O = the number of shares of Common Stock outstanding on the record date
for the distribution to which this Section is being applied.                    

         N = the number of additional shares of Common Stock offered pursuant to
the distribution.                                                               

P = the offering price per share of the additional shares.    

         M = the Average Sale Price, minus, in the case of (i) a distribution to
which Section 10.04(a)(4) applies or (ii) a distribution to which Section       
10.04(c) applies, for which, in each case, (x) the record date shall occur on or
before the record date for the distribution to which this Section 10.04(b)      
applies and (y) the Ex-Dividend Time shall                                      

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occur on or after the date of the Time of Determination for the distribution to 
which this Section 10.04(b) applies, the fair market value (on the record date  
for the distribution to which this Section 10.04(b) applies) of the             

     (1)      Capital Stock of the Issuer distributed in respect of each
     share of Common Stock in such Section 10.04(a)(4)
distribution; and                           

 (2)      assets of the Issuer or debt securities or any rights,
            warrants or options to purchase securities of the Issuer
                distributed in respect of each share of Common Stock in such
Section 10.04(c) distribution.              

   The Board of Directors shall determine fair market values for the
purposes of this Section 10.04(b).                                              

         The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the rights, warrants  
or options to which this Section 10.04(b) applies. If all of the shares of      
Common Stock subject to such rights, warrants or options have not been issued   
when such rights, warrants or options expire, then the Conversion Rate shall    
promptly be readjusted to the Conversion Rate which would then be in effect had 
the adjustment upon the issuance of such rights, warrants or options been made  
on the basis of the actual number of shares of Common Stock issued upon the     
exercise of such rights, warrants or options.                                   

No adjustment shall be made under this Section 10.04(b) if the
application of the formula stated above in this Section 10.04(b) would result in
a value of R' that is equal to or less than the value of R.                     

(c)      Adjustment for Other Distributions.                  

               (i) If, on or after the Issue Date of the Notes, the Issuer
  distributes to all holders of its Common Stock any of its assets
  (including shares of Capital Stock of a Subsidiary but excluding
   distributions of Capital Stock or equity interests referred to in
      Section 10.04(c)(ii)), or debt securities or any rights, warrants or
       options to purchase securities of the Issuer (including securities or
       cash, but excluding (x) distributions of Capital Stock referred to in
   Section 10.04(a) and distributions of rights, warrants or options
   referred to in Section 10.04(b) and (y) cash dividends (including
        Regular Quarterly Dividends) or other cash distributions that are paid
      out of consolidated current net earnings or earnings retained in the
         business as shown on the books of the Issuer unless such cash dividends
    or other cash distributions are Extraordinary Cash Dividends), the
         Conversion Rate shall be adjusted, subject to the provisions of Section
10.04(c)(iii) in accordance with the formula:                 

                                                                [Download Table]
              
R'  =    R x M
         -----
        M - F 

where:                                                                          

R' = the adjusted Conversion Rate.                            

R = the current Conversion Rate.                              

     M = the Average Sale Price, minus, in the case of a distribution to
which Section 10.04(a)(4) applies, for which (i) the record date shall occur on 
or before the record date for the distribution to which this Section 10.04(c)(i)
applies and (ii) the Ex-Dividend Time shall occur on or after the date of the   
Time of Determination for the distribution to which this Section 10.04(c)(i)    
applies, the fair market value (on the record date for the distribution to which
this Section 10.04(c)(i) applies) of any Capital Stock of the Issuer distributed
in respect of each share of Common Stock in such Section 10.04(a)(4)            
distribution.                                                                   

       F = the fair market value (on the record date for the distribution to
which this Section 10.04(c)(i) applies) of the assets, securities, rights,      
warrants or options to be distributed in respect of each share of Common Stock  
in the distribution to which this Section 10.04(c)(i) is being applied          
(including, in the case of cash dividends or other cash distributions giving    
rise to an adjustment, all such cash distributed concurrently).                 

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   The Board of Directors shall determine fair market values for the
purposes of this Section 10.04(c)(i).                                           

         The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the distribution to   
which this Section 10.04(c)(i) applies.                                         

        For purposes of this Section 10.04(c)(i), the term "Extraordinary Cash
Dividend" shall mean any cash dividend (other than Regular Quarterly Dividends) 
with respect to the Common Stock the amount of which, together with the         
aggregate amount of cash dividends (other than Regular Quarterly Dividends) on  
the Common Stock to be aggregated with such cash dividend in accordance with the
provisions of this paragraph, equals or exceeds the threshold percentage set    
forth in item (aa) below. For purposes of item (aa) below, the "Measurement     
Period" with respect to a cash dividend on the Common Stock shall mean the 365  
consecutive day period ending on the date prior to the Ex-Dividend Time with    
respect to such cash dividend, and the "Relevant Cash Dividends" with respect to
a cash dividend on the Common Stock shall mean the cash dividends (other than   
Regular Quarterly Dividends) on the Common Stock with Ex-Dividend Times         
occurring in the Measurement Period.                                            

             (aa) If, upon the date prior to the Ex-Dividend Time with
        respect to a cash dividend (other than Regular Quarterly Dividends) on
       the Common Stock, the aggregate amount of such cash dividend together
        with the amounts of all Relevant Cash Dividends equals or exceeds on a
        per share basis the sum of 5% of the Sale Price of the Common Stock on
        the last Trading Day preceding the date of declaration by the Board of
        Directors of the cash dividend with respect to which this provision is
        being applied, then such cash dividend together with all Relevant Cash
         Dividends, shall be deemed to be an Extraordinary Cash Dividend and for
  purposes of applying the formula set forth above in this Section
   10.04(c)(i), the value of "F" shall be equal to (y) the aggregate
       amount of such cash dividend together with the amount of all Relevant
     Cash Dividends, minus (z) the aggregate amount of all Relevant Cash
   Dividends for which a prior adjustment in the Conversion Rate was
previously made under this Section 10.04(c)(i).               

         In making the determinations required by item (aa) above, the amount of
cash dividends paid on a per share basis and the amount of any Relevant Cash    
Dividends specified in item (aa) above, shall be appropriately adjusted to      
reflect the occurrence during such period of any event described in Section     
10.04(a).                                                                       

                (ii) If, on or after the Issue Date of the Notes, the Issuer
      pays a dividend or makes a distribution to all holders of its Common
      Stock consisting of Capital Stock of any class or series, or similar
         equity interests, of or relating to a Subsidiary or other business unit
         of the Issuer, the Conversion Rate shall be adjusted in accordance with
the formula:                                                  

R' = R x (1 + F/M) where:                                     

R' = the adjusted Conversion Rate.                            

R = the current Conversion Rate.                              

         M = the average of the Post-Distribution Prices of the Common Stock for
the 10 Trading Days commencing on and including the fifth Trading Day after the 
date on which "ex-dividend trading" commences for such dividend or distribution 
on the principal United States exchange or market which such securities are then
listed or quoted (the "Ex-Dividend Date").                                      

       F = the fair market value of the securities distributed in respect of
each share of Common Stock for which this Section 10.04(c)(ii) shall mean the   
number of securities distributed in respect of each share of Common Stock       
multiplied by the average of the Post-Distribution Prices of those securities   
distributed for the 10 Trading Days commencing on and including the fifth       
Trading Day after the Ex-Dividend Date.                                         

  "Post-Distribution Price" of Capital Stock or any similar equity
interest on any date means the closing per unit sale price (or, if no closing   
sale price is reported, the average of the bid and ask prices or, if more than  
one in either case, the average of the average bid and the average ask prices)  
on such date for trading of such units on a                                     

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"when issued" basis without due bills (or similar concept) as reported in the   
composite transactions for the principal United States securities exchange on   
which such Capital Stock or equity interest is traded or, if the Capital Stock  
or equity interest, as the case may be, is not listed on a United States        
national or regional securities exchange, as reported by the National           
Association of Securities Dealers Automated Quotation System or by the National 
Quotation Bureau Incorporated; provided that if on any date such units have not 
traded on a "when issued" basis, the Post-Distribution Price shall be the       
closing per unit sale price (or, if no closing sale price is reported, the      
average of the bid and ask prices or, if more than one in either case, the      
average of the average bid and the average ask prices) on such date for trading 
of such units on a "regular way" basis without due bills (or similar concept) as
reported in the composite transactions for the principal United States          
securities exchange on which such Capital Stock or equity interest is traded or,
if the Capital Stock or equity interest, as the case may be, is not listed on a 
United States national or regional securities exchange, as reported by the      
National Association of Securities Dealers Automated Quotation System or by the 
National Quotation Bureau Incorporated. In the absence of such quotation, the   
Issuer shall be entitled to determine the Post-Distribution Price on the basis  
of such quotations which reflect the post-distribution value of the Capital     
Stock or equity interests as it considers appropriate.                          

    (iii) In the event that, with respect to any distribution to which
Section 10.04(c)(i) would otherwise apply, the difference "M-F" as defined in   
the formula set forth in Section 10.04(c)(i) is less than $1.00 or "F" is equal 
to or greater than "M", then the adjustment provided by Section 10.04(c)(i)     
shall not be made and in lieu thereof the provisions of Section 10.11 shall     
apply to such distribution.                                                     

Notwithstanding anything contained herein to the contrary no adjustment in the  
Conversion Rate will be required unless such adjustment would require a change  
of at least 1% in the Conversion Rate then in effect at such time. Any          
adjustment that would otherwise be required to be made shall be carried forward 
and taken into account in any subsequent adjustment.                            

Subject to Section 10.13, after an adjustment to the Conversion Rate under this 
Article Ten, any subsequent event requiring an adjustment under this Article 10 
shall cause an adjustment to the Conversion Rate as so adjusted.                

In the event that this Article 10 requires adjustments to the Conversion Rate   
under more than one of Sections 10.04(a)(4), 10.04(b) or 10.04(c), and the      
record dates for the distributions giving rise to such adjustments shall occur  
on the same date, then such adjustments shall be made by applying, first, the   
provisions of Section 10.04(a), second, the provisions of Section 10.04(c) and, 
third, the provisions of Section 10.04(b).                                      

       Section 10.05 Notice of Adjustments of Conversion Price. Whenever the
Conversion Price is adjusted as herein provided for which the required notice   
has been provided), the Issuer shall promptly file with the Trustee and any     
Conversion Agent other than the Trustee an Officers' Certificate setting forth  
the adjusted Conversion Price and showing in reasonable detail the facts upon   
which such adjustment is based together with a certificate from the Issuer's    
independent public accountants briefly stating the facts requiring the          
adjustment and the method of computing such adjustment. Promptly after delivery 
of such Officers' Certificate, the Issuer shall prepare a notice stating that   
the Conversion Price has been adjusted and setting forth the adjusted Conversion
Price and the date on which each adjustment becomes effective, and shall mail   
such notice to each Holder at the address of such Holder as it appears in the   
Note Register within 20 days of the effective date of such adjustment. Failure  
to deliver such notice shall not effect the legality or validity of any such    
adjustment.                                                                     

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

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

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

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

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

the Issuer shall cause to be filed at each office or agency maintained for the  
purpose of conversion of Notes pursuant to Section 4.05 hereof, and shall cause 
to be provided to the Trustee and all Holders in accordance with Section 12.02  
hereof, at least 20 days (or 10 days in any case specified in clause (1) or (2) 
above) prior to the applicable record or effective date hereinafter specified, a
notice stating:                                                                 

                           (A) the date on which a record is to be taken for the
               purpose of such dividend, distribution, rights or warrants,
                or, if a record is not to be taken, the date as of which the
            holders of Common Stock of record to be entitled to such
        dividend, distribution, rights or warrants are to be
determined, or                              

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

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

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

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

      Section 10.09 Covenant as to Common Stock. The Issuer covenants that
all shares of Common Stock which may be issued upon conversion of Notes will    
upon issue (i) be fully paid and nonassessable and, except as provided in       
Section 10.08, the Issuer will pay all taxes, liens and charges with respect to 
the issue thereof and (ii) be entitled to receive the appropriate number of     
common stock or preferred stock purchase rights, as the case may be (the        
"Rights"), if any, and the certificates representing the Common Stock issued    
upon such conversion shall bear such legends, if any, in each case as may be    
provided by the terms of any shareholder rights agreement adopted by the Issuer,
as the same may be amended from time to time (in each case, a "Rights           
Agreement"). Provided that such Rights Agreement requires that each share of    
Common Stock issued upon conversion of Notes at any time prior to the           
distribution of separate certificates representing the Rights be entitled to    
receive such Rights, then, notwithstanding anything else to the contrary in this
Article 10, there shall not be any adjustment to the Conversion Rate as a result
of the issuance of Rights, the distribution of separate certificates            
representing the Rights, the                                                    

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exercise or redemption of such Rights in accordance with any such Rights        
Agreement, or the termination or invalidation of such Rights.                   

        Section 10.10 Cancellation of Converted Notes. All Notes delivered for
conversion shall be delivered to the Trustee to be canceled by or at the        
direction of the Trustee, which shall dispose of the same as provided in Section
2.11.                                                                           

    Section 10.11 Effect of Reclassification, Consolidation, Merger or
Sale. If the Company is a party to (1) a transaction subject to 5.01 (other than
a sale of substantially all of the assets of the Company in a transaction in    
which holders of Common Stock immediately prior to such transaction do not      
receive securities, cash or other assets of the Issuer or any other person) or  
(2) or a merger or binding share exchange which reclassifies or changes its     
outstanding Common Stock,                                                       

the person obligated to deliver securities, cash or other assets upon conversion
of the Notes shall enter into a supplemental indenture (and if the issuer of    
securities deliverable upon conversion of the Notes is an Affiliate of the      
successor Issuer, that issuer shall join in such supplemental indenture) with   
the Trustee (which shall comply with the TIA as in force at the date of         
execution of such supplemental indenture if such supplemental indenture is then 
required to so comply) providing that such Notes shall be convertible into the  
kind and amount of shares of stock and other securities or property or assets   
(including cash) which such Holder would have been entitled to receive upon such
reclassification, change, merger, consolidation, statutory share exchange,      
combination, sale or conveyance had such Notes been converted into Common Stock 
immediately prior to such reclassification, change, merger, consolidation,      
statutory share exchange, combination, sale or conveyance assuming such holder  
of Common Stock did not exercise its rights of election, if any, as to the kind 
or amount of securities, cash or other property receivable upon such            
reclassification, change, merger, consolidation, statutory share exchange,      
combination, sale or conveyance (provided that, if the kind or amount of        
securities, cash or other property receivable upon such reclassification,       
change, merger, consolidation, statutory share exchange, combination, sale or   
conveyance is not the same for each share of Common Stock in respect of which   
such rights of election shall not have been exercised ("Non-Electing Share"),   
then for the purposes of this Section 10.11 the kind and amount of securities,  
cash or other property receivable upon such reclassification, change, merger,   
consolidation, statutory share exchange, combination, sale or conveyance for    
each Non-Electing Share shall be deemed to be the kind and amount so receivable 
per share by a plurality of the Non-Electing Shares). Such supplemental         
indenture shall provide for adjustments which shall be as nearly equivalent as  
may be practicable to the adjustments provided for in this Article 10. If, in   
the case of any such reclassification, change, merger, consolidation, statutory 
share exchange, combination, sale or conveyance, the stock or other securities  
and assets receivable thereupon by a holder of shares of Common Stock includes  
shares of stock or other securities and assets of a corporation other than the  
successor or purchasing corporation, as the case may be, in such                
reclassification, change, merger, consolidation, statutory share exchange,      
combination, sale or conveyance, then such supplemental indenture shall also be 
executed by such other corporation and shall contain such additional provisions 
to protect the interests of the Holders of the Notes as the Board of Directors  
of the Issuer shall reasonably consider necessary by reason of the foregoing,   
including to the extent practicable the provisions providing for the repurchase 
rights set forth in Section 3.01 hereof.                                        

     The Issuer shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder, at the address of such Holder as it      
appears on the Note Register, within 20 days after execution thereof. Failure to
deliver such notice shall not affect the legality or validity of such           
supplemental indenture.                                                         

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

   If this Section 10.11 applies to any event or occurrence, neither
Section 10.04(a) nor Section 10.04(b) hereof applies.                           

        If the Company makes a distribution to all holders of its Common Stock
of any of its assets, or debt securities or any rights, warrants or options to  
purchase securities of the Company that, but for the provisions of the last     
paragraph of Section 10.04(c)(iii), would otherwise result in an adjustment in  
the Conversion Rate pursuant to the provisions of Section 10.04(c), then, from  
and after the record date for determining the holders of Common Stock entitled  
to receive the distribution, a Holder of a Note that converts such Note in      
accordance with the                                                             

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provisions of this Indenture shall upon such conversion be entitled to receive, 
in addition to the shares of Common Stock into which the Note is convertible,   
the kind and amount of securities, cash or other assets comprising the          
distribution that such Holder would have received if such Holder had converted  
the Note immediately prior to the record date for determining the holders of    
Common Stock entitled to receive the distribution.                              

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

    Section 10.13 Voluntary Increase. The Issuer from time to time may
increase the Conversion Rate by any amount for any period of at least 20 days.  
Whenever the Conversion Rate is increased, the Issuer shall mail to holders of  
the Notes and file with the Trustee and the Conversion Agent a notice of the    
increase. The Issuer shall mail the notice at least 15 days before the date the 
increased Conversion Rate takes effect. The notice shall state the increased    
Conversion Rate and the period it will be in effect.                            

       A voluntary increase of the Conversion Rate does not change or adjust
the Conversion Rate otherwise in effect for purposes of Section 10.04(a),       
10.04(b) or 10.04(c).                                                           

ARTICLE 11

 PROTECTION PAYMENTS

        Section 11.01 Additional Interest Amounts. (a) In the event the Issuer
or its Board of Directors declares a Regular Quarterly Dividend on its Common   
Stock that is greater than $0.1875 per share (the "Current Quarterly Dividend"),
the Issuer shall pay to each Holder of record as of the record date for such    
dividend an amount equal to the product of (i) the positive difference between  
(A) such quarterly per share dividend declared by the Issuer and (B) the Current
Quarterly Dividend multiplied by (ii) the number of shares of Common Stock such 
Holder would possess had such Holder converted its Notes into shares of Common  
Stock as of the record date for such dividend (each such payment an "Additional 
Interest Amount" and, collectively, the "Additional Interest Amounts"),         
provided, however, such amount shall not be due and no payment with respect     
thereto shall be made with respect to the Notes unless such Regular Quarterly   
Dividend is paid to holders of Common Stock. The payment date for an Additional 
Interest Amount shall be the same as the payment date for the dividend to which 
the Additional Interest Amount relates. Holders of Notes shall not be entitled  
to receive any Additional Interest Amount with respect to any dividend that     
causes an adjustment to the Conversion Rate.                                    

       (b) If any of the events contemplated by Section 10.04(a) occurs, the
Current Quarterly Dividend shall be adjusted so that the holders of the Notes   
will be entitled to receive payment in the same amount such Holders would have  
been entitled to if such event in 10.04(a) had not occurred.                    

ARTICLE 12

 MISCELLANEOUS

      Section 12.01 Trust Indenture Act Controls. This Indenture is hereby
made subject to, and shall be governed by, the provisions of the TIA required to
be part of and to govern indentures qualified under the TIA;                    

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provided, however, that, unless otherwise required by law, notwithstanding the  
foregoing, this Indenture and the Notes issued hereunder shall not be subject to
the provisions of subsections (a)(1), (a)(2), and (a)(3) of Section 314 of the  
TIA as now in effect or as hereafter amended or modified; provided further that 
this Section 12.01 shall not require this Indenture or the Trustee to be        
qualified under the TIA prior to the time such qualification is in fact required
under the terms of the TIA, nor shall it constitute any admission or            
acknowledgment by any party to the Indenture that any such qualification is     
required prior to the time such qualification is in fact required under the     
terms of the TIA. If any provision of this Indenture limits, qualifies, or      
conflicts with another provision which is required to be included in this       
Indenture by the TIA, the required provision shall control.                     

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

if to the Issuer:                                             

Xcel Energy Inc.                                              
Attention Corporate Secretary                                 
800 Nicollet Mall                                             
Minneapolis, Minnesota  55402                                 
Facsimile: (612) 215-4504                                     

if to the Trustee:                                            

Wells Fargo Bank Minnesota, National Association              
Attention:  Corporate Trust Services N9303-120                
Sixth and Marquette                                           
Minneapolis, Minnesota  55479                                 
Facsimile: (612) 667-9825                                     

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Section 12.10 No Recourse Against Others. A director, officer, employee
or stockholder, as such, of the Issuer shall not have any liability for any     
obligations of such Issuer under the Notes or this Indenture or for any claim   
based on, in respect of or by reason of such obligations or their creation. By  
accepting a Note, each Noteholder shall waive and release all such liability.   
The waiver and release shall be part of the consideration for the issue of the  
Notes.                                                                          

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

      Section 12.12 Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties 
hereto, any Paying Agent, any authenticating agent, any Note Registrar and their
successors hereunder and the holders of Notes, any benefit or any legal or      
equitable right, remedy or claim under this Indenture.                          

      Section 12.13 Table of Contents, Heading, Etc. The table of contents
and the titles 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.                                                                         

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Section 12.14 Authenticating Agent. The Trustee may appoint an
authenticating agent (the "Authenticating Agent") that shall be authorized to   
act on its behalf, and subject to its direction, in the authentication and      
delivery of Notes in connection with the original issuance thereof and transfers
and exchanges of Notes hereunder, including under Sections 2.03, 2.07, 2.08,    
3.01, 3.04, 9.05 and 10.02, as fully to all intents and purposes as though the  
authenticating agent had been expressly authorized by this Indenture and those  
Sections to authenticate and deliver Notes. For all purposes of this Indenture, 
the authentication and delivery of Notes by the Authenticating Agent shall be   
deemed to be authentication and delivery of such Notes "by the Trustee" and a   
certificate of authentication executed on behalf of the Trustee by an           
Authenticating Agent shall be deemed to satisfy any requirement hereunder or in 
the Notes for the Trustee's certificate of authentication. Such Authenticating  
Agent shall at all times be a Person eligible to serve as trustee hereunder     
pursuant to Section 7.09.                                                       

      Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting    
from any merger, consolidation or conversion to which any Authenticating Agent  
shall be a party, or any corporation succeeding to all or substantially all the 
corporate trust business of any Authenticating Agent, shall be the successor of 
the Authenticating Agent hereunder, if such successor corporation is otherwise  
eligible under this Section 12.14, without the execution or filing of any paper 
or any further act on the part of the parties hereto or the Authenticating Agent
or such successor corporation.                                                  

   Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Issuer. The Trustee may at any  
time terminate the agency of any Authenticating Agent by giving written notice  
of termination to such Authenticating Agent and to the Issuer. Upon receiving   
such a notice of resignation or upon such a termination, or in case at any time 
any Authenticating Agent shall cease to be eligible under this Section, the     
Trustee shall either promptly appoint a successor Authenticating Agent or itself
assume the duties and obligations of the former Authenticating Agent under this 
Indenture and, upon such appointment of a successor Authenticating Agent, if    
made, shall give written notice of such appointment of a successor              
Authenticating Agent to the Issuer and shall mail notice of such appointment of 
a successor Authenticating Agent to all holders of Notes as the names and       
addresses of such holders appear on the Note Register.                          

       The Issuer agree to pay to the Authenticating Agent from time to time
such reasonable compensation for its services as shall be agreed upon in writing
between the Issuer and the Authenticating Agent.                                

    The provisions of Sections 2.12, 7.03, 7.04, 7.07 and this Section
12.14 shall be applicable to any Authenticating Agent.                          

         Section 12.15 Execution in Counterparts. This Indenture may be executed
in any number of counterparts, each of which shall be an original, but such     
counterparts shall together constitute but one and the same instrument.         

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

                              XCEL ENERGY INC.

                                              By:  /s/ Benjamin G.S. Fowke III
                                                  ----------------------------
                                             Benjamin G.S. Fowke III
                                                  Vice President and Treasurer
ATTEST:                                                                         
/s/ Cathy J. Hart                                                 
---------------------------------------                                         
Cathy J. Hart                                       
Corporate Secretary                                 
                                          WELLS FARGO BANK  MINNESOTA,
                                        NATIONAL  ASSOCIATION,  as
                     Trustee

                                          By:  /s/ Curtis D. Schwegman
                                                  ----------------------------
                                                   Curtis D. Schwegman
                                              Vice President

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                                                                       EXHIBIT A

 [FORM OF GLOBAL NOTE]

FOR GLOBAL NOTE ONLY: [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED    
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR THEIR AGENT FOR 
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS    
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT      
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF   
THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO    
NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH     
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE      
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN      
ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]                

THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS   
SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED  
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY        
INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED,   
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,      
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF AGREES TO   
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE EXPIRATION OF THE 
HOLDING PERIOD APPLICABLE TO SALES THEREOF UNDER RULE 144(K) UNDER THE          
SECURITIES ACT (OR ANY SUCCESSIVE PROVISION) (THE "RESALE RESTRICTION PERIOD"), 
ONLY (A) TO XCEL ENERGY INC. OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE  
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT        
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT  
OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (C) OUTSIDE THE UNTIED STATES TO NON-U.S.  
PERSONS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF   
REGULATION S, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING  
OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT    
THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH  
AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A  
VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION 
OF THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN  
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER       
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,   
INCLUDING UNDER RULE 144, IF AVAILABLE. IF ANY RESALE OR OTHER TRANSFER OF THIS 
SECURITY OR SHARES OF COMMON STOCK ISSUED UPON CONVERSION OF THIS SECURITY IS   
PROPOSED TO BE MADE PURSUANT TO CLAUSE (D) OF THIS PARAGRAPH PRIOR TO THE       
EXPIRATION OF THE RESALE RESTRICTION PERIOD (OR THE DATE OF REGISTRATION        
THEREOF), THE TRANSFEROR SHALL BE REQUIRED TO DELIVER A LETTER FROM THE         
TRANSFEREE TO THE TRUSTEE WHICH SHALL PROVIDE, AMONG OTHER THINGS, THAT THE     
TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF        
SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT AND   
THAT IT IS ACQUIRING THIS SECURITY OR SHARES OF COMMON STOCK ISSUED UPON        
CONVERSION OF THIS                                                              

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SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE   
SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW
THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR
ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL. EACH PURCHASER            
ACKNOWLEDGES THAT PRIOR TO THE EXPIRATION OF THE RESALE RESTRICTION PERIOD, THE 
ISSUER AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF AN OPINION  
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM       
APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE  
TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE  
HOLDER AFTER EXPIRATION OF THE RESALE RESTRICTION PERIOD.                       

2                                                                               

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XCEL ENERGY INC.

 7 1/2 % Convertible Senior Notes due 2007

 U.S. $[ ]

No.                                                           CUSIP: [         ]
Issue Date:                                                                     

      XCEL ENERGY INC., a Minnesota corporation, promises to pay to CEDE &
Co. or registered assigns, the principal sum of [ ] DOLLARS ($[ ]), subject to  
increases and decreases as set forth on the Schedule of Increases and Decreases 
annexed hereto, on November 21, 2007 (the "Maturity Date").                     

      This Note shall bear interest as specified on the other side of this
Note. This Note is convertible as specified on the other side of this Note.     

       Additional provisions of this Note are set forth on the other side of
this Note.                                                                      

Dated:                                                                          

                      XCEL ENERGY INC.

         By:
                                             -------------------------------
                   Name:
                    Title:

3                                                                               

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TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

        This is one of the Notes referred to in the within-mentioned Indenture
(as defined on the other side of this Note).                                    

                                  WELLS FARGO BANK MINNESOTA, NATIONAL
                     ASSOCIATION, as Trustee

 By:
                                    ------------------------------
                                  Authorized Signatory

 By:
                                    ------------------------------
                     As Authenticating Agent
                         (if different from Trustee)

    Dated:

4                                                                               

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[FORM OF REVERSE SIDE OF NOTE]

7 1/2 % Convertible Senior Note due 2007

      1. Cash Interest. The Issuer promises to pay interest in cash on the
principal amount of this Note at the rate per annum of 7 1/2 %. The Issuer will 
pay cash interest semiannually in arrears on May 21 and November 21 of each     
year, beginning on May 21, 2003 (each an "Interest Payment Date") to Holders of 
record at the close of business on May 6 and November 6 (whether or not a       
Business Day) (each a "Regular Record Date"), as the case may be, immediately   
preceding such Interest Payment Date; provided that interest payable on the     
Maturity Date or if applicable, upon repurchase or acceleration, shall be       
payable to the person to whom principal shall be payable. Cash interest on the  
Notes will accrue from (and including) the most recent date to which interest   
has been paid or duly provided or, if no interest has been paid, from (and      
including) the Issue Date to (but not including) the next successive Interest   
Payment Date. Cash interest will be computed on the basis of a 360-day year of  
twelve 30-day months. The Issuer shall pay cash interest on overdue principal at
the rate borne by the Notes, and it shall pay interest in cash on overdue       
installments of cash interest (including Liquidated Damages and Additional      
Interest Amounts, if any) at the same rate to the extent lawful. All such       
overdue cash interest shall be payable on demand. The Issuer further promise to 
pay Liquidated Damages that it may from time to time be required to pay pursuant
to Section 2(e) of the Registration Rights Agreement at the same time and in the
same manner as payments of interest as specified herein.                        

     2. Payment of Principal. Subject to the terms and conditions of the
Indenture, the Issuer will make payments in respect of the principal on this    
Note on the Maturity Date or if applicable, upon repurchase or acceleration to  
Holders who surrender Notes to a Paying Agent to collect such payments in       
respect of the Notes.                                                           

         3. Payment of Additional Interest Amounts. In the event that the Issuer
declares a dividend on its shares of Common Stock that exceeds the Current      
Quarterly Dividend, the Issuer shall pay to each Holder of record as of the     
record date for such dividend an amount equal to the product of (i) the positive
difference between (A) such quarterly per share dividend declared by the Issuer 
and (B) the Current Quarterly Dividend multiplied by (ii) the number of shares  
of Common Stock such Holder would possess had such Holder converted its Notes   
into shares of Common Stock as of the record date for such dividend (each such  
payment an "Additional Interest Amount" and, collectively, the "Additional      
Interest Amounts"); provided, however, that such Additional Interest Amounts    
shall not be due and no payment with respect thereto shall be made unless such  
dividend is paid to holders of Common Stock. The payment date for an Additional 
Interest Amount shall be the same as the payment date for the dividend to which 
the Additional Interest Amount relates. Holders of Notes shall not be entitled  
to receive any Additional Interest Amount with respect to any dividend that     
causes an adjustment to the Conversion Rate.                                    

      The "Current Quarterly Dividend" shall be initially equal to $0.1875
per share of Common Stock, subject to adjustment in certain events described in 
the Indenture.                                                                  

        4. Method of Payment. The Issuer will pay cash amounts in money of the
United States that at the time of payment is legal tender for payment of public 
and private debts. However, the Issuer may make such cash payments by check     
payable in such money. A Holder of Notes with an aggregate principal amount in  
excess of $5,000,000 will be paid by wire transfer in immediately available     
funds at the election of such holder. Any payment required to be made on any day
that is not a Business Day will be made on the next succeeding Business Day.    

        5. Paying Agent, Conversion Agent and Note Registrar. Initially, Wells
Fargo Bank Minnesota, National Association, the "Trustee" will act as Paying    
Agent, Conversion Agent and Note Registrar. The Issuer may appoint and change   
any Paying Agent, Conversion Agent, Note Registrar or co-registrar without      
notice, other than notice to the Trustee. The Issuer or any of their            
Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion     
Agent, Note Registrar or co- registrar.                                         

       6. Indenture. The Issuer issued the Notes under an Indenture dated as
of November 21, 2002 (the "Indenture"), between the Issuer and the Trustee. The 
terms of the Notes include those stated in the Indenture and those made part of 
the Indenture by reference to the Trust Indenture Act of 1939, as in effect from
time to time (the                                                               

5                                                                               

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"TIA"). Capitalized terms used herein and not defined herein have the meanings  
ascribed thereto in the Indenture. The Notes are subject to all such terms, and 
Noteholders are referred to the Indenture and the TIA for a statement of those  
terms.                                                                          

      The Notes are general unsecured obligations of the Issuer limited to
$200,000,000 aggregate principal amount, or $230,000,000 aggregate principal    
amount if the Overallotment Option is exercised fully (except as provided for in
Section 2.01 of the Indenture). The Indenture does not limit other indebtedness 
of the Issuer, secured or unsecured.                                            

No sinking fund is provided for the Notes.                    

         7. Repurchase by the Issuer at the Option of the Holder. If a Change of
Control of the Issuer occurs, the Holder, at the Holder's option, shall have the
right, in accordance with the provisions of the Indenture, to require the Issuer
to repurchase the Notes (or any portion of the principal amount hereof that is  
at least $1,000 or an integral multiple thereof, provided that the portion of   
the principal amount of this Note to be outstanding after such repurchase is at 
least equal to $1,000) at the Change of Control Repurchase Price in cash.       

    A notice of a Change of Control will be given by the Issuer to the
Holders as provided in the Indenture. To exercise a repurchase right, a Holder  
must deliver to the Trustee a written notice as provided in the Indenture.      

     Holders have the right to withdraw any Change of Control Repurchase
Notice by delivering to the Paying Agent a written notice of withdrawal in      
accordance with the provisions of the Indenture.                                

       8. Conversion. Subject to the next two succeeding sentences, a Holder
of a Note may convert it into, at the option of the Holder, Common Stock of the 
Issuer at any time before the close of business on the Maturity Date. A Note in 
respect of which a Holder has delivered a Change of Control Repurchase Notice   
exercising the option of such Holder to require the Issuer to purchase such Note
may be converted only if such notice of exercise is withdrawn in accordance with
the terms of the Indenture.                                                     

         The initial Conversion Rate shall be 81.1359 shares of Common Stock per
$1000 principal amount of the Note, subject to adjustment in certain events     
described in the Indenture. The Issuer shall pay a cash adjustment as provided  
in the Indenture in lieu of any fractional share of Common Stock.               

     To convert a Note, a Holder must (1) complete and manually sign the
conversion notice below (or complete and manually sign a facsimile of such      
notice) and deliver such notice to the Conversion Agent, (2) surrender the Note 
to the Conversion Agent, (3) furnish appropriate endorsements and transfer      
documents if required by the Conversion Agent, the Issuer or the Trustee and (4)
pay any transfer or similar tax, if required, in accordance with all the        
provisions of the Indenture.                                                    

         9. Denominations; Transfer; Exchange. The Notes are in fully registered
form, without coupons, in denominations of $1,000 of principal amount and       
integral multiples of $1,000. A Holder may transfer or exchange Notes in        
accordance with the Indenture. The Note Registrar may require a Holder, among   
other things, to furnish appropriate endorsements and transfer documents and to 
pay any taxes and fees required by law or permitted by the Indenture. The Note  
Registrar need not transfer or exchange any Notes in respect of which a Change  
of Control Repurchase Notice has been given and not withdrawn (except, in the   
case of a Note to be purchased in part, the portion of the Note not to be       
purchased).                                                                     

      10. Persons Deemed Owners. The registered Holder of this Note may be
treated as the owner of this Note for all purposes.                             

      11. Unclaimed Money or Notes. The Trustee and the Paying Agent shall
return to the Issuer upon written request any money held by them for the payment
of any amount with respect to the Notes that remains unclaimed for two years,   
subject to applicable unclaimed property law. After return to the Issuer,       
Holders entitled to the money must look to the Issuer for payment as general    
creditors unless an applicable abandoned property law designates another person.

6                                                                               

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       12. Amendment; Waiver. Subject to certain exceptions set forth in the
Indenture, (i) the Indenture or the Notes may be amended with the written       
consent of the Holders of at least a majority in aggregate principal amount of  
the Notes at the time outstanding and (ii) certain Defaults or Events of Default
may be waived with the written consent of the Holders of a majority in aggregate
principal amount of the Notes at the time outstanding. Subject to certain       
exceptions set forth in the Indenture, without the consent of any Noteholder,   
the Issuer and the Trustee may amend the Indenture or the Notes, among other    
things, to cure any ambiguity, omission, defect or inconsistency, or to comply  
with Article 5 of the Indenture, or to make any change that does not adversely  
affect the rights of any Noteholder, or to comply with any requirement of the   
SEC in connection with the qualification of the Indenture under the TIA or in   
connection with the registration of the Notes under the Securities Act.         

   13. Defaults and Remedies. Under the Indenture, Events of Default
include (1) the Issuer fails to pay when due the principal on any of the Notes  
at maturity or exercise of a repurchase right or otherwise; (2) the Issuer fails
to pay an installment of interest (including Liquidated Damages and Additional  
Interest Amounts, if any) on any of the Notes that continues for 30 days after  
the date when due; (3) the Issuer fails to deliver shares of Common Stock,      
together with cash in lieu of fractional shares, when such Common Stock or cash 
in lieu of fractional shares is required to be delivered upon conversion of a   
Note and such failure continues for 10 days after such delivery date; (4) the   
Issuer fails to give notice regarding a Change of Control within the time period
specified in the Indenture; (5) the Issuer fails to perform or observe any other
term, covenant or agreement contained in the Notes or the Indenture for a period
of 60 days after receipt by the Issuer of a written notice of such failure,     
requiring the Issuer to remedy the same, given by the Trustee or to the Issuer  
and the Trustee by the Holders of at least 25% in aggregate principal amount of 
the Notes then outstanding; (6) (A) the Issuer or any Significant Subsidiary    
fails to make any payment by the end of the applicable grace period, if any,    
after the final scheduled payment date for such payment with respect to any     
indebtedness for borrowed money in an aggregate principal amount in excess of   
$50 million or (B) indebtedness for borrowed money of the Issuer or any         
Significant Subsidiary in an aggregate principal amount in excess of $50 million
shall have been accelerated or otherwise declared due and payable, or required  
to be prepaid or repurchased (other than by regularly scheduled required        
prepayment) prior to the scheduled maturity thereof as a result of a default    
with respect to such indebtedness, in either case without such indebtedness     
referred to in subclause (A) or (B) hereof having been discharged, cured,       
waived, rescinded or annulled, for a period of 30 days after receipt by the     
Issuer of a Notice of Default; (7) the Issuer fails to pay, when due, the       
principal of or any amounts due upon acceleration of, any of the notes issued   
pursuant to the Citadel Securities Purchase Agreement (including the "First     
Notes" (as such term is defined in the Citadel Securities Purchase Agreement)); 
and (8) certain events of bankruptcy, insolvency or reorganization with respect 
to the Issuer or any Significant Subsidiary. If an Event of Default (other than 
an Event of Default specified in clause (8) above) occurs and is continuing, the
Trustee, or the Holders of at least 25% in aggregate principal amount of the    
Notes at the time outstanding, may declare all the Notes to be due and payable  
immediately. Certain events of bankruptcy or insolvency are Events of Default   
which will result in the Notes becoming due and payable immediately upon the    
occurrence of such Events of Default.                                           

  Noteholders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or   
the Notes unless it receives reasonable indemnity or security. Subject to       
certain limitations, Holders of a majority in aggregate principal amount of the 
Notes at the time outstanding may direct the Trustee in its exercise of any     
trust or power. The Trustee may withhold from Noteholders notice of any         
continuing Default (except a Default in payment of amounts specified in clause  
(1) or (2) above) if it determines that withholding notice is in their          
interests.                                                                      

      14. Trustee Dealings with the Issuer. Subject to certain limitations
imposed by the TIA, the Trustee under the Indenture, in its individual or any   
other capacity, may become the owner or pledgee of Notes and may otherwise deal 
with and collect obligations owed to it by the Issuer or their Affiliates and   
may otherwise deal with the Issuer or their Affiliates with the same rights it  
would have if it were not Trustee.                                              

  15. No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Issuer shall not have any liability for any        
obligations of such Issuer under the Notes or the Indenture or for any claim    
based on, in respect of or by reason of such obligations or their creation. By  
accepting a Note, each Noteholder waives and releases all such liability. The   
waiver and release are part of the consideration for the issue of the Notes.    

      16. Authentication. This Note shall not be valid until an authorized
signatory of the Trustee or an Authenticating Agent manually signs the Trustee's
Certificate of Authentication on the other side of this Note.                   

7                                                                               

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

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

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

    The Issuer will furnish to any Noteholder upon written request and
without charge a copy of the Indenture which has in it the text of this Note in 
larger type. Requests may be made to:                                           

8                                                                               

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 CONVERSION NOTICE

TO:      XCEL ENERGY INC.                                                       
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION              

  The undersigned registered owner of this Note hereby irrevocably
exercises the option to convert this Note, or the portion thereof (which is     
$1,000 or an integral multiple thereof) below designated, into shares of Common 
Stock of Xcel Energy Inc. in accordance with the terms of the Indenture referred
to in this Note, and directs that the shares issuable and deliverable upon such 
conversion, together with any check in payment for fractional shares and any    
Notes representing any unconverted principal amount hereof, be issued and       
delivered to the registered holder hereof unless a different name has been      
indicated below. If shares or any portion of this Note not converted are to be  
issued in the name of a person other than the undersigned, the undersigned will 
provide the appropriate information below and pay all transfer taxes payable    
with respect thereto. Any amount required to be paid by the undersigned on      
account of interest accompanies this Note.                                      

Dated:                                                                          
---------------------                                               

                  ------------------------------
Signature(s)

        Signature(s) must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar, which requirements include      
membership or participation in the Security Transfer Agent Medallion Program    
("STAMP") or such other "signature guarantee program" as may be determined by   
the Note Registrar in addition to, or in substitution for, STAMP, all in        
accordance with the Securities Exchange Act of 1934, as amended.                

                  ------------------------------
       Signature Guarantee

9                                                                               

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         Fill in the registration of shares of Common Stock if to be issued, and
Notes if to be delivered, other than to and in the name of the registered       
holder:                                                                         

---------------------------------                                               
(Name)                                                                          

---------------------------------                                               
(Street Address)                                                                

---------------------------------                                               
(City, State and Zip Code)                                                      

---------------------------------                                               
Please print name and address                                                   

Principal amount to be converted                                                
(if less than all):                                                             

$                                                                               
-------------------------------                                               

Social Security or Other Taxpayer                                               
Identification Number:                                                          

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

10                                                                              

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 CHANGE OF CONTROL REPURCHASE NOTICE

TO:      XCEL ENERGY INC.                                                       
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION              

  The undersigned registered owner of this Note hereby irrevocably
acknowledges receipt of a notice from Xcel Energy Inc. (the "Issuer") as to the 
occurrence of a Change of Control with respect to the Issuer and requests and   
instructs the Issuer to repay the entire principal amount of this Note          
(Certificate No.____), 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 Note to the registered holder hereof.             

Dated:                                                                          
------------------------                                            

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

                            ------------------------------
          Signature(s)

      NOTICE: The above signatures of the holder(s) hereof must correspond
with the name as written upon the face of the Note in every particular without  
alteration or enlargement or any change whatever.                               

Principal amount to be repaid (if less than all):             

$                                             
-----------------------------               
------------------------------                
Social Security or Other                      
Taxpayer Identification Number                

11                                                                              

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ASSIGNMENT

      For value received __________________________________________ hereby
sell(s), assign(s) and transfer(s) unto________________________________________ 
(Please insert social security or other Taxpayer Identification Number of       
assignee) the within Note, and hereby irrevocably constitutes and appoints      
____________________________________ attorney to transfer said Note on the books
of the Issuer, with full power of substitution in the premises.                 

        In connection with any transfer of the Note prior to the expiration of
the holding period applicable to sales thereof under Rule 144(k) under the      
Securities Act (or any successor provision) (other than any transfer pursuant to
a registration statement that has been declared effective under the Securities  
Act), the undersigned confirms that such Note is being transferred:             

| |      To Xcel Energy Inc. or a subsidiary thereof; or      

 | |      Pursuant to and in compliance with Rule 144A under the
Securities Act of 1933, as amended; or      

     | |      To an Institutional Accredited Investor pursuant to and in
              compliance with the Securities Act of 1933, as amended; or

       | |      Pursuant to an offshore transaction, in accordance with Rule
904 under the Securities Act; or            

| |      Pursuant to and in compliance with Rule 144 under the
Securities Act of 1933, as amended;         

              and unless the box below is checked, the undersigned
                confirms that such Note is not being transferred to an
                    "affiliate" of the Issuer as defined in Rule 144 under the
              Securities Act of 1933, as amended (an "Affiliate").

| |      The transferee is an Affiliate of the Issuer.        

Dated:                                                                          
----------------------                                              

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

                                    ------------------------------------
            Signature(s)

        Signature(s) must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar, which requirements include      
membership or participation in the Security Transfer Agent Medallion Program    
("STAMP") or such other "signature guarantee program" as may be determined by   
the Note Registrar in addition to, or in substitution for, STAMP, all in        
accordance with the Securities Exchange Act of 1934, as amended.                

                                    ------------------------------------
                   Signature Guarantee

12                                                                              

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       NOTICE: The signature of the conversion notice, the Change of Control
Repurchase Notice or the assignment must correspond with the name as written    
upon the face of the Note in every particular without alteration or enlargement 
or any change whatever.                                                         

13                                                                              

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                                                                     EXHIBIT B-1

Transfer Certificate

       In connection with any transfer of any of the Notes within the period
prior to the expiration of the holding period applicable to the sales thereof   
under Rule 144(k) under the Securities Act of 1933, as amended (the "Securities 
Act") (or any successor provision), the undersigned registered owner of this    
Note hereby certifies with respect to $____________ principal amount of the     
above-captioned Notes presented or surrendered on the date hereof (the          
"Surrendered Notes") for registration of transfer, or for exchange or conversion
where the Notes issuable upon such exchange or conversion are to be registered  
in a name other than that of the undersigned registered owner (each such        
transaction being a "transfer"), that such transfer complies with the           
restrictive legend set forth on the face of the Surrendered Notes for the reason
checked below:                                                                  

       | |      A transfer of the Surrendered Notes is made to the Issuer or
any subsidiaries; or                        

        | |      The transfer of the Surrendered Notes complies with Rule 144A
          under the U.S. Securities Act of 1933, as amended (the
"Securities Act"); or                       

       | |      The transfer of the Surrendered Notes is to an institutional
                 accredited investor, as described in Rule 501(a)(1), (2), (3)
       or (7) of Regulation D under the Securities Act; or

  | |      The transfer of the Surrendered Notes is pursuant to an
                 effective registration statement under the Securities Act, or

  | |      The transfer of the Surrendered Notes is pursuant to an
                  offshore transaction in accordance with Rule 904 of Regulation
S under the Securities Act; or              

       | |      The transfer of the Surrendered Notes is pursuant to another
                available exemption from the registration requirement of the
Securities Act.                             

              and unless the box below is checked, the undersigned
                   confirms that, to the undersigned's knowledge, such Notes
                   are not being transferred to an "affiliate" of the Issuer
             as defined in Rule 144 under the Securities Act (an
"Affiliate").                         

| |      The transferee is an affiliate of the Issuer.        

DATE:                                                                           
-------------------                                                 
                                        ------------------------------------

                Signature(s)

(If the registered owner is a corporation, partnership or fiduciary, the title  
of the Person signing on behalf of such registered owner must be stated.)       

B-1-1 

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                                                                     EXHIBIT B-2

FORM OF LETTER TO BE DELIVERED BY ACCREDITED INVESTORS

Wells Fargo Bank Minnesota, National Association                                

Ladies and Gentlemen:                                                           

        We are delivering this letter in connection with our proposed purchase
of $____ principal amount of 7 1/2 % Convertible Senior Notes due 2007 (the     
"Notes") and ___ shares of Common Stock issued upon conversion of the Notes (the
"Securities") of Xcel Energy Inc., a Minnesota corporation (the "Company").     

We hereby confirm that:                                       

2.       we are an "accredited investor" within the meaning of Rule 501(a)(1),  
(2) or (3) under the Securities Act of 1933, as amended (the  
       "Securities Act"), or an entity in which all of the equity owners are
       accredited investors within the meaning of Rule 501(a)(1), (2) or (3)
    under the Securities Act (an "Institutional Accredited Investor");

3.       (A) our purchase of the Securities will be for our own account or for  
        the account of one or more other Institutional Accredited Investors or
         as fiduciary for the account of one or more trusts, each of which is an
      "accredited investor" within the meaning of Rule 501(a)(7) under the
  Securities Act and for each of which we exercise sole investment
  discretion or (B) we are a "bank," within the meaning of Section
       3(a)(2) of the Securities Act, or a "savings and loan association" or
         other institution described in Section 3(a)(5)(A) of the Securities Act
         that is acquiring the Securities as fiduciary for the account of one or
     more institutions for which we exercise sole investment discretion;

4.       in the event that we purchase any of the Securities, we will acquire   
      Securities having a minimum purchase price of not less that $500,000
  for our own account or for any separate account for which we are
acting;                                                       

5.       we have such knowledge and experience in financial and business matters
      that we are capable of evaluating the merits and risks of purchasing
the Securities;                                               

6.       we are not acquiring the Securities with a view to distribution        
      therefor or with any present intention of offering or selling any of
         the Securities, except inside the United States in accordance with Rule
144A under the Securities Act or outside the United States in 
    accordance with Regulation S under the Securities Act, as provided
       below; provided that the disposition of our property and the property
      of any accounts for which we are acting as fiduciary shall remain at
all times within our control; and                             

      We understand that the Securities are being offered in a transaction
not involving any public offering within the United States within the meaning of
the Securities Act and that the Securities have not been and will not be        
registered under the Securities Act, and we agree, on our own behalf and on     
behalf of each account for which we acquire any Securities, that if in the      
future we decide to resell, pledge or otherwise transfer such Securities such   
Securities, may be offered, resold, pledged or otherwise transferred only (i)   
pursuant to an effective registration statement under the Securities Act, (ii)  
inside the United States to a person who we reasonably believe is a "qualified  
institutional buyer" (as defined in Rule 144A under the Securities Act) in a    
transaction meeting the requirements of Rule 144A, (iii) pursuant to an         
exemption from registration provided by Rule 144 under the Securities Act, if   
available, or (iv) outside the United States in a transaction meeting the       
requirements of Rule 903 or 904 under the Securities Act, and in each case, in  
accordance with any applicable securities laws of any State of the United States
or any other applicable jurisdiction. We acknowledge that the Issuer and the    
Trustee for the Securities will not be required to accept for registration of   
transfer any Securities acquired by us, except upon presentation of evidence    
satisfactory to the Issuer and the Trustee that the foregoing restrictions on   
transfer have been                                                              

B-2-1 

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complied with. We further understand that any Securities acquired by us will be 
in the form of definitive physical certificates and that such certificates will 
bear a legend reflecting the substance of this paragraph.                       

    We acknowledge that you, the Issuer, and others will rely upon our
confirmations, acknowledgements, and agreements set forth herein, and we agree  
to notify you promptly in writing if any of our representations or warranties   
herein ceases to be accurate and complete.                                      

         THIS LETTER 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.                                                                           

Date:                                                                           
---------                                                           
                               (Name of Purchaser)

By:                       
                                    --------------------------------------------

Name:                     
                                    --------------------------------------------

Title:                    
                                    --------------------------------------------

Address:                  

B-2-2 

EX-4.137
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 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

         The initial principal amount of this Global Security is [ ] DOLLARS ($[
]). The following increases or decreases in this Global Security have been made:

                                                        [Enlarge/Download Table]

Date of Exchange   Amount of decrease   Amount of Increase   Principal Amount of   Signature of        
                   in Principal Amount  in Principal Amount  this Global Security  authorized signatory
                   of this Global       of this Global       following such        of Trustee of       
                   Security             Security             decrease or increase  Securities Custodian
-----------------  -------------------  -------------------  --------------------  --------------------
                                                                                                       


B-2-3 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		11/21/07		55
		12/31/03		26					10-K,  11-K,  4,  U-13-60,  U-9C-3,  U5S,  U5S/A
		5/21/03		57
Filed on:		3/31/03							10-Q,  35-CERT,  U-9C-3
For Period End:		12/31/02							11-K,  4,  U-13-60,  U-9C-3,  U5S,  U5S/A
		11/21/02		1		57			8-K
		11/19/02		9					4,  8-K
		11/8/02		7					8-K/A
									List all Filings