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                                                                     EXHIBIT 4.1

                                AGCO CORPORATION

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY", WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE CERTIFICATES)
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND
ANY PAYMENT HEREIN IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH
IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT); (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING
PERIOD APPLICABLE TO SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(K) UNDER
THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER
THIS NOTE OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE EXCEPT (A)
TO AGCO CORPORATION OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE) OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE
TIME OF SUCH TRANSFER); (3) PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER
PURSUANT TO CLAUSE (2)(D) ABOVE), IT WILL FURNISH TO SUNTRUST BANK, AS TRUSTEE
(OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR
OTHER INFORMATION AS THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (4) AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE
EARLIER OF THE TRANSFER OF THIS NOTE PURSUANT TO CLAUSE (2)(D) ABOVE OR UPON ANY
TRANSFER OF THIS NOTE UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION). THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE
TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING
RESTRICTION.



                                AGCO CORPORATION

              1-3/4% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2033

                                                               CUSIP: 001084 AH5

No. 1                                                               $201,250,000

                  AGCO CORPORATION, a corporation duly organized and validly
existing under the laws of the State of Delaware (herein called the "COMPANY",
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received hereby promises to pay to Cede & Co. or
its registered assigns, the principal sum of TWO HUNDRED ONE MILLION TWO HUNDRED
FIFTY THOUSAND DOLLARS on December 31, 2033 at the office or agency of the
Company maintained for that purpose in accordance with the terms of the
Indenture, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts, and to pay interest, semiannually on June 30 and December 31 of each
year, commencing June 30, 2004, on said principal sum at said office or agency,
in like coin or currency, at the rate per annum of 1-3/4%, from the June 30 or
December 31, as the case may be, next preceding the date of this Note to which
interest has been paid or duly provided for, unless the date hereof is a date to
which interest has been paid or duly provided for, in which case from the date
of this Note, or unless no interest has been paid or duly provided for on the
Notes, in which case from December 23, 2003 until payment of said principal sum
has been made or duly provided for. Notwithstanding the foregoing, if the date
hereof is after any June 15 or December 15, as the case may be, and before the
following June 30 or December 31, this Note shall bear interest from such June
30 or December 31; provided that if the Company shall default in the payment of
interest due on such June 30 or December 31, then this Note shall bear interest
from the next preceding June 30 or December 31 to which interest has been paid
or duly provided for or, if no interest has been paid or duly provided for on
such Note, from December 23, 2003. Except as otherwise provided in the
Indenture, the interest payable on the Note pursuant to the Indenture on any
June 30 or December 31 will be paid to the Person entitled thereto as it appears
in the Note register at the close of business on the record date, which shall be
the June 15 or December 15 (whether or not a Business Day) next preceding such
June 30 or December 31, as provided in the Indenture; provided that any such
interest not punctually paid or duly provided for shall be payable as provided
in the Indenture. Interest may, at the option of the Company, be paid either (i)
by check mailed to the registered address of such Person (provided that the
holder of Notes with an aggregate principal amount in excess of $2,000,000
shall, at the written election (timely made and containing appropriate wire
transfer information) of such holder, be paid by wire transfer of immediately
available funds) or (ii) by transfer to an account maintained by such Person
located in the United States; provided that payments to the Depositary will be
made by wire transfer of immediately available funds to the account of the
Depositary or its nominee.

                                      - 2 -


                  The Company promises to pay interest on overdue principal and
premium, if any, (to the extent that payment of such interest is enforceable
under applicable law) at the rate of 2-3/4%, per annum.

                  Reference is made to the further provisions of this Note set
forth on the reverse hereof, including, without limitation, provisions giving
the holder of this Note the right to convert this Note into Common Stock of the
Company on the terms and subject to the limitations referred to on the reverse
hereof and as more fully specified in the Indenture. Such further provisions
shall for all purposes have the same effect as though fully set forth at this
place.

                  This Note shall be deemed to be a contract made under the laws
of the State of New York, and for all purposes shall be construed in accordance
with and governed by the laws of the State of New York without reference to its
principles of conflict of laws.

                  This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been manually
signed by the Trustee or a duly authorized authenticating agent under the
Indenture.

                                      - 3 -


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

                                              AGCO CORPORATION

                                              By: ______________________________
                                                    Andrew H. Beck
                                                    Chief Financial Officer

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

SUNTRUST BANK, as Trustee

By:________________________________
    Authorized Officer

Dated: December 23, 2003

                                      - 4 -


                             FORM OF REVERSE OF NOTE

                                AGCO CORPORATION

                     1-3/4% CONVERTIBLE SENIOR NOTE DUE 2033

                  This Note is one of a duly authorized issue of Notes of the
Company, designated as its 1-3/4% Convertible Senior Subordinated Notes Due 2033
(herein called the "NOTES"), limited in aggregate principal amount to
$201,250,000, issued and to be issued under and pursuant to an Indenture dated
as of December 23, 2003 (herein called the "INDENTURE"), between the Company and
SunTrust Bank, as trustee (herein called the "TRUSTEE"), to which Indenture and
all indentures supplemental thereto reference is hereby made for a description
of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the holders of the Notes.

                  In case an Event of Default shall have occurred and be
continuing, the principal of, and premium, if any, and accrued interest on, all
Notes may be declared by either the Trustee or the holders of not less than 25%
in aggregate principal amount of the Notes then outstanding, and upon said
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.

                  The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of at least a majority in aggregate
principal amount of the Notes at the time outstanding, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or modifying
in any manner the rights of the holders of the Notes; provided that no such
supplemental indenture shall (i) extend the fixed maturity of any Note, or
reduce the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof or premium, if any, thereon or reduce any amount
payable on redemption or repurchase thereof, or impair the right of any
Noteholder to institute suit for the payment thereof, or make the principal
thereof or interest or premium, if any, thereon payable in any coin or currency
or payable at any place other than that provided in the Indenture or the Notes,
or change the obligation of the Company to redeem any Note on a redemption date
in a manner adverse to the holders of Notes, or change the obligation of the
Company to redeem any Note upon the happening of a Fundamental Change in a
manner adverse to the holders of Notes, or change the obligation of the Company
to repurchase any Note on a Repurchase Date in a manner adverse to the holders
of Notes, or reduce the Conversion Rate otherwise than in accordance with the
terms of the Indenture or otherwise impair the right to convert the Notes into
Common Stock subject to the terms set forth herein, including Section 14.06
thereof, or adversely modify, in any material respect the provisions of Article
15 or reduce the quorum or the voting requirements under the Indenture, or
modify any of the provisions of Section 10.02 or Section 6.07, except to
increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the holder of each
Note so affected, or change any obligation of the Company to maintain an office
or agency in the places and for the purposes set forth in Section 4.01 thereof,
in each case, without the consent of the holder of each Note so

                                     - 5 -


affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which
are required to consent to any such supplemental indenture or to waive any past
Event of Default, without the consent of the holders of each Notes affected
thereby. Subject to the provisions of the Indenture, the holders of a majority
in aggregate principal amount of the Notes at the time outstanding may on behalf
of the holders of all of the Notes waive any past default or Event of Default
under the Indenture and its consequences except a default in the payment of
interest, or any premium on or the principal of, any of the Notes, or a failure
by the Company to convert any Notes into Common Stock of the Company, or a
default in the payment of the redemption price, or a default in the payment of
the repurchase price on a Repurchase Date, or a default in respect of a covenant
or provisions of the Indenture which under Article 10 of the Indenture cannot be
modified or amended without the consent of the holders of each or all Notes then
outstanding or affected thereby. Any such consent or waiver by the holder of
this Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such holder and upon all future holders and owners of this Note and
any Notes which may be issued in exchange or substitution hereof, irrespective
of whether or not any notation thereof is made upon this Note or such other
Notes.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, and any premium
and interest on, this Note at the place, at the respective times, at the rate
and in the coin or currency herein prescribed.

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

                  The Notes are issuable in fully registered form, without
coupons, in denominations of $1,000 principal amount and any multiple of $1,000.
At the office or agency of the Company referred to on the face hereof, and in
the manner and subject to the limitations provided in the Indenture, without
payment of any service charge but with payment of a sum sufficient to cover any
tax, assessment or other governmental charge that may be imposed in connection
with any registration or exchange of Notes, Notes may be exchanged for a like
aggregate principal amount of Notes of any other authorized denominations.

                  At any time on or after January 1, 2011, the Notes may be
redeemed at the option of the Company, in whole or in part, in cash, upon
mailing a notice of such redemption not less than 30 days but not more than 60
days before the redemption date to the holders of Notes at their last registered
addresses, all as provided in the Indenture, at 100% of the principal amount of
the Notes to be redeemed, together with accrued and unpaid interest, if any, to,
but excluding the date fixed for redemption; provided that if the redemption
date is on a March 15 or September 15, then the interest payable on such date
shall be paid to the holder of record on the preceding March 1 or September 1,
respectively:

                                     - 6 -


                  The Company may not give notice of any redemption of the Notes
if a default in the payment of interest or premium, if any, on the Notes has
occurred and is continuing.

                  The Notes are not subject to redemption through the operation
of any sinking fund.

                  If a Fundamental Change occurs at any time prior to maturity
of the Notes, this Note will be redeemable on a Fundamental Change Redemption
Date, 30 days after notice thereof, at the option of the holder of this Note at
a redemption price equal to 100% of the principal amount thereof, together with
accrued interest to (but excluding) the redemption date; provided that if such
Fundamental Change Redemption Date is a June 30 or December 31, the interest
payable on such date shall be paid to the holder of record of this Note on the
preceding June 15 or December 15, respectively. The Notes will be redeemable in
multiples of $1,000 principal amount. The Company shall mail to all holders of
record of the Notes a notice of the occurrence of a Fundamental Change and of
the redemption right arising as a result thereof on or before the 10th day after
the occurrence of such Fundamental Change. For a Note to be so redeemed at the
option of the holder, the Company must receive at the office or agency of the
Company maintained for that purpose in accordance with the terms of the
Indenture, such Note with the form entitled "Option to Elect Repayment Upon a
Fundamental Change" on the reverse thereof duly completed, together with such
Note, duly endorsed for transfer, on or before the 30th day after the date of
such notice of a Fundamental Change (or if such 30th day is not a Business Day,
the immediately succeeding Business Day).

                  Subject to the terms and conditions of the Indenture, the
Company shall become obligated to purchase, at the option of the holder, all or
any portion of the Notes held by such holder, in cash, on December 31, 2010,
December 31, 2013, December 31, 2018, December 31, 2023 and December 31, 2028,
in whole multiples of $1,000 at a purchase price of 100% of the principal
amount, plus any accrued and unpaid interest, on such Note up to the Repurchase
Date. To exercise such right, a holder shall deliver to the Company such Note
with the form entitled "Repurchase Notice" on the reverse thereof duly
completed, together with the Note, duly endorsed for transfer, at any time from
the opening of business on the date that is 20 Business Days prior to such
Repurchase Date until the close of business on the Repurchase Date, and shall
deliver the Notes to the Trustee (or other paying agent appointed by the
Company) as set forth in the Indenture.

                  Holders have the right to withdraw any Repurchase Notice by
delivering to the Trustee (or other paying agent appointed by the Company) a
written notice of withdrawal up to the close of business on the Repurchase Date,
all as provided in the Indenture.

                  If cash sufficient to pay the purchase price of all Notes or
portions thereof to be purchased as of the Repurchase Date is deposited with the
Trustee (or other paying agent appointed by the Company), on the Business Day
following the Repurchase Date, interest will cease to accrue on such Notes (or
portions thereof) immediately after such

                                     - 7 -


Repurchase Date, and the holder thereof shall have no other rights as such other
than the right to receive the purchase price upon surrender of such Note.

                  Subject to the occurrence of certain events and in compliance
with the provisions of the Indenture, the holder hereof has the right, at its
option, to convert each $1,000 principal amount of the Notes into 44.7193 shares
of the Company's Common Stock, subject to adjustment as provided in the
Indenture. A Note in respect of which a holder is exercising its right to
require redemption upon a Fundamental Change or repurchase on a Repurchase Date
may be converted only if such holder withdraws its election to exercise either
such right in accordance with the terms of the Indenture. The Conversion Rate
for the Notes on any Conversion Date shall be determined as set forth in the
Indenture. The Company shall deliver cash or a check in lieu of any fractional
share of Common Stock.

                  The Company shall deliver to the holder through the Conversion
Agent, no later than the third Business Day following the Conversion Date, a
certificate for the number of whole shares of Common Stock issuable upon the
conversion and, if applicable, cash in lieu of any fractional shares.

                  A holder may convert a portion of a Note if the principal
amount of such portion is $1,000 or an integral multiple of $1,000. No payment
or adjustment shall be made for dividends on the Common Stock except as provided
in the Indenture. On conversion of a Note, except for conversion during the
period from the close of business on any record date immediately preceding any
interest payment date to the close of business on the Business Day immediately
preceding such interest payment date, in which case the holder on such record
date shall receive the interest payable on such interest payment date, that
portion of accrued and unpaid interest on the converted Note attributable to the
period from the most recent interest payment date (or, if no interest payment
date has occurred, from the date of original issuance of the Notes) through the
Conversion Date shall not be cancelled, extinguished or forfeited, but rather
shall be deemed to be paid in full to the holder thereof through delivery of the
Common Stock (together with the cash payment, if any, in lieu of fractional
shares), or cash in lieu thereof, in exchange for the Note being converted
pursuant to the provisions hereof.

                  Notes or portions thereof surrendered for conversion during
the period from the close of business on any record date immediately preceding
any interest payment date to the close of business on the Business Day
immediately preceding such interest payment date shall be accompanied by payment
to the Company or its order, in immediately available funds or other funds
acceptable to the Company, of an amount equal to the interest payable on such
interest payment date with respect to the principal amount of Notes or portions
thereof being surrendered for conversion; provided that no such payment need be
made if (1) the Company has specified a Redemption Date that occurs during the
period from the close of business on a record date to the close of business on
the Business Day immediately preceding the interest payment date to which such
record date relates, (2) the Company has specified a Fundamental Change
Redemption Date during such period or (3) only to the extent of overdue
interest, any overdue interest exists on the Conversion Date with respect to the
Notes converted.

                                     - 8 -


                  No fractional shares will be issued upon conversion; in lieu
thereof, an amount will be paid in cash based upon the current market price of
the Common Stock as provided in Section 14.03 of the Indenture.

                  To convert a Note, a holder must (a) complete and manually
sign the conversion notice set forth below or a facsimile thereof and deliver
such notice to a Conversion Agent, (b) surrender the Note to the Conversion
Agent, (c) furnish appropriate endorsements and transfer documents (including
any certification that may be required under applicable law) if required by the
Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if
required pay funds equal to the interest payable on the next interest payment
date.

                  The Conversion Rate will be adjusted as set forth in Article
14 of the Indenture.

                  Any Notes called for redemption, unless surrendered for
conversion by the holders thereof on or before the close of business on the
Business Day preceding the redemption date, may be deemed to be redeemed from
the holders of such Notes for an amount equal to the applicable redemption
price, together with accrued but unpaid interest to, but excluding, the date
fixed for redemption, by one or more investment banks or other purchasers who
may agree with the Company (i) to purchase such Notes from the holders thereof
and convert them into shares of the Company's Common Stock and (ii) to make
payment for such Notes as aforesaid to the Trustee in trust for the holders.

                  Upon due presentment for registration of transfer of this Note
at the office or agency of the Company maintained for that purpose in accordance
with the terms of the Indenture, a new Note or Notes of authorized denominations
for an equal aggregate principal amount will be issued to the transferee in
exchange thereof, subject to the limitations provided in the Indenture, without
charge except for any tax, assessment or other governmental charge imposed in
connection therewith.

                  The Company, the Trustee, any authenticating agent, any paying
agent, any Conversion Agent and any Note registrar may deem and treat the
registered holder hereof as the absolute owner of this Note (whether or not this
Note shall be overdue and notwithstanding any notation of ownership or other
writing hereon made by anyone other than the Company or any Note registrar) for
the purpose of receiving payment hereof, or on account hereof, for the
conversion hereof and for all other purposes, and neither the Company nor the
Trustee nor any other authenticating agent nor any paying agent nor other
Conversion Agent nor any Note registrar shall be affected by any notice to the
contrary. All payments made to or upon the order of such registered holder
shall, to the extent of the sum or sums paid, satisfy and discharge liability
for monies payable on this Note.

                  No recourse for the payment of the principal of, or any
premium or interest on, this Note, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any supplemental indenture or in
any Note, or because of the creation of any

                                     - 9 -


indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, agent, officer or director or subsidiary, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

                  Terms used in this Note and defined in the Indenture are used
herein as therein defined.

                                     - 10 -


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription of
the face of this Note, shall be construed as though they were written out in
full according to applicable laws or regulations.


                                                    
TEN COM -  as tenants in common                        UNIF GIFT MIN ACT -___ Custodian ___
TEN ENT -  as tenant by the entireties                 (Cust)              (Minor)
JT TEN -   as joint tenants with right of              under Uniform Gifts to Minors Act
           survivorship and not as tenants in common   __________________________________
                                                                           (State)


                  Additional abbreviations may also be used though not in the
above list.

                                     - 11 -


                                CONVERSION NOTICE

TO:               AGCO CORPORATION
                  SUNTRUST BANK

                  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 a multiple thereof) below designated, into shares of Common
Stock of AGCO Corporation 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. Capitalized terms used herein but not defined shall have the
meanings ascribed to such terms in the Indenture. 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:  ______________________

                                                    ____________________________
                                                    Name of Holder or underlying
                                                    participant of Depository

                                                    ____________________________

                                                    ____________________________

                                                    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

                  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:

                                     - 12 -


_________________________________
(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:

_________________________________

                                     - 13 -

                            OPTION TO ELECT REPAYMENT
                             UPON A DESIGNATED EVENT

TO:               AGCO CORPORATION
                  SUNTRUST BANK

                  The undersigned registered owner of this Note hereby
irrevocably acknowledges receipt of a notice from AGCO Corporation (the
"COMPANY") as to the occurrence of a Fundamental Change with respect to the
Company and requests and instructs the Company to redeem the entire principal
amount of this Note, or the portion thereof (which is $1,000 or a multiple
thereof) below designated, in accordance with the terms of the Indenture
referred to in this Note at the price of 100% of such entire principal amount or
portion thereof, together with accrued interest to, but excluding, the
Fundamental Change Redemption Date, to the registered holder hereof. Capitalized
terms used herein but not defined shall have the meanings ascribed to such terms
in the Indenture.

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

                                     - 14 -


                                REPURCHASE NOTICE

TO:               AGCO CORPORATION
                  SUNTRUST BANK

The undersigned registered owner of this Note hereby irrevocably acknowledges
receipt of a notice from AGCO Corporation (the "COMPANY") regarding the right of
holders to elect to require the Company to repurchase the Notes and requests and
instructs the Company to repay the entire principal amount of this Note, or the
portion thereof (which is $1,000 or an integral multiple thereof) below
designated, in accordance with the terms of the Indenture at the price of 100%
of such entire principal amount or portion thereof, together with accrued
interest to, by excluding, the Repurchase Date, to the registered holder hereof.
Capitalized terms used herein but not defined shall have the meanings ascribed
to such terms in the Indenture. The Notes shall be repurchased by the Company as
of the Repurchase Date pursuant to the terms and conditions specified in the
Indenture.

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.

                                                    Note Certificate Number (if
                                                    applicable):

                                                    ____________________________

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

                                                    ____________________________

                                                    Social Security or Other
                                                    Taxpayer Identification
                                                    Number:

                                                    ____________________________

                                     - 15 -



                                   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 Company, 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 of 1933, as amended (or any successor provision) (other
than any transfer pursuant to a registration statement that has been declared
effective under the Securities Act of 1933, as amended), the undersigned
confirms that such Note is being transferred:

         -        To AGCO Corporation or a subsidiary thereof; or

         -        To a "qualified institutional buyer" in compliance with Rule
                  144A under the Securities Act of 1933, as amended; or

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

         -        Pursuant to a Registration Statement which has been declared
                  effective under the Securities Act of 1933, as amended, and
                  which continues to be effective at the time of transfer;

and unless the Note has been transferred to AGCO Corporation or a subsidiary
thereof, the undersigned confirms that such Note is not being transferred to an
"affiliate" of the Company as defined in Rule 144 under the Securities Act of
1933, as amended.

                  Unless one of the boxes is checked, the Trustee will refuse to
register any of the Notes evidenced by this certificate in the name of any
person other than the registered holder thereof.

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

                                     - 16 -


                                                    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

NOTICE: The signature on the Conversion Notice, the Option to Elect Redemption
Upon a Fundamental Change, the 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.

                                     - 17 -

                                                                     EXHIBIT 4.2

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

                                AGCO CORPORATION
                                   as Issuer,

                                       and

                                 SUNTRUST BANK,
                                   as Trustee

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

                                    INDENTURE

                                   Dated as of

                                December 23, 2003

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

              1-3/4% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2033

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



                                TABLE OF CONTENTS



                                                                                                                     Page
                                                                                                                     ----
                                                                                                                  

                                                        ARTICLE I
                                                       Definitions

Section 1.01. Definitions........................................................................................      1

                                                       ARTICLE II
                            Issue, Description, Execution, Registration and Exchange of Notes

Section 2.01. Designation, Amount and Issue of Notes.............................................................     12
Section 2.02. Form of Notes......................................................................................     13
Section 2.03. Date and Denomination of Notes; Payments of Interest...............................................     13
Section 2.04. Execution and Authentication of Notes..............................................................     15
Section 2.05. Exchange and Registration of Transfer of Notes; Restrictions on Transfer...........................     15
Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes.........................................................     21
Section 2.07. Temporary Notes....................................................................................     22
Section 2.08. Cancellation of Notes..............................................................................     22
Section 2.09. CUSIP Numbers......................................................................................     22

                                                       ARTICLE III
                                           Redemption and Repurchase of Notes

Section 3.01. Redemption of Notes at the Option of the Company...................................................     23
Section 3.02. Notice of Optional Redemption; Selection of Notes..................................................     23
Section 3.03. Payment of Notes Called for Redemption by the Company..............................................     25
Section 3.04. Conversion Arrangement on Call for Redemption......................................................     25
Section 3.05. Redemption at Option of Holders upon a Fundamental Change..........................................     26
Section 3.06. Repurchase of Notes by the Company at Option of the Holder.........................................     28
Section 3.07. Procedures for the Repurchase of Notes.............................................................     29
Section 3.08. Effect of Repurchase Notice........................................................................     30
Section 3.09. Deposit of Purchase Price..........................................................................     31
Section 3.10. Notes Repurchased in Part..........................................................................     31
Section 3.11. Repayment to the Company...........................................................................     31

                                                       ARTICLE IV
                                           Particular Covenants of the Company

Section 4.01. Payment of Principal, Premium and Interest.........................................................     31
Section 4.02. Maintenance of Office or Agency....................................................................     31
Section 4.03. Appointments to Fill Vacancies in Trustee's Office.................................................     32
Section 4.04. Provisions as to Paying Agent......................................................................     32
Section 4.05. Existence..........................................................................................     33
Section 4.06. Maintenance of Properties..........................................................................     33
Section 4.07. Payment of Taxes and Other Claims..................................................................     34


                                      - i -



                                                                                                                   
Section 4.08. Rule 144A Information Requirement..................................................................     34
Section 4.09. Stay, Extension and Usury Laws.....................................................................     34
Section 4.10. Compliance Certificate; Notice of Default..........................................................     35
Section 4.11. Liquidated Damages Notice..........................................................................     35

                                                        ARTICLE V
                              Noteholders' Lists and Reports by the Company and the Trustee

Section 5.01. Company to Furnish Trustee Names and Addresses of Noteholders......................................     35
Section 5.02. Preservation and Disclosure of Lists...............................................................     36
Section 5.03. Reports by Trustee.................................................................................     36
Section 5.04. Reports by Company.................................................................................     36

                                                       ARTICLE VI
                             Remedies of the Trustee and Noteholders on an Event of Default

Section 6.01. Events of Default; Acceleration....................................................................     37
Section 6.02. Payments of Notes on Default; Suit Therefor........................................................     39
Section 6.03. Application of Monies Collected by Trustee.........................................................     41
Section 6.04. Proceedings by Noteholder..........................................................................     41
Section 6.05. Proceedings by Trustee.............................................................................     42
Section 6.06. Remedies Cumulative and Continuing.................................................................     42
Section 6.07. Direction of Proceedings and Waiver of Defaults by Majority of Noteholders.........................     43
Section 6.08. Undertaking to Pay Costs...........................................................................     43

                                                       ARTICLE VII
                                                       The Trustee

Section 7.01. Certain Duties and Responsibilities................................................................     44
Section 7.02. Notice of Defaults.................................................................................     44
Section 7.03. Certain Rights of the Trustee......................................................................     44
Section 7.04. Not Responsible for Statements or Issuance of Notes................................................     46
Section 7.05. May Hold Notes.....................................................................................     46
Section 7.06. Monies to be Held in Trust.........................................................................     46
Section 7.07. Compensation and Reimbursement.....................................................................     46
Section 7.08. Disqualification; Conflicting Interests............................................................     47
Section 7.09. Corporate Trustee Required; Eligibility............................................................     47
Section 7.10. Resignation and Removal of Trustee; Appointment of Successor.......................................     47
Section 7.11. Acceptance of Appointment of Successor.............................................................     48
Section 7.12. Merger, Conversion, Consolidation or Succession to Business........................................     49
Section 7.13. Preferential Collection of Claims Against Company..................................................     49

                                                      ARTICLE VIII
                                                     The Noteholders

Section 8.01. Action by Noteholders..............................................................................     49
Section 8.02. Proof of Execution by Noteholders..................................................................     50
Section 8.03. Who Are Deemed Absolute Owners.....................................................................     50


                                     - ii -



                                                                                                                   
Section 8.04. Company-Owned Notes Disregarded....................................................................     50
Section 8.05. Revocation of Consents, Future Holders Bound.......................................................     50

                                                       ARTICLE IX
                                                 Meetings of Noteholders

Section 9.01. Purpose of Meetings................................................................................     51
Section 9.02. Call of Meetings by Trustee........................................................................     51
Section 9.03. Call of Meetings by Company or Noteholders.........................................................     52
Section 9.04. Qualifications for Voting..........................................................................     52
Section 9.05. Regulations........................................................................................     52
Section 9.06. Voting.............................................................................................     53
Section 9.07. No Delay of Rights by Meeting......................................................................     53

                                                        ARTICLE X
                                                 Supplemental Indentures

Section 10.01. Supplemental Indentures Without Consent of Noteholders............................................     53
Section 10.02. Supplemental Indenture with Consent of Noteholders................................................     54
Section 10.03. Effect of Supplemental Indenture..................................................................     55
Section 10.04. Notation on Notes.................................................................................     55
Section 10.05. Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee.......................     56

                                                       ARTICLE XI
                                               Merger, Consolidation, Etc.

Section 11.01. Mergers, Consolidations and Certain Transfers, Leases and Acquisitions of Assets..................     56
Section 11.02. Successor to Be Substituted.......................................................................     56
Section 11.03. Opinion of Counsel to Be Given Trustee............................................................     56

                                                       ARTICLE XII
                                         Satisfaction and Discharge of Indenture

Section 12.01. Discharge of Indenture............................................................................     57
Section 12.02. Deposited Monies to Be Held in Trust by Trustee...................................................     58
Section 12.03. Paying Agent to Repay Monies Held.................................................................     58
Section 12.04. Return of Unclaimed Monies........................................................................     58
Section 12.05. Reinstatement.....................................................................................     58

                                                      ARTICLE XIII
                             Immunity of Incorporators, Stockholders, Officers and Directors

Section 13.01. Indenture and Notes Solely Corporate Obligations..................................................     58

                                                       ARTICLE XIV
                                                   Conversion of Notes

Section 14.01. Right to Convert..................................................................................     59


                                     - iii -



                                                                                                                   
Section 14.02. Conversion Procedures.............................................................................     61
Section 14.03. Cash Payments in Lieu of Fractional Shares........................................................     63
Section 14.04. Conversion Rate...................................................................................     63
Section 14.05. Adjustment of Conversion Rate.....................................................................     63
Section 14.06. Effect of Reclassification, Consolidation, Merger or Sale.........................................     71
Section 14.07. Taxes on Shares Issued............................................................................     72
Section 14.08. Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing
                  of Common Stock................................................................................     72
Section 14.09. Responsibility of Trustee.........................................................................     73
Section 14.10. Notice to Holders Prior to Certain Actions........................................................     74
Section 14.11. Rights Issued in Respect of Common Stock Issued upon Conversion...................................     74

                                                       ARTICLE XV
                                                 Subordination of Notes

Section 15.01. Notes Subordinated to Senior Indebtedness.........................................................     75
Section 15.02. No Payment on Notes in Certain Circumstances......................................................     75
Section 15.03. Payment over Proceeds upon Dissolution Etc........................................................     76
Section 15.04. Subrogation.......................................................................................     78
Section 15.05. Obligations of Company Unconditional..............................................................     79
Section 15.06. Notice to Trustee.................................................................................     79
Section 15.07. Reliance on Judicial Order or Certificate of Liquidating Agent....................................     80
Section 15.08. Trustee's Relation to Senior Indebtedness.........................................................     80
Section 15.09. Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior
                  Indebtedness...................................................................................     80
Section 15.10. Holders Authorize Trustee to Effectuate Subordination of Notes....................................     81
Section 15.11. Not to Prevent Events of Default..................................................................     81
Section 15.12. Trustee's Compensation Not Prejudiced.............................................................     81
Section 15.13. No Waiver of Subordination Provisions.............................................................     81
Section 15.14. Payments May Be Paid Prior to Dissolution.........................................................     81
Section 15.15. Consent of Holders of Senior Indebtedness Under the Bank Credit Agreement.........................     82
Section 15.16. Trust Moneys Not Subordinated.....................................................................     82

                                                      ARTICLE XVI
                                                Miscellaneous Provisions

Section 16.01. Provisions Binding on Company's Successors........................................................     82
Section 16.02. Official Acts by Successor Corporation............................................................     82
Section 16.03. Addresses for Notices, Etc........................................................................     82
Section 16.04. Governing Law.....................................................................................     83
Section 16.05. Evidence of Compliance with Conditions Precedent, Certificates to Trustee.........................     83
Section 16.06. Legal Holidays....................................................................................     83
Section 16.07. Trust Indenture Act...............................................................................     83
Section 16.08. No Security Interest Created......................................................................     84
Section 16.09. Benefits of Indenture.............................................................................     84
Section 16.10. Table of Contents, Headings, Etc..................................................................     84
Section 16.11. Authenticating Agent..............................................................................     84
Section 16.12. Execution in Counterparts.........................................................................     85


                                     - iv -



                                                                                                                  
Section 16.13. Severability......................................................................................     85

Exhibit A         Form of Note..................................................................................     A-1


                                      - v -


                                    INDENTURE

                  INDENTURE dated as of December 23, 2003 between AGCO
Corporation, a Delaware corporation (hereinafter called the "COMPANY"), and
SunTrust Bank, a Georgia banking corporation, as trustee hereunder (hereinafter
called the "TRUSTEE").

                                   WITNESSETH:

                  WHEREAS, for its lawful corporate purposes, the Company has
duly authorized the issue of its 1-3/4% Convertible Senior Subordinated Notes
due 2033 (hereinafter called the "NOTES"), in an aggregate principal amount not
to exceed $201,250,000 on the date hereof, and, to provide the terms and
conditions upon which the Notes are to be authenticated, issued and delivered,
the Company has duly authorized the execution and delivery of this Indenture;

                  WHEREAS, the Notes, the certificate of authentication to be
borne by the Notes, a form of assignment, a form of option to elect redemption
upon a fundamental change, a form of purchase notice, and a form of conversion
notice to be borne by the Notes are to be substantially in the forms hereinafter
provided for;

                  WHEREAS, all acts and things necessary to duly authorize the
issuance of the Common Stock 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 and performed; and

                  WHEREAS, all acts and things necessary to make the Notes, when
executed by the Company and authenticated and delivered by the Trustee or a duly
authorized authenticating agent, as in this Indenture provided, the valid,
binding and legal obligations of the Company, and to constitute this Indenture a
valid agreement according to its terms, have been done and performed, and the
execution of this Indenture and the issue hereunder of the Notes have in all
respects been duly authorized.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  That in order to declare the terms and conditions upon which
the Notes are, and are to be, authenticated, issued and delivered, and in
consideration of the premises and of the purchase and acceptance of the Notes by
the holders thereof, the Company covenants and agrees with the Trustee for the
equal and proportionate benefit of the respective holders from time to time of
the Notes (except as otherwise provided below), as follows:

                                    ARTICLE I
                                   DEFINITIONS

                  Section 1.01. Definitions. The terms defined in this Section
1.01. (except as herein otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this Section
1.01. All other terms used in this Indenture that are defined in the Trust
Indenture Act or which are by reference therein defined in the Securities Act
(except as herein



otherwise expressly provided or unless the context otherwise requires) shall
have the meanings assigned to such terms in the Trust Indenture Act and in the
Securities Act as in force at the date of the execution of this Indenture. The
words "herein", "hereof", "hereunder" and words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
Subdivision. The terms defined in this Article include the plural as well as the
singular.

                  "ACCEPTED PURCHASED SHARES" has the meaning specified in
Section 14.05(e)(B).

                  "ADDITIONAL NOTES" has the meaning specified in Section 2.01.

                  "ADJUSTMENT EVENT" has the meaning specified in Section
14.05(j).

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

                  "AGENT MEMBERS" has the meaning specified in Section 2.05(b).

                  "AVERAGE MARKET PRICE" has the meaning specified in Section
14.05(f).

                  "BANK CREDIT AGREEMENT" means the credit agreement dated April
17, 2001, as amended, among AGCO, certain of its subsidiaries named therein, the
lenders named therein, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
"Rabobank, Nederland," New York Branch ("Rabobank"), SunTrust Bank and Credit
Suisse First Boston, as Co-Syndication Agents; Rabobank, Cobank, ACB and Bear
Stearns Corporate Lending, Inc., as Co-Documentation Agents; Cooperatieve
Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland," Canadian Branch,
as Canadian administrative agent, and Rabobank as administrative agent, together
with all agreements, instruments and documents executed or delivered pursuant
thereto or in connection therewith, in each case as such agreements, documents
or instruments may be amended, supplemented, extended, renewed, replaced or
otherwise modified from time to time, including, but not limited by, the credit
agreement and other documents executed in connection with the credit facility
contemplated by that certain commitment letter dated August 15, 2003 from
Rabobank to the Company.

                  "BOARD OF DIRECTORS" means the Board of Directors of the
Company or a committee of such Board of Directors duly authorized to act for it
hereunder.

                  "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.

                  "CAPITALIZED LEASE" means, as applied to any Person, any lease
of any property (whether real, personal or mixed) of which the discounted
present value of the rental obligations

                                     - 2 -


of such Person as lessee, in conformity with GAAP, is required to be capitalized
on the balance sheet of such Person; and "CAPITALIZED LEASE OBLIGATIONS" means
the discounted present value of the rental obligations under such lease.

                  "CLOSING SALE PRICE" means, as of any date, the closing sale
price per share of Common Stock (or, if no closing sale price is reported, the
average of the closing bid and ask prices or, if more than one in either case,
the average of the average closing bid and the average closing ask prices) on
such date as reported in composite transactions for the New York Stock Exchange
or such other principal United States securities exchange on which shares of
Common Stock may be traded or, if the shares of Common Stock are not listed on a
United States national or regional securities exchange, as reported by the
Nasdaq National Market System or by the National Quotation Bureau Incorporated.
In the absence of such quotations, the Company shall be entitled to determine
the Closing Sale Price on the basis of such quotations as it considers
appropriate. Closing Sale Price shall be determined without reference to
extended or after hours trading.

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

                  "COMMON STOCK" means any stock of any class of the Company
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 Company and which is not subject to redemption by the Company. Subject to
the provisions of Section 14.06, however, shares issuable on conversion of Notes
shall include only shares of the class designated as common stock of the Company
at the date of this Indenture, including any Rights attached thereto, (namely,
the Common Stock, par value $0.01) or shares of any class or classes resulting
from any reclassification or reclassifications thereof and which have no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which are not subject to redemption by the Company; provided that if at any
time there shall be more than one such resulting class, the shares of each such
class then so issuable on conversion shall be substantially in the proportion
which the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

                  "COMPANY" means the corporation named as the "Company" in the
first paragraph of this Indenture, and, subject to the provisions of Article 11
and Section 14.06, shall include its successors and assigns.

                  "COMPANY REPURCHASE NOTICE" has the meaning specified in
Section 3.07(c).

                  "COMPANY REPURCHASE NOTICE DATE" has the meaning specified in
Section 3.07(b).

                  "CONVERSION AGENT" means the Trustee or any other Person
appointed by the Company to accept Notes presented for conversion.

                                     - 3 -


                  "CONVERSION DATE" has the meaning specified in Section 14.02.

                  "CONVERSION NOTICE" has the meaning specified in Section
14.02.

                  "CONVERSION PRICE" as of any date will equal $1,000 divided by
the Conversion Rate as of such date.

                  "CONVERSION RATE" has the meaning specified in Section 14.04.

                  "CORPORATE TRUST OFFICE" means the designated office of the
Trustee, in the Borough of Manhattan, The City of New York, which office is at
the date hereof located at c/o Computershare Trust Company of New York, 88 Pine
Street, Wall Street Plaza, 19th Floor, New York, New York 10005.

                  "CURRENCY AGREEMENT" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect the Company or any of its Subsidiaries against fluctuations in currency
values to or under which the Company or any of its Subsidiaries is a party or a
beneficiary on the date hereof or there after.

                  "CUSTODIAN" means the Trustee, as custodian with respect to
the Notes in global form, or any successor entity thereto.

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

                  "DEFAULTED INTEREST" has the meaning specified in Section
2.03.

                  "DEPOSITARY" means the clearing agency registered under the
Exchange Act that is designated to act as the Depositary for the Global Notes.
The Depository Trust Company shall be the initial Depositary, 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.

                  "DESIGNATED SENIOR INDEBTEDNESS" means (i) Indebtedness and
all other monetary obligations (including expenses, fees and other monetary
obligations) under the Bank Credit Agreement and (ii) any other Indebtedness
constituting Senior Indebtedness that, at any date of determination, has an
aggregate principal amount of at least $25 million and is specifically
designated by the Company in the instrument creating or evidencing such Senior
Indebtedness as "Designated Senior Indebtedness."

                  "DETERMINATION DATE" has the meaning specified in Section
14.05(j).

                  "DISTRIBUTION" has the meaning specified in Section 14.05(d).

                  "EVENT OF DEFAULT" means any event specified in Section 6.01
as an Event of Default.

                                     - 4 -


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

                  "EX-DIVIDEND TIME" has the meaning specified in Section
14.01(b).

                  "EXPIRATION TIME" has the meaning specified in Section
14.05(e)(A).

                  "FAIR MARKET VALUE" has the meaning specified in Section
14.05(f).

                  "FUNDAMENTAL CHANGE" means the occurrence of any transaction
or event (whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, binding share exchange, combination, reclassification,
recapitalization or otherwise) in connection with which all or substantially all
of the Common Stock shall be exchanged for, converted into, acquired for or
constitute solely the right to receive, consideration which is not all or
substantially all common stock that is (or, upon consummation of or immediately
following such transaction or event, which will be) listed on a United States
national securities exchange or approved (or, upon consummation of or
immediately following such transaction or event, which will be approved) for
quotation on the Nasdaq National Market or any similar United States system of
automated dissemination of quotations of securities prices.

                  "FUNDAMENTAL CHANGE EXPIRATION TIME" has the meaning specified
in Section 3.05(b).

                  "FUNDAMENTAL CHANGE NOTICE" has the meaning specified in
Section 3.05(b).


                  "FUNDAMENTAL CHANGE REDEMPTION DATE" has the meaning specified
in Section 3.05(a).

                  "GAAP" means United States generally accepted accounting
principles.

                  "GLOBAL NOTE" has the meaning specified in Section 2.02.

                  "GUARANTEE" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness or other
obligation of any other Person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person:

                  (a)      to purchase or pay (or advance or supply funds for
         the purchase or payment of) such Indebtedness or other obligation of
         such other Person (whether arising by virtue of partnership
         arrangements, or by agreements to keep-well, to purchase assets, goods,
         securities or services, to take-or-pay, or to maintain financial
         statement conditions or otherwise); or

                  (b)      entered into for purposes of assuring in any other
         manner the obligee of such Indebtedness or other obligation of the
         payment thereof or to protect such obligee against loss in respect
         thereof (in whole or in part);

                                     - 5 -


provided that the term Guarantee shall not include endorsements for collection
or deposit in the ordinary course of business. The term Guarantee used as a verb
has a corresponding meaning.

                  "INCUR" means, with respect to any Indebtedness, to incur,
create, issue, assume, Guarantee or otherwise become liable for or with respect
to, or become responsible for, the payment of, contingently or otherwise, such
Indebtedness; provided that neither the accrual of interest nor the accretion of
original issue discount shall be considered an Incurrence of Indebtedness.

                  "INDEBTEDNESS" means, with respect to any Person at any date
of determination (without duplication):

                  (a)      all indebtedness of such Person for borrowed money;

                  (b)      all obligations of such Person evidenced by bonds,
         debentures, notes or other similar instruments (other than any
         non-negotiable notes issued to insurance carriers in lieu of
         maintenance of policy reserves in connection with workers' compensation
         and liability insurance programs);

                  (c)      all obligations of such Person in respect of letters
         of credit or other similar instruments (including reimbursement
         obligations with respect thereto, but excluding obligations with
         respect to letters of credit (including trade letters of credit)
         securing obligations (other than obligations described in clauses (i)
         or (ii) above or clauses (v), (vi) or (vii) below) entered into in the
         ordinary course of business of such Person to the extent such letters
         of credit are not drawn upon or, if drawn upon, to the extent such
         drawing is reimbursed no later than the third business day following
         receipt by such Person of a demand for reimbursement);

                  (d)      all obligations of such Person to pay the deferred
         and unpaid purchase price of property or services, which purchase price
         is due more than six months after the date of placing such property in
         service or taking delivery and title thereto or the completion of such
         services, except Trade Payables;

                  (e)      all obligations of such Person as lessee under
         Capitalized Leases;

                  (f)      all Indebtedness of other Persons secured by a Lien
         on any asset of such Person, whether or not such Indebtedness is
         assumed by such Person; provided that the amount of such Indebtedness
         shall be the lesser of (A) the Fair Market Value of such asset at such
         date of determination and (B) the amount of such Indebtedness;

                  (g)      all Indebtedness of other Persons Guaranteed by such
         Person to the extent such Indebtedness is Guaranteed by such Person;
         and

                  (h)      to the extent not otherwise included in this
         definition, obligations under Currency Agreements and Interest Rate
         Agreements.

         The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and, with respect to contingent

                                     - 6 -


obligations, the maximum liability upon the occurrence of the contingency giving
rise to the obligation, provided that Indebtedness shall not include (1) any
liability for federal, state, local or other taxes or (2) any obligations of
such Person pursuant to Receivables Programs to the extent such obligations are
nonrecourse to such Person and its Subsidiaries.

                  "INDENTURE" means this instrument as originally executed or,
if amended or supplemented as herein provided, as so amended or supplemented.

                  "INITIAL PURCHASERS" means Morgan Stanley & Co. Incorporated
and Rabo Securities USA, Inc.

                  "INTEREST" means, when used with reference to the Notes, any
interest payable under the terms of the Notes and Liquidated Damages, if any,
payable under the terms of the Registration Rights Agreement.

                  "INTEREST RATE AGREEMENT" means any interest rate protection
agreement, interest rate future agreement, interest rate option agreement,
interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate hedge agreement or other similar agreement or
arrangement designed to protect the Company or any of its Subsidiaries against
fluctuations in interest rates to or under which the Company of any of its
Subsidiaries is a party or beneficiary or becomes a party or a beneficiary
hereafter.

                  "LIEN" means any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including, without limitation, any
conditional sale or other title retention agreement or lease in the nature
thereof or any agreement to give any security interest to the extent that the
obligation to do so has arisen).

                  "LIQUIDATED DAMAGES" has the meaning specified for "Liquidated
Damages Amount" in the Registration Rights Agreement.

                  "LIQUIDATED DAMAGES NOTICE" has the meaning specified in
Section 4.12.

                  "NOTE" or "NOTES" has the meaning specified in the recitals
hereof, and includes both Original Notes and Additional Notes.

                  "NOTE REGISTER" has the meaning specified in Section 2.05(a).

                  "NOTE REGISTRAR" has the meaning specified in Section 2.05(a).

                  "NOTEHOLDER" or "HOLDER" 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.

                  "NONELECTING SHARE" has the meaning specified in Section
14.06.

                  "OFFER EXPIRATION TIME" has the meaning specified in Section
14.05(e)(B).

                                     - 7 -


                  "OFFICER" means any vice president, any assistant vice
president, any assistant secretary, any assistant treasurer, any trust officer
or assistant trust officer, the controller or any assistant controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject.

                  "OFFICERS' CERTIFICATE" of the Company means a certificate
signed by the Chairman of the Board of Directors, a Vice Chairman of the Board
of Directors, the Chief Executive Officer, the President or a Vice President or
the Chief Financial Officer, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Company, as the case may be, and
delivered to the Trustee. One of the officers signing an Officers' Certificate
given pursuant to Section 4.10 shall be the principal executive, financial or
accounting officer of the Company or the chief operating officer of the Company.
Unless the context otherwise requires, each reference herein to an "Officers'
Certificate" shall mean an Officers' Certificate of the Company. References
herein, or in any Note, to any officer of a Person that is a partnership shall
mean such officer of the partnership or, if none, of a general partner of the
partnership authorized thereby to act on its behalf.

                  "OPINION OF COUNSEL" means an opinion in writing signed by
legal counsel, who may be an employee of or counsel to the Company, or other
counsel reasonably acceptable to the Trustee.

                  "OPTIONAL REDEMPTION" has the meaning specified in Section
3.01.

                  "ORIGINAL NOTES" has the meaning specified in Section 2.01.

                  "OUTSTANDING", when used with reference to Notes and subject
to the provisions of Section 8.04, means, as of any particular time, all Notes
authenticated and delivered by the Trustee under this Indenture, except:

                  (a)      Notes theretofore canceled by the Trustee or
         delivered to the Trustee for cancellation;

                  (b)      Notes, or portions thereof, (i) for the redemption of
         which monies in the necessary amount shall have been deposited in trust
         with the Trustee or with any paying agent (other than the Company) or
         (ii) which shall have been otherwise discharged in accordance with
         Article 12;

                  (c)      Notes in lieu of which, or in substitution for which,
         other Notes shall have been authenticated and delivered pursuant to the
         terms of Section 2.06; and

                  (d)      Notes converted into Common Stock pursuant to Article
         14 and Notes deemed not outstanding pursuant to Article 3.

                  "PERSON" means any individual, partnership, joint venture,
firm, corporation, limited liability company, association, trust or other
enterprise or any government or political subdivision or any agency, department
or instrumentality thereof.

                                     - 8 -


                  "PORTAL MARKET" means the Private Offerings, Resales and
Trading through Automated Linkages system operated by the National Association
of Securities Dealers, Inc. or any successor thereto.

                  "PREDECESSOR NOTE" of any particular Note means every previous
Note evidencing all or a portion of the same debt as that evidenced by such
particular Note, and, for the purposes of this definition, any Note
authenticated and delivered under Section 2.06 in lieu of a lost, destroyed or
stolen Note shall be deemed to evidence the same debt as the lost, destroyed or
stolen Note that it replaces.

                  "PREMIUM" means any premium payable under the terms of the
Notes.

                  "PRINCIPAL CORPORATE TRUST OFFICE" means the designated office
of the Trustee at which its corporate trust business as it relates to this
Indenture shall be principally administered at any particular time, which office
at the date hereof is located at 25 Park Place, NE, 24th Floor, Atlanta, Georgia
30303.

                  "PURCHASED SHARES" has the meaning specified in Section
14.05(e)(A).

                  "RECEIVABLES PROGRAM" means, with respect to any Person, any
accounts receivable securitization or factoring program pursuant to which such
Person receives proceeds pursuant to a pledge, sale or other encumbrance of its
accounts receivable or payment intangibles.

                  "RECORD DATE" has the meaning specified in Section 2.03 with
respect to any interest payment date, and for any other purpose means the record
date established by the Company for a specified purpose.

                  "RECORD DATE" has the meaning specified in Section 14.05(f).

                  "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of December 23, 2003, between the Company and the Initial
Purchasers, as amended from time to time in accordance with its terms.

                  "REPURCHASE DATE" has the meaning specified in Section 3.06.

                  "REPURCHASE NOTICE" has the meaning specified in Section
3.06(a).

                  "RESTRICTED SECURITIES" has the meaning specified in Section
2.05(c).

                  "RIGHTS" has the meaning specified in Section 14.11.

                  "RIGHTS AGREEMENT" has the meaning specified in Section 14.11.

                  "RULE 144A" means Rule 144A as promulgated under the
Securities Act.

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

                                     - 9 -


                  "SENIOR INDEBTEDNESS" means the following obligations of the
Company, whether outstanding on the date of this Indenture or thereafter
Incurred:

                  (a)      all Indebtedness and all other monetary obligations
         (including, without limitation, expenses, fees, claims,
         indemnifications, reimbursements, liabilities and other monetary
         obligations and any obligation to deliver cash as collateral security
         for contingent reimbursement obligations in respect of outstanding
         letters of credit of the Company) under the Bank Credit Agreement, any
         Interest Rate Agreement or Currency Agreement and the Company's
         Guarantee of any Indebtedness or monetary obligation of any of its
         Subsidiaries under any Interest Rate Agreement or Currency Agreement;
         and

                  (b)      all other Indebtedness of the Company (other than the
         Notes and the Senior Subordinated Notes), including principal and
         interest on such Indebtedness, unless such Indebtedness, by its terms
         or by the terms of any agreement or instrument pursuant to which such
         Indebtedness is issued, is pari passu with, or subordinated in right of
         payment to, the Notes;

     provided that the term "Senior Indebtedness" shall not include:

                  (i)      any Indebtedness of the Company that, when Incurred,
         and without respect to any election under Section 1111(b) of the United
         States Bankruptcy Code, was without recourse to the Company;

                  (ii)     any Indebtedness of the Company that by its express
         terms is not senior to the Notes or is pari passu or junior to the
         Notes;

                  (iii)    any Indebtedness of the Company to any of its
         Subsidiaries or to a joint venture in which the Company has an
         interest;

                  (iv)     any Indebtedness of the Company not permitted by the
         indenture governing the Senior Subordinated Notes;

                  (v)      any repurchase, redemption or other obligation in
         respect of Redeemable Stock (as defined in the Indenture governing the
         Senior Subordinated Notes);

                  (vi)     any Indebtedness of the Company to any employee,
         officer or director of the Company or any of its Subsidiaries;

                  (vii)    any liability for federal, state, local or other
         taxes owed or owing by the Company;

                  (viii)   any Trade Payables of the Company; or

                  (ix)     the Senior Subordinated Notes.

                                     - 10 -


                  Senior Indebtedness will also include interest accruing
subsequent to events of bankruptcy of the Company and its Subsidiaries at the
rate provided for in the document governing such Senior Indebtedness, whether or
not such interest is an allowed claim enforceable against the debtor in a
bankruptcy case under federal bankruptcy law or similar laws relating to
insolvency. For purposes of clause (iv) of the immediately preceding proviso, a
good faith determination by the Chief Financial Officer of the Company,
evidenced by an officer's certificate, that any Indebtedness was permitted by
the Indenture governing the Senior Subordinated Notes shall be conclusive.

                  "SENIOR NOTES" means the 9-1/2% Senior Notes Due 2008 issued
pursuant to the Indenture, dated as of April 17, 2001, among the Company, the
Guarantors signatory thereto and SunTrust Bank, as trustee.

                  "SENIOR SUBORDINATED NOTES" means the 8-1/2% Senior
Subordinated Notes due 2006 issued pursuant to the Indenture, dated as of March
20, 1996, among the Company and SunTrust Bank, as trustee.

                  "SIGNIFICANT SUBSIDIARY" means any subsidiary of the Company
that meets the definition of "significant subsidiary" in Section 1-02(w) of
Regulation S-X.

                  "SPINOFF VALUATION PERIOD" has the meaning specified in
Section 14.05(d).

                  "SUBSIDIARY" of any Person means (i) any corporation more than
50% of whose stock of any class or classes having by the terms of such stock
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person and/or by one
or more Subsidiaries of such Person or by such Person and one or more
Subsidiaries of such Person and (ii) any partnership, association, limited
liability company, joint venture or other entity in which such Person and/or one
or more Subsidiaries of such Person or such Person and one or more Subsidiaries
of such Person has more than a 50% equity interest at the time.

                  "TRADE PAYABLES" means, with respect to any Person, any
accounts payable or any other indebtedness or monetary obligations to trade
creditors created, assumed or Guaranteed by such Person or any of its
Subsidiaries arising in the ordinary course of business in connection with the
acquisition of goods or services.

                  "TRADING DAY" means (x) if the applicable security is quoted
on the Nasdaq National Market, a day on which trades may be made thereon or (y)
if the applicable security is listed or admitted for trading on the New York
Stock Exchange or such other national securities exchange, a day on which the
New York Stock Exchange or another national securities exchange is open for
business or (z) if the applicable security is not so listed, admitted for
trading or quoted, any day other than a Saturday or Sunday or a day on which
banking institutions in the State of New York are authorized or obligated by law
or executive order to close.

                  "TRADING PRICE" means, on any date, the average of the
secondary market bid quotations for the Notes obtained by the Trustee for
$10,000,000 principal amount of Notes at approximately 3:30 p.m., New York City
time, on such date from three independent nationally

                                     - 11 -

recognized securities dealers selected by the Company; provided that if at least
three such bids cannot reasonably be obtained by the Trustee, but two bids are
obtained, then the average of the two bids shall be used, and if only one such
bid can reasonably be obtained by the Trustee, one bid shall be used; and
provided further that if the Trustee cannot reasonably obtain at least one bid
for $10,000,000 principal amount of Notes from a nationally recognized
securities dealer, then the Trading Price per $1,000 principal amount of Notes
shall be deemed to be less than 98% of the product of the Closing Sale Price and
the Conversion Rate.


                  "TRIGGER EVENT" has the meaning specified in Section 14.05(d).

                  "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939,
as amended, as it was in force at the date of this Indenture; provided that if
the Trust Indenture Act of 1939 is amended after the date hereof, the term
"Trust Indenture Act" shall mean, to the extent required by such amendment, the
Trust Indenture Act of 1939 as so amended.

                  "TRUSTEE" means SunTrust Bank, a Georgia banking corporation,
and its successors and any corporation resulting from or surviving any
consolidation or merger to which it or its successors may be a party and any
successor trustee at the time serving as successor trustee hereunder.

                                   ARTICLE II
        ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

                  Section 2.01. Designation, Amount and Issue of Notes. The
Notes shall be designated as "1-3/4% Convertible Senior Subordinated Notes Due
2033". The payment of obligations of the Company under the Notes shall be
subordinated to the Company's Senior Indebtedness, including the obligation of
the Company under the Senior Notes and the Bank Credit Agreement and shall rank
pari passu with the obligations of the Company under the Senior Subordinated
Notes. The aggregate principal amount of Notes that may be authenticated and
delivered under this Indenture is unlimited. Notes not to exceed the aggregate
principal amount of $201,250,000 upon the execution of this Indenture may be
executed by the Company and delivered to the Trustee for authentication, and the
Trustee shall thereupon authenticate and deliver said Notes to or upon the
written order of the Company, signed by its Chairman of the Board of Directors,
Vice Chairman of the Board of Directors, Chief Executive Officer, President,
Chief Financial Officer or any Vice President, without any further action by the
Company hereunder. In addition, subject to the provisions of Section 16.05, an
unlimited aggregate principal amount of additional Notes (the "ADDITIONAL
NOTES") may be executed after the date of this Indenture by the Company and
delivered to the Trustee for authentication, and the Trustee shall, upon receipt
of an Officers' Certificate specifying the amount of Notes to be authenticated
and the date on which such Notes are to be authenticated and certifying that all
conditions precedent to the issuance of the Additional Notes contained herein
have been complied with and that no default or Event of Default would occur as a
result of the issuance of such Additional Notes, authenticate and deliver said
Additional Notes to or upon the written order of the Company, signed as set
forth in the preceding sentence; provided that Additional Notes may be issued
under this Indenture only if such Additional Notes and the Original Notes
constitute one series for United States Federal income tax purposes. The
Original Notes and the Additional

                                     - 12 -


Notes, if any, shall constitute one series for all purposes under this
Indenture, including, without limitation, amendments, waivers and redemptions.

                  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. 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
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.

                  Any of the Notes may have such letters, numbers or other marks
of identification and such notations, legends, endorsements or changes 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 by the Custodian, 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 as may be required to comply with any applicable 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, or to indicate any special limitations or
restrictions to which any particular Notes are subject.

                  So long as the Notes are eligible for book-entry settlement
with the Depositary, or unless otherwise required by law, or otherwise
contemplated by Section 2.05(b), all of the Notes 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"). 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 applicable procedures of
the Depositary. Except as provided in Section 2.05(b), 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 and will not be considered holders of such
Global Note.

                  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 redemptions, repurchases,
conversions, 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 or the
Custodian, at the direction of the Trustee, in such manner and upon written
instructions given by the holder of such Notes in accordance with this
Indenture. Payment of principal of and interest and premium, if any, on any
Global Note shall be made to the holder of such Global Note.

                  Section 2.03. Date and Denomination of Notes; Payments of
Interest. Subject to Section 2.02, the Notes shall be issuable in registered
form without coupons in denominations of $1,000 principal amount and multiples
thereof. Each Note shall be dated the date of its authentication and shall bear
interest from the date specified on the face of the form of Note

                                     - 13 -


attached as Exhibit A hereto. Interest on the Notes shall be computed on the
basis of a 360-day year comprised of twelve 30-day months.

                  The Person in whose name any Note (or its Predecessor Note) is
registered on the Note register at the close of business on any record date with
respect to any interest payment date shall be entitled to receive the interest
payable on such interest payment date, except that the interest payable upon
redemption or repurchase will be payable to the Person to whom principal is
payable pursuant to such redemption or repurchase (unless the redemption date or
the Repurchase Date, as the case may be, is an interest payment date, in which
case the semi-annual payment of interest becoming due on such date shall be
payable to the holders of such Notes registered as such on the applicable record
date). Interest shall be payable at the office of the Company maintained by the
Company for such purposes in the Borough of Manhattan, The City of New York,
which shall initially be the Corporate Trust Office of the Trustee and may, as
the Company shall specify to the paying agent in writing by each record date, be
paid either (i) by check mailed to the address of the Person entitled thereto as
it appears in the Note register (provided that any holder of Notes with an
aggregate principal amount in excess of $2,000,000 shall, at the written
election of such holder (such election to be made prior to the relevant record
date and to contain appropriate wire transfer information), be paid by wire
transfer in immediately available funds) or (ii) by transfer to an account
maintained by such Person located in the United States; provided that payments
to the Depositary will be made by wire transfer of immediately available funds
to the account of the Depositary or its nominee. The term "RECORD DATE" with
respect to any interest payment date shall mean the June 15 or December 15
preceding the applicable June 30 or December 31 interest payment date,
respectively.

                  Any interest on any Note which is payable, but is not
punctually paid or duly provided for, on any June 30 or December 31 (herein
called "DEFAULTED INTEREST") shall forthwith cease to be payable to the
Noteholder on the relevant record date by virtue of his having been such
Noteholder, and such Defaulted Interest shall be paid by the Company, at its
election in each case, as provided in clause (1) or (2) below:

                  (1)      The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Notes (or their
         respective Predecessor Notes) are registered at the close of business
         on a special record date for the payment of such Defaulted Interest,
         which shall be fixed in the following manner. The Company shall provide
         an Officers' Certificate to the Trustee specifying the amount of
         Defaulted Interest proposed to be paid on each Note and the date of the
         proposed payment (which shall be not less than twenty-five (25) days
         after the receipt by the Trustee of such notice, unless the Trustee
         shall consent to an earlier date), and at the same time the Company
         shall deposit with the Trustee an amount of money equal to the
         aggregate amount to be paid in respect of such Defaulted Interest or
         shall make arrangements satisfactory to the Trustee for such deposit on
         or prior to the date of the proposed payment, such money when deposited
         to be held in trust for the benefit of the Persons entitled to such
         Defaulted Interest as in this clause provided. Thereupon the Trustee
         shall fix a special record date for the payment of such Defaulted
         Interest which shall be not more than fifteen (15) days and not less
         than ten (10) days prior to the date of the proposed payment, and not
         less than ten (10) days after the receipt by the Trustee of the notice
         of the proposed payment. The Trustee shall promptly notify the Company
         of such special record date and, in the name and at the

                                     - 14 -


         expense of the Company, shall cause notice of the proposed payment of
         such Defaulted Interest and the special record date therefor to be
         mailed, first-class postage prepaid, to each holder at his address as
         it appears in the Note register, not less than ten (10) days prior to
         such special record date. Notice of the proposed payment of such
         Defaulted Interest and the special record date therefor having been so
         mailed, such Defaulted Interest shall be paid to the Persons in whose
         names the Notes (or their respective Predecessor Notes) are registered
         at the close of business on such special record date and shall no
         longer be payable pursuant to the following clause (2) of this Section
         2.03.

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

                  Section 2.04. Execution and Authentication of Notes. The Notes
shall be signed in the name and on behalf of the Company by the manual or
facsimile signature of its Chairman of the Board of Directors, Vice Chairman of
the Board of Directors, Chief Executive Officer, President, Chief Financial
Officer or any Vice President . The signature of any of these officers on the
Notes may be manual or facsimile. Only such Notes as shall bear thereon a
certificate of authentication substantially in the form set forth on the form of
Note attached as Exhibit A hereto, manually executed by the Trustee (or an
authenticating agent appointed by the Trustee as provided by Section 16.11),
shall be entitled to the benefits of this Indenture or be valid or obligatory
for any purpose. Such certificate by the Trustee (or such an authenticating
agent) upon any Note executed by the Company shall be conclusive evidence that
the Note so authenticated has been duly authenticated and delivered hereunder
and that the holder is entitled to the benefits of this Indenture.

                  In case any officer of the Company who shall have signed any
of the Notes shall cease to be such officer before the Notes so signed shall
have been authenticated and delivered by the Trustee, or disposed of by the
Company, such Notes nevertheless may be authenticated and delivered or disposed
of as though the person who signed such Notes had not ceased to be such officer
of the Company, and any Note may be signed on behalf of the Company by such
persons as, at the actual date of the execution of such Note, shall be the
proper officers of the Company, although at the date of the execution of this
Indenture any such person was not such an officer.

                  Section 2.05. Exchange and Registration of Transfer of Notes;
Restrictions on Transfer.

                  (a)      The Company shall cause to be kept at the Corporate
Trust Office a register (the register maintained in such office and in any other
office or agency of the Company designated pursuant to Section 4.02 being herein
sometimes collectively referred to as the "NOTE REGISTER") in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Notes and of transfers of Notes. The Note register shall be
in

                                     - 15 -


written form or in any form capable of being converted into written form within
a reasonably prompt period of time. The Trustee is hereby appointed "NOTE
REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein
provided. The Company may appoint one or more co-registrars in accordance with
Section 4.02.

                  Upon surrender for registration of transfer of any Note to the
Note registrar or any co-registrar, and satisfaction of the requirements for
such transfer set forth in this Section 2.05, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Notes of any authorized denominations and of a
like aggregate principal amount and bearing such restrictive legends as may be
required by this Indenture.

                  Notes may be exchanged for other Notes of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Notes to be exchanged at any such office or agency maintained by the Company
pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Notes which the Noteholder making the exchange is entitled to receive bearing
registration numbers not contemporaneously outstanding.

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

                  All Notes presented or surrendered for registration of
transfer or for exchange, redemption, repurchase or conversion shall (if so
required by the Company or the Note registrar) be duly endorsed, or be
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Note registrar, as the case may be, and the
Notes shall be duly executed by the Noteholder thereof or his attorney duly
authorized in writing.

                  No service charge shall be made to any holder for any
registration of transfer or exchange of Notes, but either the Company, the
Trustee or both may require payment by the holder of a sum sufficient to cover
any tax, assessment or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes.

                  Neither the Company nor the Trustee nor any Note registrar
shall be required to exchange or register a transfer of (a) any Notes for a
period of fifteen (15) days next preceding any selection of Notes to be
redeemed, (b) any Notes or portions thereof called for redemption pursuant to
Section 3.02, (c) any Notes or portions thereof surrendered for conversion
pursuant to Article 14, (d) any Notes or portions thereof tendered for
redemption (and not withdrawn) pursuant to Section 3.05 or (e) any Notes or
portions thereof tendered for repurchase (and not withdrawn) pursuant to Section
3.06.

                  (b)      The following provisions shall apply only to Global
Notes:

                           (i)      Each Global Note authenticated under this
         Indenture shall be registered in the name of the Depositary or a
         nominee thereof and delivered to such Depositary or a nominee thereof
         or Custodian therefor, and each such Global Note shall constitute a
         single Note for all purposes of this Indenture.

                                     - 16 -


                           (ii)     Notwithstanding any other provision in this
         Indenture, no Global Note may be exchanged in whole or in part for
         Notes registered, and no transfer of a Global Note in whole or in part
         may be registered, in the name of any Person other than the Depositary
         or a nominee thereof unless (A) the Depositary (i) has notified the
         Company that it is unwilling or unable to continue as Depositary for
         such Global Note or (ii) has ceased to be a clearing agency registered
         under the Exchange Act and a successor Depositary is not appointed by
         the Company within 90 days, (B) an Event of Default has occurred and is
         continuing and the maturity of the Notes shall have been accelerated in
         accordance with the terms of the Notes and any holder shall have
         requested in writing the issuance of definitive certificated
         securities, or (C) the Company, in its sole discretion, notifies the
         Trustee in writing that it no longer wishes to have all the Notes
         represented by Global Notes. Any Global Note exchanged pursuant to
         clause (A) or (B) above shall be so exchanged in whole and not in part
         and any Global Note exchanged pursuant to clause (C) above may be
         exchanged in whole or from time to time in part as directed by the
         Company. Any Note issued in exchange for a Global Note or any portion
         thereof shall be a Global Note; provided that any such Note so issued
         that is registered in the name of a Person other than the Depositary or
         a nominee thereof shall not be a Global Note.

                           (iii)    Notes issued in exchange for a Global Note
         or any portion thereof pursuant to clause (ii) above and which is not a
         Global Note shall be issued in definitive, fully registered form,
         without interest coupons, shall have an aggregate principal amount
         equal to that of such Global Note or portion thereof to be so
         exchanged, shall be registered in such names and be in such authorized
         denominations as the Depositary shall designate and shall bear any
         legends required hereunder. Any Global Note to be exchanged in whole
         shall be surrendered by the Depositary to the Trustee, as Note
         registrar. With regard to any Global Note to be exchanged in part,
         either such Global Note shall be so surrendered for exchange or, if the
         Trustee is acting as Custodian for the Depositary or its nominee with
         respect to such Global Note, the principal amount thereof shall be
         reduced, by an amount equal to the portion thereof to be so exchanged,
         by means of an appropriate adjustment made on the records of the
         Trustee. Upon any such surrender or adjustment, the Trustee shall
         authenticate and make available for delivery the Note issuable on such
         exchange to or upon the written order of the Depositary or an
         authorized representative thereof.

                           (iv)     In the event of the occurrence of any of the
         events specified in clause (ii) above, the Company will promptly make
         available to the Trustee a reasonable supply of certificated Notes in
         definitive, fully registered form, without interest coupons.

                           (v)      Neither any members of, or participants in,
         the Depositary ("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, and the Depositary or such nominee, as the case
         may be, may be treated by the Company, the Trustee and any agent of the
         Company or the Trustee as the absolute owner and holder of such Global
         Note for all purposes whatsoever. Notwithstanding the foregoing,
         nothing herein shall prevent the Company, the Trustee or any agent of
         the Company or the Trustee from giving effect to any written

                                     - 17 -


         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.

                           (vi)     At such time as all interests in a Global
         Note have been redeemed, repurchased, converted, canceled or exchanged
         for Notes in certificated form, 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
         Custodian. At any time prior to such cancellation, if any interest in a
         Global Note is redeemed, repurchased, converted, canceled or exchanged
         for Notes in certificated form, the principal amount of such Global
         Note shall, in accordance with the standing procedures and instructions
         existing between the Depositary and the Custodian, be appropriately
         reduced, and an endorsement shall be made on such Global Note, by the
         Trustee or the Custodian, at the direction of the Trustee, to reflect
         such reduction.

                  (c)      Every Note that bears or is required under this
Section 2.05(c) to bear the legend set forth in this Section 2.05(c) (together
with any Common Stock issued upon conversion of the Notes and required to bear
the legend set forth in Section 2.05(d), collectively, the "RESTRICTED
SECURITIES") shall be subject to the restrictions on transfer set forth in this
Section 2.05(c) (including those set forth in the legend below) unless such
restrictions on transfer shall be waived by written consent of the Company, 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
Sections 2.05(c) and 2.05(d), the term "TRANSFER" encompasses any sale, pledge,
loan, transfer, assignment, conveyance or other disposition whatsoever of any
Restricted Security or any interest therein.

                  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 2.05(d), 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 pursuant to Rule 144 under the Securities Act or any
similar provision then in force, or unless otherwise agreed by the Company in
writing, with written notice thereof to the Trustee:

                  THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE
                  UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
                  "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND,
                  ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN
                  THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER
                  (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER"
                  (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT); (2) AGREES
                  THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING PERIOD
                  APPLICABLE TO SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE
                  144(k) UNDER THE

                                     - 18 -


                  SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR
                  OTHERWISE TRANSFER THIS NOTE OR THE COMMON STOCK ISSUABLE UPON
                  CONVERSION OF THIS NOTE EXCEPT (A) TO AGCO CORPORATION OR ANY
                  SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN
                  COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
                  PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
                  144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (D) PURSUANT TO
                  A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
                  UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE
                  AT THE TIME OF SUCH TRANSFER); (3) PRIOR TO SUCH TRANSFER
                  (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) ABOVE), IT
                  WILL FURNISH TO SUNTRUST BANK, AS TRUSTEE (OR A SUCCESSOR
                  TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS
                  OR OTHER INFORMATION AS THE TRUSTEE MAY REASONABLY REQUIRE TO
                  CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
                  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
                  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (4)
                  AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE
                  IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
                  LEGEND. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE
                  TRANSFER OF THIS NOTE PURSUANT TO CLAUSE (2)(D) ABOVE OR UPON
                  ANY TRANSFER OF THIS NOTE UNDER RULE 144(k) UNDER THE
                  SECURITIES ACT (OR ANY SUCCESSOR PROVISION). THE INDENTURE
                  CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
                  REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
                  FOREGOING RESTRICTION.

                  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 2.05, 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 2.05(c). If the Restricted Security surrendered for exchange is
represented by a Global Note bearing the legend set forth in this Section
2.05(c), the principal amount of the legended Global Note shall be reduced by
the appropriate principal amount and the principal amount of a Global Note
without the legend set forth in this Section 2.05(c) shall be increased by an
equal principal amount. If a Global Note without the legend set forth in this
Section 2.05(c) is not then outstanding, the Company shall execute and the
Trustee shall authenticate and deliver an unlegended Global Note to the
Depositary.

                  (d)      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

                                     - 19 -


continues to be effective at the time of such transfer) or pursuant to Rule 144
under the Securities Act or any similar provision then in force, 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 Company in writing with
written notice thereof to the transfer agent:

                  THE COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN REGISTERED
                  UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
                  (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND,
                  ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN
                  THE FOLLOWING SENTENCE. THE HOLDER HEREOF AGREES THAT, UNTIL
                  THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF
                  THE COMMON STOCK EVIDENCED HEREBY, UNDER RULE 144(k) UNDER THE
                  SECURITIES ACT (OR ANY SUCCESSOR PROVISION), (1) IT WILL NOT
                  RESELL OR OTHERWISE TRANSFER THE COMMON STOCK EVIDENCED HEREBY
                  EXCEPT (A) TO AGCO CORPORATION OR TO ANY SUBSIDIARY THEREOF,
                  (B) TO A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
                  144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A,
                  (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY
                  RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (D)
                  PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
                  EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
                  EFFECTIVE AT THE TIME OF SUCH TRANSFER); (2) PRIOR TO SUCH
                  TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (1)(D)
                  ABOVE), IT WILL FURNISH TO SUNTRUST BANK, AS TRANSFER AGENT
                  (OR A SUCCESSOR TRANSFER AGENT, AS APPLICABLE), SUCH
                  CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS SUCH
                  TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
                  TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
                  TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
                  THE SECURITIES ACT; AND (3) IT WILL DELIVER TO EACH PERSON TO
                  WHOM THE COMMON STOCK EVIDENCED HEREBY IS TRANSFERRED (OTHER
                  THAN A TRANSFER PURSUANT TO CLAUSE (1)(D) ABOVE) A NOTICE
                  SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL
                  BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE COMMON
                  STOCK EVIDENCED HEREBY PURSUANT TO CLAUSE (1)(D) ABOVE OR UPON
                  ANY TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY AFTER THE
                  EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE
                  SECURITY EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE
                  SECURITIES ACT (OR ANY SUCCESSOR PROVISION).

                  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

                                     - 20 -


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 2.05(d).

                  (e)      Any Note or Common Stock issued upon the conversion
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 Company or any Affiliate thereof may
not be resold by the Company 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 under the Securities Act).

                  Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes. In
case any Note shall become mutilated or be destroyed, lost or stolen, the
Company in its discretion may execute, and upon its written request the Trustee
or an authenticating agent appointed by the Trustee shall authenticate and make
available for delivery, a new Note, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Note, or in lieu of
and in substitution for the Note so destroyed, lost or stolen. In every case,
the applicant for a substituted Note shall furnish to the Company, to the
Trustee and, if applicable, to such authenticating agent such security or
indemnity as may be required by them to save each of them harmless for any loss,
liability, cost or expense caused by or connected with such substitution, and,
in every case of destruction, loss or theft, the applicant shall also furnish to
the Company, to the Trustee and, if applicable, to such authenticating agent
evidence to their satisfaction of the destruction, loss or theft of such Note
and of the ownership thereof.

                  Following receipt by the Trustee or such authenticating agent,
as the case may be, of satisfactory security or indemnity and evidence, as
described in the preceding paragraph, the Trustee or such authenticating agent
may authenticate any such substituted Note and make available for delivery such
Note. Upon the issuance of any substituted Note, either the Company, the Trustee
or both may require the payment by the holder of a sum sufficient to cover any
tax, assessment or other governmental charge that may be imposed in relation
thereto and any other expenses connected therewith. In case any Note which has
matured or is about to mature or has been called for redemption or has been
tendered for redemption upon a Fundamental Change (and not withdrawn) or has
been surrendered for repurchase on a Repurchase Date (and not withdrawn) or is
to be converted into Common Stock shall become mutilated or be destroyed, lost
or stolen, the Company may, instead of issuing a substitute Note, pay or
authorize the payment of or convert or authorize the conversion of the same
(without surrender thereof except in the case of a mutilated Note), as the case
may be, if the applicant for such payment or conversion shall furnish to the
Company, to the Trustee and, if applicable, to such authenticating agent such
security or indemnity as may be required by them to save each of them harmless
for any loss, liability, cost or expense caused by or in connection with such
substitution, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company, the Trustee and, if applicable, any paying
agent or Conversion Agent evidence to their satisfaction of the destruction,
loss or theft of such Note and of the ownership thereof.

                                     - 21 -


                  Every substitute Note issued pursuant to the provisions of
this Section 2.06 by virtue of the fact that any Note is destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Note shall be found at any time,
and shall be entitled to all the benefits of (but shall be subject to all the
limitations set forth in) this Indenture equally and proportionately with any
and all other Notes duly issued hereunder. To the extent permitted by law, all
Notes shall be held and owned upon the express condition that the foregoing
provisions are exclusive with respect to the replacement or payment or
conversion or redemption or repurchase of mutilated, destroyed, lost or stolen
Notes and shall preclude any and all other rights or remedies notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to
the replacement or payment or conversion or redemption or repurchase of
negotiable instruments or other securities without their surrender.

                  Section 2.07. Temporary Notes. Pending the preparation of
Notes in certificated form, the Company may execute and the Trustee or an
authenticating agent appointed by the Trustee shall, upon the written request of
the Company, authenticate and deliver temporary Notes (printed or lithographed).
Temporary Notes shall be issuable in any authorized denomination, and
substantially in the form of the Notes in certificated form, but with such
omissions, insertions and variations as may be appropriate for temporary Notes,
all as may be determined by the Company. Every such temporary Note shall be
executed by the Company and authenticated by the Trustee or such authenticating
agent upon the same conditions and in substantially the same manner, and with
the same effect, as the Notes in certificated form. Without unreasonable delay,
the Company will execute and deliver to the Trustee or such authenticating agent
Notes in certificated form and thereupon any or all temporary Notes may be
surrendered in exchange therefor, at each office or agency maintained by the
Company pursuant to Section 4.02 and the Trustee or such authenticating agent
shall authenticate and make available for delivery in exchange for such
temporary Notes an equal aggregate principal amount of Notes in certificated
form. Such exchange shall be made by the Company at its own expense and without
any charge therefor. Until so exchanged, the temporary Notes shall in all
respects be entitled to the same benefits and subject to the same limitations
under this Indenture as Notes in certificated form authenticated and delivered
hereunder.

                  Section 2.08. Cancellation of Notes. If the Company shall
acquire any of the Notes, such acquisition shall not operate as a redemption,
repurchase or satisfaction of the indebtedness represented by such Notes unless
and until the same are delivered to the Trustee for cancellation. All Notes
surrendered for the purpose of payment, redemption, repurchase, conversion,
exchange or registration of transfer shall, if surrendered to the Company or any
paying agent or any Note registrar or any Conversion Agent, be surrendered to
the Trustee and promptly canceled by it, or, if surrendered to the Trustee,
shall be promptly canceled by it, and no Notes shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. The
Trustee shall dispose of such canceled Notes in accordance with its customary
procedures. Any Notes surrendered by the Company to the Trustee for cancellation
shall be accompanied by an Officers' Certificate requesting the Trustee to
effect such cancellation.

                  Section 2.09. CUSIP Numbers. The Company in issuing the Notes
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers

                                     - 22 -


in notices of redemption as a convenience to Noteholders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Notes or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption shall not be affected by
any defect in or omission of such numbers. The Company will promptly notify the
Trustee in writing of any change in the "CUSIP" numbers.

                                  ARTICLE III
                       REDEMPTION AND REPURCHASE OF NOTES

                  Section 3.01. Redemption of Notes at the Option of the
Company. Except as otherwise provided in Section 3.05, the Company may not
redeem any Notes prior to January 1, 2011. At any time on or after January 1,
2011, the Notes may be redeemed at the option of the Company (an "OPTIONAL
REDEMPTION"), in whole or in part, in cash, upon notice as set forth in Section
3.02, at 100% of the principal amount, together with accrued and unpaid
interest, if any, to, but excluding the date fixed for redemption.

                  Section 3.02. Notice of Optional Redemption; Selection of
Notes. In case the Company shall desire to exercise the right to redeem all or,
as the case may be, any part of the Notes pursuant to Section 3.01, it shall fix
a date for redemption and it or, at its written request received by the Trustee
not fewer than forty-five (45) days prior (or such shorter period of time as may
be acceptable to the Trustee) to the date fixed for redemption, the Trustee in
the name of and at the expense of the Company, shall mail or cause to be mailed
a notice of such redemption not fewer than thirty (30) nor more than sixty (60)
days prior to the redemption date to each holder of Notes so to be redeemed as a
whole or in part at its last address as the same appears on the Note register;
provided that if the Company shall give such notice, it shall give substantially
concurrent written notice of the redemption date to the Trustee. Such mailing
shall be by first class mail. The notice, if mailed in the manner herein
provided, shall be conclusively presumed to have been duly given, whether or not
the holder receives such notice. In any case, failure to give such notice by
mail or any defect in the notice to the holder of any Note designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Note. Concurrently with the mailing
of any such notice of redemption, the Company shall issue a press release
announcing such redemption, the form and content of which press release shall be
determined by the Company in its sole discretion. The failure to issue any such
press release or any defect therein shall not affect the validity of the
redemption notice or any of the proceedings for the redemption of any Note
called for redemption.

                  Each such notice of redemption shall specify the aggregate
principal amount of Notes to be redeemed, the CUSIP number or numbers of the
Notes being redeemed, the date fixed for redemption (which shall be a Business
Day), the redemption price at which Notes are to be redeemed, the place or
places of payment, that payment will be made upon presentation and surrender of
such Notes, that interest accrued to the date fixed for redemption will be paid
as specified in said notice, and that on and after said date interest thereon or
on the portion thereof to be redeemed will cease to accrue. Such notice shall
also state the current Conversion Rate and the date on which the right to
convert such Notes or portions thereof into Common Stock will expire. Notes of
portions of Notes that are converted into Common Stock in accordance with the

                                     - 23 -


terms of this Indenture after the delivery of a notice of redemption set forth
above shall not be subject to redemption. If fewer than all the Notes are to be
redeemed, the notice of redemption shall identify the Notes to be redeemed
(including CUSIP numbers, if any). In case any Note is to be redeemed in part
only, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that, on and after the redemption date,
upon surrender of such Note, a new Note or Notes in principal amount equal to
the unredeemed portion thereof will be issued.

                  On or prior to the redemption date specified in the notice of
redemption given as provided in this Section 3.02, the Company will deposit with
the Trustee or with one or more paying agents (or, if the Company is acting as
the paying agent, set aside, segregate and hold in trust as provided in Section
4.04) an amount of money in immediately available funds sufficient to redeem on
the redemption date all the Notes (or portions thereof) so called for redemption
(other than those theretofore surrendered for conversion into Common Stock) at
the appropriate redemption price, together with accrued interest to, but
excluding, the redemption date; provided that if such payment is made on the
redemption date it must be received by the Trustee or paying agent, as the case
may be, by 10:00 a.m. New York City time on such date. The Company shall be
entitled to retain any interest, yield or gain on amounts deposited with the
Trustee or any paying agent pursuant to this Section 3.02 in excess of amounts
required hereunder to pay the redemption price and accrued interest to, but
excluding, the redemption date. If any Note called for redemption is converted
pursuant hereto prior to such redemption date, any money deposited with the
Trustee or any paying agent or so segregated and held in trust for the
redemption of such Note shall be paid to the Company upon its written request,
or, if then held by the Company, shall be discharged from such trust. Whenever
any Notes are to be redeemed pursuant to Section 3.01, the Company will give the
Trustee written notice in the form of an Officers' Certificate not fewer than
forty-five (45) days (or such shorter period of time as may be acceptable to the
Trustee) prior to the redemption date as to the aggregate principal amount of
Notes to be redeemed.

                  If less than all of the outstanding Notes are to be redeemed,
the Trustee shall select the Notes or portions thereof of the Global Note or the
Notes in certificated form to be redeemed (in principal amounts of $1,000 or
multiples thereof) by lot, on a pro rata basis or by another method the Trustee
deems fair and appropriate. If any Note selected for partial redemption is
submitted for conversion in part after such selection, the portion of such Note
submitted for conversion shall be deemed (so far as may be possible) to be the
portion to be selected for redemption. The Notes (or portions thereof) so
selected shall be deemed duly selected for redemption for all purposes hereof,
notwithstanding that any such Note is submitted for conversion in part before
the mailing of the notice of redemption.

                  Upon any redemption of less than all of the outstanding Notes,
the Company and the Trustee may (but need not), solely for purposes of
determining the pro rata allocation among such Notes as are unconverted and
outstanding at the time of redemption, treat as outstanding any Notes
surrendered for conversion during the period of fifteen (15) days next preceding
the mailing of a notice of redemption and may (but need not) treat as
outstanding any Note authenticated and delivered during such period in exchange
for the unconverted portion of any Note converted in part during such period.

                                     - 24 -


                  Section 3.03. Payment of Notes Called for Redemption by the
Company. If notice of redemption has been given as provided in Section 3.02, the
Notes or portion of Notes with respect to which such notice has been given
shall, unless converted into Common Stock pursuant to the terms hereof, become
due and payable on the date fixed for redemption and at the place or places
stated in such notice at the applicable redemption price, together with interest
accrued to (but excluding) the redemption date, and on and after said date
(unless the Company shall default in the payment of such Notes at the redemption
price, together with interest accrued to said date) interest on the Notes or
portion of Notes so called for redemption shall cease to accrue and, after the
close of business on the Business Day immediately preceding the redemption date,
such Notes shall cease to be convertible into Common Stock and, except as
provided in Sections 7.06 and 12.04, to be entitled to any benefit or security
under this Indenture, and the holders thereof shall have no right in respect of
such Notes except the right to receive the redemption price thereof and unpaid
interest to (but excluding) the redemption date. On presentation and surrender
of such Notes at a place of payment in said notice specified, the said Notes or
the specified portions thereof shall be paid and redeemed by the Company at the
applicable redemption price, together with interest accrued thereon to, but
excluding, the redemption date; provided that if the applicable redemption date
is an interest payment date, the interest payable on such interest payment date
shall be payable to the holders of record of such Notes on the applicable record
date instead of the holders surrendering such Notes for redemption on such date.

                  Upon presentation of any Note redeemed in part only, the
Company shall execute and the Trustee shall authenticate and make available for
delivery to the holder thereof, at the expense of the Company, a new Note or
Notes, of authorized denominations, in principal amount equal to the unredeemed
portion of the Notes so presented.

                  Notwithstanding the foregoing, the Trustee shall not redeem
any Notes or mail any notice of redemption during the continuance of a default
in payment of interest or premium, if any, on the Notes. If any Note called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal and premium, if any, shall, until paid or duly provided for, bear
interest from the redemption date at a rate equal to 1% per annum plus the rate
borne by the Note (without duplication of the 1% increase provided for under
Section 6.02) and such Note shall remain convertible into Common Stock until the
principal and premium, if any, and interest shall have been paid or duly
provided for.

                  Section 3.04. Conversion Arrangement on Call for Redemption.
In connection with any redemption of Notes, the Company may arrange for the
purchase and conversion of any Notes by an agreement with one or more investment
banks or other purchasers to purchase such Notes by paying to the Trustee in
trust for the Noteholders, on or before the date fixed for redemption, an amount
not less than the applicable redemption price, together with interest accrued
to, but excluding, the date fixed for redemption, of such Notes. Notwithstanding
anything to the contrary contained in this Article 3, the obligation of the
Company to pay the redemption price of such Notes, together with interest
accrued to, but excluding, the date fixed for redemption, shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such
purchasers. If such an agreement is entered into, a copy of which will be filed
with the Trustee prior to the date fixed for redemption, any Notes not duly
surrendered for conversion by the holders thereof may, at the option of the
Company, be deemed, to the fullest extent

                                     - 25 -


permitted by law, acquired by such purchasers from such holders and
(notwithstanding anything to the contrary contained in Article 14) surrendered
by such purchasers for conversion, all as of immediately prior to the close of
business on the date fixed for redemption (and the right to convert any such
Notes shall be extended through such time), subject to payment of the above
amount as aforesaid. At the written direction of the Company, the Trustee shall
hold and dispose of any such amount paid to it in the same manner as it would
monies deposited with it by the Company for the redemption of Notes. Without the
Trustee's prior written consent, no arrangement between the Company and such
purchasers for the purchase and conversion of any Notes shall increase or
otherwise affect any of the powers, duties, responsibilities, liabilities or
obligations of the Trustee as set forth in this Indenture.

                  Section 3.05. Redemption at Option of Holders upon a
Fundamental Change.

                  (a)      If there shall occur a Fundamental Change at any time
prior to maturity of the Notes, then each Noteholder shall have the right, at
such holder's option, to require the Company to redeem all of such holder's
Notes, or any portion thereof that is a multiple of $1,000 principal amount, on
the date (the "FUNDAMENTAL CHANGE REDEMPTION DATE") that is thirty (30) days
after the date of the Fundamental Change Notice (as defined in Section 3.05(b))
of such Fundamental Change (or, if such 30th day is not a Business Day, the next
succeeding Business Day) at a redemption price equal to 100% of the principal
amount thereof, together with accrued interest to, but excluding, the
Fundamental Change Redemption Date; provided that if such Fundamental Change
Redemption Date is an interest payment date, then the interest payable on such
interest payment date shall be paid to the holders of record of the Notes on the
applicable record date instead of the holders surrendering the Notes for
redemption on such date.

                  Upon presentation of any Note redeemed in part only, the
Company shall execute and, upon the Company's written direction to the Trustee,
the Trustee shall authenticate and make available for delivery to the holder
thereof, at the expense of the Company, a new Note or Notes, of authorized
denominations, in aggregate principal amount equal to the unredeemed portion of
the Note presented.

                  (b)      On or before the tenth day after the occurrence of a
Fundamental Change, the Company or at its written request (which must be
received by the Trustee at least five (5) Business Days prior to the date the
Trustee is requested to give notice as described below, unless the Trustee shall
agree in writing to a shorter period), the Trustee, in the name of and at the
expense of the Company, shall mail or cause to be mailed to all holders of
record on the date of the Fundamental Change a notice (the "FUNDAMENTAL CHANGE
NOTICE") of the occurrence of such Fundamental Change and of the redemption
right at the option of the holders arising as a result thereof. Such notice
shall be mailed in the manner and with the effect set forth in the first
paragraph of Section 3.02 (without regard for the time limits set forth
therein). If the Company shall give such notice, the Company shall also deliver
a copy of the Fundamental Change Notice to the Trustee at such time as it is
mailed to Noteholders. Concurrently with the mailing of any Fundamental Change
Notice, the Company shall issue a press release announcing such Fundamental
Change referred to in the Fundamental Change Notice, the form and content of
which press release shall be determined by the Company in its sole discretion.
The failure to issue any such press release or any defect therein shall not
affect the validity of the Fundamental

                                     - 26 -


Change Notice or any proceedings for the redemption of any Note which any
Noteholder may elect to have the Company redeem as provided in this Section
3.05.

                  Each Fundamental Change Notice shall specify the circumstances
constituting the Fundamental Change, the Fundamental Change Redemption Date, the
price at which the Company shall be obligated to redeem Notes, that the holder
must exercise the redemption right on or prior to the close of business on the
Fundamental Change Redemption Date (the "FUNDAMENTAL CHANGE EXPIRATION TIME"),
that the holder shall have the right to withdraw any Notes surrendered prior to
the Fundamental Change Expiration Time, a description of the procedure which a
Noteholder must follow to exercise such redemption right and to withdraw any
surrendered Notes, the place or places where the holder is to surrender such
holder's Notes, the amount of interest accrued on each Note to (but excluding)
the Fundamental Change Redemption Date and the CUSIP number or numbers of the
Notes (if then generally in use).

                  No failure of the Company to give the foregoing notices and no
defect therein shall limit the Noteholders' redemption rights or affect the
validity of the proceedings for the redemption of the Notes pursuant to this
Section 3.05.

                  (c)      For a Note, other than a Global Note, to be so
redeemed at the option of the holder, the Company must receive at the office or
agency of the Company maintained for that purpose pursuant to Section 4.02, such
Note with the form entitled "Option to Elect Repayment Upon A Fundamental
Change" on the reverse thereof duly completed and signed, together with such
Notes duly endorsed for transfer, on or before the Fundamental Change Expiration
Time. All questions as to the validity, eligibility (including time of receipt)
and acceptance of any Note for redemption shall be determined by the Company,
whose determination shall be final and binding absent manifest error.

                  (d)      On or prior to the Fundamental Change Redemption
Date, the Company will deposit with the Trustee or with one or more paying
agents (or, if the Company is acting as the paying agent, set aside, segregate
and hold in trust as provided in Section 4.04) an amount of money sufficient to
redeem on the Fundamental Change Redemption Date all the Notes to be redeemed on
such date at the appropriate redemption price, together with accrued interest
to, but excluding, the Fundamental Change Redemption Date; provided that if such
payment is made on the Fundamental Change Redemption Date it must be received by
the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City
time, on such date. Payment for Notes surrendered for redemption (and not
withdrawn) prior to the Fundamental Change Expiration Time will be made promptly
(but in no event more than five (5) Business Days) following the Fundamental
Change Redemption Date by mailing checks for the amount payable to the holders
of such Notes entitled thereto as they shall appear in the Note register.

                  (e)      In the case of a reclassification, change,
consolidation, merger, combination, binding share exchange, sale or conveyance
to which Section 14.06 applies, in which the Common Stock of the Company is
changed or exchanged as a result into the right to receive stock, securities or
other property or assets (including cash), which includes shares of Common Stock
of the Company or shares of common stock of another Person that are, or upon
issuance will be, traded on a United States national securities exchange or
approved for trading on an established automated over-the-counter trading market
in the United States and such shares

                                     - 27 -


constitute at the time such change or exchange becomes effective in excess of
50% of the aggregate fair market value of such stock, securities or other
property or assets (including cash) (as determined by the Company, which
determination shall be conclusive and binding), then the Person formed by such
consolidation or resulting from such merger or which acquires such assets, as
the case may be, shall execute and deliver to the Trustee a supplemental
indenture (accompanied by an Opinion of Counsel that such supplemental indenture
complies with the Trust Indenture Act as in force at the date of execution of
such supplemental indenture) modifying the provisions of this Indenture relating
to the right of holders of the Notes to cause the Company to repurchase the
Notes following a Fundamental Change, including without limitation the
applicable provisions of this Section 3.05 and the definitions of Common Stock
and Fundamental Change, as appropriate, as determined in good faith by the
Company (which determination shall be conclusive and binding), to make such
provisions apply to such other Person if different from the Company and the
common stock issued by such Person (in lieu of the Company and the Common Stock
of the Company).

                  (f)      The Company will comply with the provisions of Rule
13e-4 and any other tender offer rules under the Exchange Act to the extent then
applicable in connection with the redemption rights of the holders of Notes in
the event of a Fundamental Change.

                  Section  3.06. Repurchase of Notes by the Company at Option of
the Holder. Each holder of Notes shall have the right, on each of December 31,
2010, December 31, 2013, December 31, 2018, December 31, 2023 and December 31,
2028 (each, a "REPURCHASE DATE") to require the Company to repurchase the Notes
or any portion thereof held by such holder, in cash, at a purchase price of 100%
of the principal amount of such Notes to be repurchased, plus any accrued and
unpaid interest, in each case, to, but excluding, such Repurchase Date, subject
to the provisions of Section 3.07. Repurchases of Notes under this Section 3.06
shall be made, at the option of the holder thereof, upon:

                  (a)      delivery to the Trustee (or other paying agent
         appointed by the Company) by a holder of a duly completed and signed
         Repurchase Notice (a "REPURCHASE NOTICE") in the form set forth on the
         reverse of the Note during the period beginning at any time from the
         opening of business on the date that is 20 Business Days prior to the
         applicable Repurchase Date until the close of business on such
         Repurchase Date; and

                  (b)      delivery or book-entry transfer of the Notes to the
         Trustee (or other paying agent appointed by the Company) at any time
         after delivery of the applicable Repurchase Notice (together with all
         necessary endorsements) at the Corporate Trust Office (or the office of
         another paying agent appointed by the Company), such delivery being a
         condition to receipt by the holder of the purchase price therefor;
         provided that such purchase price shall be so paid pursuant to this
         Section 3.06 only if the Note so delivered to the Trustee (or other
         paying agent appointed by the Company) shall conform in all respects to
         the description thereof in the related Repurchase Notice.

                  The Company shall purchase from the holder thereof, pursuant
to this Section 3.06, 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.

                                     - 28 -


                  Any purchase by the Company contemplated pursuant to the
provisions of this Section 3.06 shall be consummated by the delivery of the
consideration to be received by the holder promptly following the later of the
Repurchase Date and the time of the book-entry transfer or delivery of the Note.

                  Notwithstanding anything herein to the contrary, any holder
delivering to the Trustee (or other paying agent appointed by the Company) the
Repurchase Notice contemplated by this Section 3.06 shall have the right to
withdraw such Repurchase Notice at any time prior to the close of business on
the Repurchase Date by delivery of a written notice of withdrawal to the Trustee
(or other paying agent appointed by the Company) in accordance with Section
3.08.

                  The Trustee (or other paying agent appointed by the Company)
shall promptly notify the Company of the receipt by it of any Repurchase Notice
or written notice of withdrawal thereof.

                  Section 3.07. Procedures for the Repurchase of Notes.

                  (a)      At least five Business Days before each Company
Repurchase Notice Date, the Company shall deliver an Officers' Certificate to
the Trustee specifying:

                           (i)      the information required by Section 3.07(c)
                  in the Company Repurchase Notice, and

                           (ii)     whether the Company desires the Trustee to
                  give the Company Repurchase Notice required by Section
                  3.07(c).

                  (b)      The Company Repurchase Notice, as provided in Section
3.07(c), shall be sent to holders not less than 20 Business Days prior to such
Repurchase Date (the "COMPANY REPURCHASE NOTICE DATE").

                  (c)      In connection with any repurchase of Notes under
Section 3.06, the Company shall, no less than 20 Business Days prior to each
Repurchase Date, give notice to holders (with a copy provided substantially
concurrently to the Trustee) setting forth information specified in this Section
3.07(c) (the "COMPANY REPURCHASE NOTICE").

                  Each Company Repurchase Notice shall:

                           (1)      state the repurchase price and the
         Repurchase Date to which the Company Repurchase Notice relates;

                           (2)      include a form of Repurchase Notice;

                           (3)      state the name and address of the Trustee
         (or other paying agent or Conversion Agent appointed by the Company);

                           (4)      state that Notes must be surrendered to the
         Trustee (or other paying agent appointed by the Company) to collect the
         purchase price;

                                     - 29 -


                           (5)      if the Notes are then convertible, state
         that Notes as to which a Repurchase Notice has been given may be
         converted only if the Repurchase Notice is withdrawn in accordance with
         the terms of this Indenture; and

                           (6)      state the CUSIP number of the Notes.

Company Repurchase Notices may be given by the Company or, at the Company's
written request, the Trustee shall give such Company Repurchase Notice in the
Company's name and at the Company's expense.

                  (d)      The Company will comply with the provisions of Rule
13e-4 and any other tender offer rules under the Exchange Act to the extent then
applicable in connection with the repurchase rights of the holders of Notes.

                  Section 3.08. Effect of Repurchase Notice. Upon receipt by the
Trustee (or other paying agent appointed by the Company) of the Repurchase
Notice specified in Section 3.06, the holder of the Note in respect of which
such Repurchase Notice was given shall (unless such Repurchase Notice is validly
withdrawn) thereafter be entitled to receive solely the purchase price with
respect to such Note. Such purchase price shall be paid to such holder, subject
to receipt of funds and/or Notes by the Trustee at its Corporate Trust Office
(or the office of another paying agent appointed by the Company), promptly
following the later of (x) the Repurchase Date with respect to such Note
(provided the holder has satisfied the conditions in Section 3.06) and (y) the
time of delivery of such Note to the Trustee (or other paying agent appointed by
the Company) by the holder thereof in the manner required by Section 3.06. Notes
in respect of which a Repurchase Notice has been given by the holder thereof may
not be converted pursuant to Article 14 hereof on or after the date of the
delivery of such Repurchase Notice unless such Repurchase Notice has first been
validly withdrawn.

                  A Repurchase Notice may be withdrawn by means of a written
notice of withdrawal delivered to the Trustee at its Corporate Trust Office (or
the office of another paying agent appointed by the Company) in accordance with
the Repurchase Notice at any time prior to the close of business on the
Repurchase Date, specifying:

                  (a)      the certificate number, if any, of the Note in
         respect of which such notice of withdrawal is being submitted, or the
         appropriate Depositary information if the Note in respect of which such
         notice of withdrawal is being submitted is represented by a Global
         Note,

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

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

                                     - 30 -


                  Section  3.09. Deposit of Purchase Price.

                  (a)      Prior to 10:00 a.m. (New York City Time) on the
Business Day following the Repurchase Date, the Company shall deposit with the
Trustee (or other paying agent appointed by the Company; or, if the Company is
acting as the paying agent, shall segregate and hold in trust as provided in
Section 4.04) an amount of cash (in immediately available funds if deposited on
such Business Day) sufficient to pay the aggregate purchase price of all the
Notes or portions thereof that are to be purchased as of the Repurchase Date.

                  (b)      If the Trustee or other paying agent appointed by the
Company, or the Company or a subsidiary or affiliate of either of them if such
entity is acting as the paying agent, holds cash sufficient to pay the aggregate
purchase price of all the Notes, or portions thereof that are to purchased as of
the Repurchase Date, on or after the Repurchase Date (i) the Notes will cease to
be outstanding, (ii) interest on the Notes will cease to accrue, and (iii) all
other rights of the holders of such Notes will terminate, whether or not
book-entry transfer of the Notes has been made or the Notes have been delivered
to the Trustee or other paying agent, other than the right to receive the
purchase price upon delivery of the Notes.

                  Section  3.10. Notes Repurchased in Part. Upon presentation of
any Note repurchased only in part, the Company shall execute and the Trustee
shall authenticate and make available for delivery to the holder thereof, at the
expense of the Company, a new Note or Notes, of any authorized denomination, in
aggregate principal amount equal to the unrepurchased portion of the Notes
presented.

                  Section 3.11. Repayment to the Company. Subject to the
requirements of applicable law and this Indenture, the Trustee (or other paying
agent appointed by the Company) shall return to the Company any cash that
remains unclaimed for two years after any Repurchase Date, together with
interest, if any, thereon, held by it for the payment of the purchase price for
the Notes or portions thereof that are to be purchased as of such Repurchase
Date; provided that to the extent that the aggregate amount of cash deposited by
the Company pursuant to Section 3.09 exceeds the aggregate purchase price of the
Notes or portions thereof which the Company is obligated to purchase as of the
Repurchase Date then, unless otherwise agreed in writing with the Company,
promptly after the Business Day following the Repurchase Date, the Trustee shall
return any such excess to the Company together with interest, if any, thereon.

                                   ARTICLE IV
                       PARTICULAR COVENANTS OF THE COMPANY

                  Section 4.01. Payment of Principal, Premium and Interest. The
Company covenants and agrees that it will duly and punctually pay or cause to be
paid the principal of and premium, if any (including the redemption price upon
redemption or the purchase price upon repurchase, in each case pursuant to
Article 3), and interest, on each of the Notes at the places, at the respective
times and in the manner provided herein and in the Notes.

                  Section 4.02. Maintenance of Office or Agency. The Company
will maintain an office or agency in the Borough of Manhattan, The City of New
York, where the Notes may be surrendered for registration of transfer or
exchange or for presentation for payment or for

                                     - 31 -


conversion, redemption or repurchase and where notices and demands to or upon
the Company in respect of the Notes and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency not designated or appointed by
the Trustee. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee or at the address of the Trustee's
designee, in either case, as agent of the Company.

                  The Company may also from time to time designate co-registrars
and one or more 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. The Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.

                  The Company hereby initially designates the Trustee as paying
agent, Note registrar, Custodian and Conversion Agent and the Corporate Trust
Office shall be considered as one such office or agency of the Company for each
of the aforesaid purposes.

                  So long as the Trustee is the Note registrar, the Trustee
agrees to mail, or cause to be mailed, the notices set forth in Section 7.10(b)
and the third paragraph of Section 7.11. If co-registrars have been appointed in
accordance with this Section, the Trustee shall mail such notices only to the
Company and the holders of Notes it can identify from its records.

                  Section 4.03. Appointments to Fill Vacancies in Trustee's
Office. The Company, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

                  Section 4.04. Provisions as to Paying Agent

                  (a)      If the Company shall appoint a paying agent other
than the Trustee, or if the Trustee shall appoint such a paying agent, the
Company will cause such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section 4.04:

                  (1)      that it will hold all sums held by it as such agent
         for the payment of the principal of, or premium, if any, or interest
         on, the Notes (whether such sums have been paid to it by the Company or
         by any other obligor on the Notes) in trust for the benefit of the
         holders of the Notes;

                  (2)      that it will give the Trustee written notice of any
         failure by the Company (or by any other obligor on the Notes) to make
         any payment of the principal of, or premium, if any, or interest on,
         the Notes when the same shall be due and payable; and

                  (3)      that at any time during the continuance of an Event
         of Default, upon request of the Trustee, it will forthwith pay to the
         Trustee all sums so held in trust.

                                     - 32 -


                  The Company shall, on or before each due date of the principal
of, or premium if any, or interest on, the Notes, deposit with the paying agent
a sum (in funds which are immediately available on the due date for such
payment) sufficient to pay such principal, premium, if any, or interest, and
(unless such paying agent is the Trustee) the Company will promptly notify the
Trustee in writing of any failure to take such action; provided that if such
deposit is made on the due date, such deposit shall be received by the paying
agent by 10:00 a.m. New York City time, on such date.

                  (b)      If the Company shall act as the paying agent, it
will, on or before each due date of the principal of, or premium, if any, or
interest on, the Notes, set aside, segregate and hold in trust for the benefit
of the holders of the Notes a sum sufficient to pay such principal, premium, if
any, or interest so becoming due, will account for any funds disbursed by it and
will promptly notify the Trustee in writing of any failure to take such action
and of any failure by the Company (or any other obligor under the Notes) to make
any payment of the principal of, or premium, if any, or interest on, the Notes
when the same shall become due and payable.

                  (c)      Anything in this Section 4.04 to the contrary
notwithstanding, the Company may, at any time, for the purpose of obtaining a
satisfaction and discharge of this Indenture, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust by the Company or any
paying agent hereunder as required by this Section 4.04, such sums to be held by
the Trustee upon the trusts herein contained and upon such payment by the
Company or any paying agent to the Trustee, the Company or such paying agent
shall be released from all further liability with respect to such sums.

                  (d)      Anything in this Section 4.04 to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section
4.04 is subject to Sections 12.03 and 12.04.

                  The Trustee shall not be responsible for the actions of any
other paying agents (including the Company if acting as the paying agent) and
shall have no control of any funds held by such other paying agents.

                  Section 4.05. Existence. Subject to Article 11, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence.

                  Section 4.06. Maintenance of Properties. The Company 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, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided that nothing in
this Section shall prevent the Company from discontinuing the operation or
maintenance of, or disposing of, any of such properties if such discontinuance
or disposal is, in the judgment of the Company, desirable in the conduct of its
business or the business of any Significant Subsidiary and not disadvantageous
in any material respect to the Noteholders.

                                     - 33 -


                  Section 4.07. Payment of Taxes and Other Claims. The Company
will pay or discharge, or cause to be paid or discharged, before the same may
become delinquent, (i) all taxes, assessments and governmental charges levied or
imposed upon the Company or any of its Significant Subsidiaries or upon the
income, profits or property of the Company or any of its Significant
Subsidiaries, (ii) all claims for labor, materials and supplies which, if
unpaid, might by law become a lien or charge upon the property of the Company or
any of its Significant Subsidiaries and (iii) all stamp taxes 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,
conversion, redemption or repurchase of any Notes or with respect to this
Indenture; provided that, in the case of clauses (i) and (ii), the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith and for which adequate reserves have been
established in accordance with generally accepted accounting principles and
which if unpaid would reasonably not be expected to result in a material adverse
effect on the business, results of operations, or financial condition of the
Company and its Significant Subsidiaries, taken as a whole.

                  Section 4.08. Rule 144A Information Requirement. Within the
period prior to the expiration of the holding period applicable to sales thereof
under Rule 144(k) under the Securities Act (or any successor provision), the
Company covenants and agrees that it shall, during any period in which it is not
subject to Section 13 or 15(d) under the Exchange Act, provide to the Trustee
and make available to any holder or beneficial holder of Notes or any Common
Stock issued upon conversion thereof which continue to be Restricted Securities
in connection with any sale thereof and any prospective purchaser of Notes or
such Common Stock designated by such holder or beneficial holder, the
information required pursuant to Rule 144A(d)(4) under the Securities Act upon
the request of any holder or beneficial holder of the Notes or such Common Stock
and it will take such further action as any holder or beneficial holder of such
Notes or such Common Stock may reasonably request, all to the extent required
from time to time to enable such holder or beneficial holder to sell its Notes
or Common Stock without registration under the Securities Act within the
limitation of the exemption provided by Rule 144A, as such Rule may be amended
from time to time. Upon the request of any holder or any beneficial holder of
the Notes or such Common Stock, the Company will deliver to such holder a
written statement as to whether it has complied with such requirements. Delivery
of such information to the Trustee is for informational purposes only and the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

                  Section 4.09. Stay, Extension and Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it shall not at any
time insist upon, plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay, extension or usury law or other law which would
prohibit or forgive the Company from paying all or any portion of the principal
of, or premium, if any, or interest on the Notes as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture and the Company (to the extent it
may lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not, by resort to any such law,

                                     - 34 -


hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

                  Section 4.10. Compliance Certificate; Notice of Default. The
Company shall deliver to the Trustee, within ninety (90) days after the end of
each fiscal year of the Company, an Officers' Certificate stating whether or not
to the best knowledge of the signers thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and the status thereof of which the signer may have
knowledge.

                  The Company will deliver to the Trustee, as soon as possible
after the Company becomes aware of any Event of Default or an event which, with
notice or the lapse of time or both, would constitute an Event of Default, an
Officers' Certificate setting forth the details of such default or Event of
Default and the action that the Company has taken, is taking or proposes to take
with respect thereto.

                  Any notice required to be given under this Section 4.10 shall
be delivered to a Officer of the Trustee at its Principal Corporate Trust
Office.

                  Section 4.11. Liquidated Damages Notice. In the event that the
Company is required to pay Liquidated Damages to holders of Notes pursuant to
the Registration Rights Agreement, the Company will provide an Officers'
Certificate ("LIQUIDATED DAMAGES NOTICE") to the Trustee notifying the Trustee
of its obligation to pay Liquidated Damages no later than fifteen (15) 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 Company on such payment date. The Trustee shall not at any time be
under any duty or 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.

                                   ARTICLE V
          NOTEHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

                  Section 5.01. Company to Furnish Trustee Names and Addresses
of Noteholders. The Company covenants and agrees that it will furnish or cause
to be furnished to the Trustee, semiannually, not more than fifteen (15) days
after each June 15 and December 15 in each year beginning with June 15, 2004,
and at such other times as the Trustee may request in writing, within thirty
(30) days after receipt by the Company of any such request (or such lesser time
as the Trustee may reasonably request in order to enable it to timely provide
any notice to be provided by it hereunder), a list in such form as the Trustee
may reasonably require of the names and addresses of the registered holders of
Notes as of a date not more than fifteen (15) days (or such other date as the
Trustee may reasonably request in order to so provide any such notices) prior to
the time such information is furnished, except that no such list need be
furnished by the Company to the Trustee so long as the Trustee is acting as the
sole Note registrar.

                                     - 35 -


                  Section 5.02. Preservation and Disclosure of Lists.

                  (a)      The Trustee shall preserve, in as current a form as
is reasonably practicable, all information as to the names and addresses of the
holders of Notes contained in the most recent list furnished to it as provided
in Section 5.01 or maintained by the Trustee in its capacity as Note registrar
or co-registrar in respect of the Notes, if so acting. The Trustee may destroy
any list furnished to it as provided in Section 5.01 upon receipt of a new list
so furnished.

                  (b)      The rights of Noteholders to communicate with other
holders of Notes with respect to their rights under this Indenture or under the
Notes, and the corresponding rights and duties of the Trustee, shall be as
provided by the Trust Indenture Act.

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

                  Section 5.03. Reports by Trustee.

                  (a)      Within sixty (60) days after December 30 of each year
commencing with the year 2003, the Trustee shall transmit to holders of Notes
such reports dated as of December 30 of the year in respect of which such
reports are made concerning the Trustee and its actions under this Indenture as
shall be required, if any, pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant thereto.

                  (b)      A copy of such report shall, at the time of such
transmission to holders of Notes, be filed by the Trustee with each stock
exchange and automated quotation system upon which the Notes are listed and with
the Company. The Company will promptly notify the Trustee in writing when the
Notes are listed on any stock exchange or automated quotation system or delisted
therefrom.

                  Section 5.04. Reports by Company. The Company shall file with
the Trustee and transmit to holders of the Notes, such information, documents
and other reports as it is required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act within 15 days after the same is so
required to be filed with the Commission; provided, however, that the filing of
any such information, documents or other reports with the Commission on its
EDGAR system (or any successor system on which filings are publicly accessible)
shall be deemed to satisfy such requirement. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

                                     - 36 -


                                   ARTICLE VI
         REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT

                  Section 6.01. Events of Default; Acceleration. In case one or
more of the following Events of Default (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) shall
have occurred and be continuing:

                  (a)      default in the payment of any installment of interest
         or Liquidated Damages with respect to any of the Notes as and when the
         same shall become due and payable, and continuance of such default for
         a period of thirty (30) days, whether or not such payment is prohibited
         by Article 15; or

                  (b)      default in the payment of the principal of or
         premium, if any, on any of the Notes as and when the same shall become
         due and payable either at maturity or in connection with any redemption
         or repurchase, in each case pursuant to Article 3, by acceleration or
         otherwise, whether or not such payment is prohibited by Article 15; or

                  (c)      failure on the part of the Company duly to observe or
         perform the covenants in Section 3.05, Section 3.06 or Article 11,
         whether or not such payment is prohibited by Article 15; or

                  (d)      failure on the part of the Company duly to observe or
         perform any other of the covenants or agreements on the part of the
         Company in the Notes or in this Indenture (other than a covenant or
         agreement a default in whose performance or whose breach is elsewhere
         in this Section 6.01 specifically dealt with) continued for a period of
         thirty (30) days after the date on which written notice of such
         failure, requiring the Company to remedy the same, shall have been
         given to the Company by the Trustee, or the Company and a Officer of
         the Trustee by the holders of at least twenty-five percent (25%) in
         aggregate principal amount of the Notes at the time outstanding
         determined in accordance with Section 8.04; or

                  (e)      a default or defaults under the terms of any bond(s),
         debenture(s), note(s) or other evidence(s) of, or under any
         mortgage(s), indenture(s), agreement(s) or instrument(s) under which
         there may be issued or by which there may be secured or evidenced, any
         Indebtedness of the Company or any of its Subsidiaries with a principal
         amount then outstanding, individually or in the aggregate, of at least
         $10 million, whether such Indebtedness now exists or is hereafter
         incurred, which default or defaults (i) shall have resulted in such
         indebtedness becoming or being declared due and payable prior to the
         date on which it would otherwise have become due and payable or (ii)
         shall constitute the failure to pay such Indebtedness at the final
         stated maturity thereof (after expiration of any applicable grace
         period) and such default shall not have been rescinded or such
         Indebtedness shall not have been discharged within 30 days; or

                  (f)      any final judgment or order (not covered by
         insurance) for the payment of money in excess of $10 million in the
         aggregate for all such final judgments or orders

                                     - 37 -


         against all such Persons (treating any deductibles, self-insurance or
         retention as not so covered) shall be rendered against the Company or
         any Subsidiary and shall not be paid or discharged, and there shall be
         any period of 30 consecutive days following entry of the final judgment
         or order that causes the aggregate amount for all such final judgments
         or orders outstanding and not paid or discharged against all such
         Persons to exceed $10 million during which a stay of enforcement of
         such final judgment or order, by reason of a pending appeal or
         otherwise, shall not be in effect; or

                  (g)      the entry by a court having jurisdiction in the
         premises of (A) a decree or order for relief in respect of the Company
         or any Significant Subsidiary in an involuntary case or proceeding
         under any applicable Federal or State bankruptcy, insolvency,
         reorganization or other similar law or (B) a decree or order adjudging
         the Company or any Significant Subsidiary a bankrupt or insolvent, or
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Company
         or any Significant Subsidiary under any applicable Federal or State
         law, or appointing a custodian, receiver, liquidator, assignee,
         trustee, sequestrator or other similar official of the Company or any
         Significant Subsidiary or of any substantial part of the property of
         the Company or any Significant Subsidiary, or ordering the winding up
         or liquidation of the affairs of the Company or any Significant
         Subsidiary, and the continuance of any such decree or order for relief
         or any such other decree or order unstayed and in effect for a period
         of 30 consecutive days; or

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

then, and in each and every such case (other than an Event of Default specified
in 6.01(g) or 6.01(h) that occurs with respect to the Company), unless the
principal of all of the Notes shall have already become due and payable, either
the Trustee or the holders of not less than twenty-five percent (25%) in
aggregate principal amount of the Notes then outstanding hereunder determined in
accordance with Section 8.04, by notice in writing to the Company (and to the

                                     - 38 -


Trustee if given by Noteholders) specifying the respective Event of Default and
stating that it is a "notice of acceleration", may declare the principal of and
premium, if any, on all the Notes and the interest accrued and Liquidated
Damages, if any, thereon to be due and payable immediately, and upon receipt of
such notice the same shall become and shall be immediately due and payable;
provided that for so long as a Bank Credit Agreement is in effect, such
declaration shall not become effective until the earlier of (i) five business
days after receipt of the acceleration notice by the agent(s) under any
outstanding Bank Credit Agreement and the Company and (ii) acceleration of the
Indebtedness under the Bank Credit Agreement. If an Event of Default specified
in 6.01(g) or 6.01(h) involving the Company occurs, the principal of all the
Notes and the interest accrued and Liquidated Damages, if any, thereon shall be
immediately and automatically due and payable without necessity of further
action. This provision, however, is subject to the conditions that if, at any
time after the principal of the Notes shall have been so declared due and
payable, and before any judgment or decree for the payment of the monies due
shall have been obtained or entered as hereinafter provided, the Company shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all Notes and the principal of, and premium, if
any, and Liquidated Damages, if any, on, any and all Notes which shall have
become due otherwise than by acceleration (with interest on overdue installments
of interest (to the extent that payment of such interest is enforceable under
applicable law) and on such principal and premium, if any, at the rate borne by
the Notes plus 1%, to the date of such payment or deposit) and amounts due to
the Trustee pursuant to Section 7.07, and if any and all defaults under this
Indenture, other than the nonpayment of principal of, and premium, if any,
Liquidated Damages, if any, and accrued interest on, Notes which shall have
become due by acceleration, shall have been cured or waived pursuant to Section
6.07, then and in every such case the holders of a majority in aggregate
principal amount of the Notes then outstanding, by written notice to the Company
and to the Trustee, may waive all defaults or Events of Default and rescind and
annul such declaration and its consequences; but no such waiver or rescission
and annulment shall extend to or shall affect any subsequent default or Event of
Default, or shall impair any right consequent thereon. In accordance with
Section 4.10, the Company shall notify in writing a Officer of the Trustee,
promptly upon becoming aware thereof, of any Event of Default or any event
which, with notice or the lapse of time or both, would constitute an Event of
Default.

                  In case the Trustee shall have proceeded to enforce any right
under this Indenture and such proceedings shall have been discontinued or
abandoned because of such waiver or rescission and annulment or for any other
reason or shall have been determined adversely to the Trustee, then and in every
such case the Company, the holders of Notes, and the Trustee shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the holders of Notes, and the Trustee shall
continue as though no such proceeding had been taken.

                  Section  6.02. Payments of Notes on Default; Suit Therefor.
The Company covenants that (a) in case default shall be made in the payment of
any installment of interest upon any of the Notes as and when the same shall
become due and payable, and such default shall have continued for a period of
thirty (30) days, or (b) in case default shall be made in the payment of the
principal of or premium, if any, on any of the Notes as and when the same shall
have become due and payable, whether at maturity of the Notes or in connection
with any redemption or repurchase, by or under this Indenture or otherwise,
then, upon demand of the

                                     - 39 -


Trustee, the Company will pay to the Trustee, for the benefit of the holders of
the Notes, the whole amount that then shall have become due and payable on all
such Notes for principal, premium, if any, or interest, as the case may be, with
interest upon the overdue principal and premium, if any, and (to the extent that
payment of such interest is enforceable under applicable law) upon the overdue
installments of interest at the rate borne by the Notes, plus 1% and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including reasonable compensation to the Trustee,
its agents, attorneys and counsel, and all other amounts due the Trustee under
Section 7.07. Until such demand by the Trustee, the Company may pay the
principal of, and premium, if any, and interest on, the Notes to the registered
holders, whether or not the Notes are overdue.

                  In case the Company shall fail forthwith to pay such amounts
upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any actions or proceedings
at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or any other
obligor on the Notes and collect in the manner provided by law out of the
property of the Company or any other obligor on the Notes wherever situated the
monies adjudged or decreed to be payable.

                  In case there shall be pending proceedings for the bankruptcy
or for the reorganization of the Company or any other obligor on the Notes under
Title 11 of the United States Code, or any other applicable law, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Company or such other obligor, the property of the Company or
such other obligor, or in the case of any other judicial proceedings relative to
the Company or such other obligor upon the Notes, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 6.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of
principal, premium, if any, and interest owing and unpaid in respect of the
Notes, and, in case of any judicial proceedings, to file such proofs of claim
and other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee, its agents and its counsel and of the Noteholders
allowed in such judicial proceedings relative to the Company or any other
obligor on the Notes, its or their creditors, or its or their property, and to
collect and receive any monies or other property payable or deliverable on any
such claims, and to distribute the same after the deduction of any amounts due
the Trustee under Section 7.07, and any receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, custodian or similar official is
hereby authorized by each of the Noteholders 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 Noteholders, to pay to the Trustee any amount due it
for reasonable compensation, expenses, advances and disbursements, including
counsel fees and expenses incurred by it up to the date of such distribution.

                  All rights of action and of asserting claims under this
Indenture, or under any of the Notes, may be enforced by the Trustee without the
possession of any of the Notes, or the production thereof at any trial or other
proceeding relative thereto, and any such suit or

                                     - 40 -


proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the holders
of the Notes.

                  In any proceedings brought by the Trustee (and in any
proceedings involving the interpretation of any provision of this Indenture to
which the Trustee shall be a party) the Trustee shall be held to represent all
the holders of the Notes, and it shall not be necessary to make any holders of
the Notes parties to any such proceedings.

                  Section  6.03. Application of Monies Collected by Trustee. Any
monies or other compensation collected by the Trustee pursuant to this Article 6
shall be applied in the order following, at the date or dates fixed by the
Trustee for the distribution of such monies or other compensation, upon
presentation of the several Notes, and stamping thereon the payment, if only
partially paid, and upon surrender thereof, if fully paid:

                           FIRST: To the payment of all amounts due the Trustee
                  under Section 7.07;

                           SECOND: To the holders of Senior Indebtedness, as and
                  to the extent required by Article 15;

                           THIRD: In case the principal of the outstanding Notes
                  shall not have become due and be unpaid, to the payment of
                  interest on the Notes in default in the order of the maturity
                  of the installments of such interest, with interest (to the
                  extent that such interest has been collected by the Trustee)
                  upon the overdue installments of interest at the rate borne by
                  the Notes plus 1%, such payments to be made ratably to the
                  Persons entitled thereto;

                           FOURTH: In case the principal of the outstanding
                  Notes shall have become due, by declaration or otherwise, and
                  be unpaid to the payment of the whole amount then owing and
                  unpaid upon the Notes for principal and premium, if any, and
                  interest, with interest on the overdue principal and premium,
                  if any, and (to the extent that such interest has been
                  collected by the Trustee) upon overdue installments of
                  interest at the rate borne by the Notes plus 1% to the Persons
                  entitled thereto, and in case such monies shall be
                  insufficient to pay in full the whole amounts so due and
                  unpaid upon the Notes, then to the payment of such principal,
                  premium, if any, and interest without preference or priority
                  of principal and premium, if any, over interest, or of
                  interest over principal and premium, if any, or of any
                  installment of interest over any other installment of
                  interest, or of any Note over any other Note, ratably to the
                  aggregate of such principal and premium, if any, and accrued
                  and unpaid interest; and

                           FIFTH: To the payment of the remainder, if any, to
                  the Company or any other Person lawfully entitled thereto.

                  Section 6.04. Proceedings by Noteholder. No holder of any Note
shall have any right by virtue of or by reference to any provision of this
Indenture to institute any suit, action or

                                     - 41 -


proceeding in equity or at law upon or under or with respect to this Indenture,
or for the appointment of a receiver, trustee, liquidator, custodian or other
similar official, or for any other remedy hereunder, unless such holder
previously shall have given to the Trustee written notice of an Event of Default
and of the continuance thereof, as hereinbefore provided, and unless also the
holders of not less than twenty-five percent (25%) in aggregate principal amount
of the Notes then outstanding shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee for sixty (60) days after its receipt of such
notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding and no direction inconsistent with
such written request shall have been given to the Trustee pursuant to Section
6.07; it being understood and intended, and being expressly covenanted by the
taker and holder of every Note with every other taker and holder and the
Trustee, that no one or more holders of Notes shall have any right in any manner
whatever by virtue of or by reference to any provision of this Indenture to
affect, disturb or prejudice the rights of any other holder of Notes, or to
obtain or seek to obtain priority over or preference to any other such holder,
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all holders of Notes
(except as otherwise provided herein). For the protection and enforcement of
this Section 6.04, each and every Noteholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.

                  Notwithstanding any other provision of this Indenture and any
provision of any Note, the right of any holder of any Note to receive payment of
the principal of, and premium, if any (including the redemption or repurchase
price upon redemption or repurchase pursuant to Article 3), and accrued interest
on, such Note, on or after the respective due dates expressed in such Note or in
the case of a redemption or repurchase, on the redemption date or Repurchase
Date, as the case may be, or to institute suit for the enforcement of any such
payment on or after such respective dates against the Company shall not be
impaired or affected without the consent of such holder.

                  Anything in this Indenture or the Notes to the contrary
notwithstanding, the holder of any Note, without the consent of either the
Trustee or the holder of any other Note, in its own behalf and for its own
benefit, may enforce, and may institute and maintain any proceeding suitable to
enforce, its rights of conversion as provided herein.

                  Section 6.05. Proceedings by Trustee. In case of an Event of
Default, the Trustee may, in its discretion, but shall not be required to,
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as are necessary to protect and enforce any of
such rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

                  Section 6.06. Remedies Cumulative and Continuing. Except as
provided in Section 2.06, all powers and remedies given by this Article 6 to the
Trustee or to the Noteholders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any thereof or

                                     - 42 -


of any other powers and remedies available to the Trustee or the holders of the
Notes, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture, and no
delay or omission of the Trustee or of any holder of any of the Notes to
exercise any right or power accruing upon any default or Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or any acquiescence
therein, and, subject to the provisions of Section 6.04, every power and remedy
given by this Article 6 or by law to the Trustee or to the Noteholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Noteholders.

                  Section 6.07. Direction of Proceedings and Waiver of Defaults
by Majority of Noteholders. The holders of a majority in aggregate principal
amount of the Notes at the time outstanding determined in accordance with
Section 8.04 shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee; provided that (a) such direction
shall not be in conflict with any rule of law or with this Indenture, (b) the
Trustee may take any other action which is not inconsistent with such direction
and (c) the Trustee may decline to take any action that the Trustee determines
in its reasonable discretion would benefit some Noteholder to the detriment of
other Noteholders or of the Trustee. The holders of a majority in aggregate
principal amount of the Notes at the time outstanding determined in accordance
with Section 8.04 may, on behalf of the holders of all of the Notes, waive any
past or existing default or Event of Default hereunder and its consequences
except (i) a past or existing default in the payment of interest or premium, if
any, on, or the principal of, the Notes (including in connection with an offer
to purchase); provided however that holders of a majority in aggregate principal
amount of the then outstanding Notes may rescind an acceleration and its
consequences, including any related payment default that resulted from such
acceleration in accordance with Section 6.01, (ii) a failure by the Company to
convert any Notes into Common Stock, (iii) a default in the payment of the
redemption price pursuant to Article 3, (iv) a default in the payment of the
purchase price pursuant to Article 3 or (v) a default in respect of a covenant
or provisions hereof which under Article 10 cannot be modified or amended
without the consent of the holders of each or all Notes then outstanding or
affected thereby. Upon any such waiver, the Company, the Trustee and the holders
of the Notes shall be restored to their former positions and rights hereunder;
but no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon. Whenever any default or Event of
Default hereunder shall have been cured or waived as permitted by this Section
6.07, said default or Event of Default shall for all purposes of the Notes and
this Indenture be deemed to have been cured and to be not continuing for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

                  Section 6.08. Undertaking to Pay Costs. All parties to this
Indenture agree, and each holder of any Note by his acceptance thereof shall be
deemed to have agreed, that any court may, in its discretion, require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided that the provisions of this

                                     - 43 -


Section 6.08 (to the extent permitted by law) shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Noteholder, or group of
Noteholders, holding in the aggregate more than 10% in principal amount of the
Notes at the time outstanding determined in accordance with Section 8.04, or to
any suit instituted by any Noteholder for the enforcement of the payment of the
principal of, or premium, if any, or interest on, any Note on or after the due
date expressed in such Note or to any suit for the enforcement of the right to
convert any Note in accordance with the provisions of Article 14.

                                  ARTICLE VII
                                  THE TRUSTEE

                  Section 7.01. Certain Duties and Responsibilities. The duties
and responsibilities of the Trustee shall be as provided by the Trust Indenture
Act (as if such Act applied). Notwithstanding the foregoing, no provision of
this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to
the Trustee shall be subject to the provisions of this Section 7.01.

                  Section 7.02. Notice of Defaults. Subject to the provisions of
Section 7.03(i), the Trustee shall give the Noteholders notice of any default
hereunder known to the Trustee as and to the extent provided by the Trust
Indenture Act (as if such Act applied); provided, however, that except in the
case of default in the payment of the principal of, or premium, if any, or
interest on, any of the Notes, the Trustee shall be protected in withholding
such notice if and so long as a trust committee of directors and/or Officers of
the Trustee in good faith determines that the withholding of such notice is in
the interests of the Noteholders.

                  Section 7.03. Certain Rights of the Trustee. Subject to the
provisions of Section 7.01:

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

                  (b)      any request or direction of the Company mentioned
         herein shall be sufficiently evidenced by 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 Company;

                  (c)      whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed)

                                     - 44 -


         may, in the absence of bad faith on its part, rely conclusively upon an
         Officers' Certificate as to such matter that is reasonably satisfactory
         to the Trustee;

                  (d)      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 by it hereunder in good faith and in reliance thereon;

                  (e)      the Trustee shall be under no obligation to exercise
         any of the rights or powers vested in it by this Indenture at the
         request or direction of any of the Noteholders pursuant to the
         provisions of this Indenture, unless such Noteholders shall have
         offered to the Trustee security or indemnity reasonably satisfactory to
         it against the costs, expenses (including reasonable attorney's fees
         and expenses) and liabilities which might be incurred by it in
         compliance with such request or direction; any permissive right or
         power available to the Trustee under this Indenture shall not be
         construed to be a mandatory duty or obligation;

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

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

                  (h)      the Trustee shall not be liable for any action taken,
         suffered, or omitted to be taken by it in good faith, in reliance on an
         Officers' Certificate or otherwise, and reasonably believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Indenture or for any action it takes or omits to take in
         accordance with the direction of the holders of a majority in principal
         amount of the outstanding Notes; in no event shall the Trustee be
         liable to any person for special, indirect, consequential or punitive
         damages or any damages for lost profits;

                  (i)      the Trustee shall not be deemed to have knowledge of
         any default or Event of Default unless a 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 Principal
         Corporate Trust Office of the Trustee, and such notice references the
         Notes and this Indenture; and

                  (j)      the rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and

                                     - 45 -


         shall be enforceable by, the Trustee in each of its capacities
         hereunder, and to each agent, custodian and other Person employed to
         act hereunder.

                  Section 7.04. Not Responsible for Statements or Issuance of
Notes. The statements contained herein and in the Notes, except in the Trustee's
certificate of authentication, shall be taken as the statements of the Company
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture and
the Notes or any offering or registration documents related thereto. The Trustee
shall not be accountable for the use or application by the Company of any Notes
or the proceeds thereof.

                  Section 7.05. May Hold Notes. The Trustee, any authentication
agent, any paying agent, any Conversion Agent, any Note registrar or any other
agent of the Company or the Trustee, in its individual or any other capacity,
may become the owner or pledgee of Notes, and, subject to Sections 7.08 and
7.13, may otherwise deal with the Company and any other obligor upon the Notes
with the same rights it would have if it were not Trustee, authentication agent,
paying agent, Conversion Agent or Note registrar.

                  Section 7.06. Monies to be Held in Trust. Money held by the
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law. The Trustee shall be under no liability for interest on
any money received by it hereunder except as otherwise agreed in writing with
the Company.

                  Section 7.07. Compensation and Reimbursement. The Company
agrees (1) to pay to the Trustee from time to time such compensation as shall be
agreed in writing between the Company and the Trustee, including the
compensation described herein, for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust); (2) except as otherwise
expressly provided herein, to reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to its
negligence or willful misconduct; and (3) to indemnify each of the Trustee and
any predecessor Trustee for, and to hold it harmless against, any and all loss,
liability, damage, claim or expense, including taxes (other than taxes based on
the income of the Trustee) incurred without negligence or willful misconduct on
its part, arising out of or in connection with the acceptance or administration
of this trust, including the costs and expenses, including reasonable attorney's
fees and expenses, of defending itself against any claim (whether asserted by
the Company, a Noteholder or any other Person) or liability, or of complying
with any process served upon it or any of its officers, in connection with the
exercise or performance of any of its powers or duties hereunder. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel.

                  The Trustee shall have a lien prior to the Notes as to all
property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 7.07, except with respect to funds
held in trust for the benefit of the holders of particular Notes.

                                     - 46 -


                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 6.01(e) or 6.01(f), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

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

                  Section 7.09. Corporate Trustee Required; Eligibility. There
shall at all times be a Trustee hereunder which shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $150,000,000 and has its Corporate Trust Office
located in the Borough of Manhattan, The City of New York. If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of
this Section 7.09, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 7.09, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article 7.

                  Section 7.10. Resignation and Removal of Trustee; Appointment
of Successor.

                  (a)      No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article 7 shall become
effective until the acceptance of appointment by the successor Trustee under
Section 7.11.

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

                  (c)      The Trustee may be removed at any time by act of the
holders of a majority in principal amount of the outstanding Notes, delivered to
the Trustee and the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of removal, the Trustee being removed may petition any
court of competent jurisdiction for the appointment of a successor.

                  (d)      If at any time:

                           (i)      the Trustee shall fail to comply with
         Section 7.08 after written request therefor by the Company or by any
         Noteholder who has been a bona fide holder of a Note for at least six
         months, or

                           (ii)     the Trustee shall cease to be eligible under
         Section 7.09 and shall fail to resign after written request therefor by
         the Company or by any such Noteholder, or

                                     - 47 -


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

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, 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 6.08, any Noteholder who has been a bona fide holder of a
Note or Notes for at least six (6) months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee.

                  (e)      If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a resolution of the Board of Directors, shall
promptly appoint a successor Trustee. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee shall be appointed by act of the holders of a majority in
principal amount of the outstanding Notes delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee and supersede the
successor Trustee appointed by the Company. If no successor Trustee shall have
been so appointed by the Company or the holders and accepted appointment in the
manner hereinafter provided, any 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 appointment of a
successor Trustee.

                  (f)      The Company shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor Trustee to all
holders in the manner provided in Section 16.03. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

                  (g)      Notwithstanding replacement of the Trustee pursuant
to this Section 7.10, the Company's obligations under Section 7.07 shall
continue for the benefit of the retiring Trustee.

                  Section 7.11. Acceptance of Appointment of Successor. Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on written request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder. Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts.

                                     - 48 -


                  No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article 7.

                  Upon acceptance of appointment by a successor Trustee as
provided in this Section 7.11, the Company (or the former Trustee, at the
written direction and expense of the Company) shall mail or cause to be mailed
notice of the succession of such Trustee hereunder to the holders of Notes at
their addresses as they shall appear on the Note register, which notice shall
include the address of the Corporate Trust Office of such successor Trustee. If
the Company fails to mail such notice within ten (10) days after acceptance of
appointment by the successor Trustee, the successor Trustee shall cause such
notice to be mailed at the expense of the Company.

                  Section 7.12. Merger, Conversion, Consolidation or Succession
to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article 7, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Notes shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Notes so authenticated with the same effect
as if such successor Trustee had itself authenticated such Notes.

                  Section 7.13. Preferential Collection of Claims Against
Company. If and when the Trustee shall be or become a creditor of the Company or
any other obligor upon the Notes, the Trustee shall be subject to the provisions
of the Trust Indenture Act (as if such Act applied) regarding the collection of
the claims against the Company or any such other obligor.

                                  ARTICLE VIII
                                 THE NOTEHOLDERS

                  Section 8.01. Action by Noteholders. Whenever in this
Indenture it is provided that the holders of a specified percentage in aggregate
principal amount of the Notes may take any action (including the making of any
demand or request, the giving of any notice, consent or waiver or the taking of
any other action), the fact that at the time of taking any such action, the
holders of such specified percentage have joined therein may be evidenced (a) by
any instrument or any number of instruments of similar tenor executed by
Noteholders in person or by agent or proxy appointed in writing, or (b) by the
record of the holders of Notes voting in favor thereof at any meeting of
Noteholders duly called and held in accordance with the provisions of Article 9,
or (c) by a combination of such instrument or instruments and any such record of
such a meeting of Noteholders. Whenever the Company or the Trustee solicits the
taking of any action by the holders of the Notes, the Company or the Trustee may
fix in advance of such solicitation, a date as the record date for determining
holders entitled to take such action. The record date shall be not more than
fifteen (15) days prior to the date of commencement of initial solicitation of
such action without giving effect to any extension or amendment of such action
or solicitation.

                                     - 49 -


                  Section 8.02. Proof of Execution by Noteholders. Subject to
the provisions of Sections 7.03 and 9.05, proof of the execution of any
instrument by a Noteholder or its agent or proxy shall be sufficient if made in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. The
holding of Notes shall be proved by the registry of such Notes or by a
certificate of the Note registrar.

                  The record of any Noteholders' meeting shall be proved in the
manner provided in Section 9.06.

                  Section 8.03. Who Are Deemed Absolute Owners. The Company, the
Trustee, any authenticating agent, any paying agent, any Conversion Agent and
any Note registrar may deem the Person in whose name such Note shall be
registered upon the Note register to be, and may treat it as, the absolute owner
of such Note (whether or not such Note shall be overdue and notwithstanding any
notation of ownership or other writing thereon made by any Person other than the
Company or any Note registrar) for the purpose of receiving payment of or on
account of the principal of, and premium, if any, and interest on, such Note,
for conversion of such Note and for all other purposes; and neither the Company
nor the Trustee nor any authenticating agent, any paying agent nor any
Conversion Agent nor any Note registrar shall be affected by any notice to the
contrary. All such payments so made to any holder for the time being, or upon
his order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for monies payable upon any
such Note.

                  Section 8.04. Company-Owned Notes Disregarded. In determining
whether the holders of the requisite aggregate principal amount of Notes have
concurred in any direction, consent, waiver or other action under this
Indenture, Notes which are owned by the Company or any other obligor on the
Notes or any Affiliate of the Company or any other obligor on the Notes shall be
disregarded and deemed not to be outstanding for the purpose of any such
determination; provided that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, consent, waiver or other
action, only Notes which a Officer actually knows are so owned shall be so
disregarded. Notes so owned which have been pledged in good faith may be
regarded as outstanding for the purposes of this Section 8.04 if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right to vote
such Notes and that the pledgee is not the Company, any other obligor on the
Notes or any Affiliate of the Company or any such other obligor. In the case of
a dispute as to such right, any good faith decision by the Trustee taken upon
the advice of counsel shall be full protection to the Trustee. Upon request of
the Trustee, the Company shall furnish to the Trustee promptly an Officers'
Certificate listing and identifying all Notes, if any, known by the Company to
be owned or held by or for the account of any of the above described Persons,
and, subject to Section 7.03, the Trustee shall be entitled to accept such
Officers' Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Notes not listed therein are outstanding for the purpose of
any such determination.

                  Section 8.05. Revocation of Consents, Future Holders Bound. At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the holders of the percentage in
aggregate principal amount of the Notes specified in this Indenture in
connection with such action, any holder of a Note which is shown by the

                                     - 50 -


evidence to be included in the Notes the holders of which have consented to such
action may, by filing written notice with the Trustee at its Corporate Trust
Office and upon proof of holding as provided in Section 8.02, revoke such action
so far as concerns such Note. Except as aforesaid, any such action taken by the
holder of any Note shall be a continuing action and conclusive and binding upon
such holder and upon all future holders and owners of such Note and of any Notes
issued in exchange or substitution therefor, irrespective of whether any
notation in regard thereto is made upon such Note or any Note issued in exchange
or substitution therefor. An amendment, supplement or waiver becomes effective
in accordance with its terms and thereafter binds every holder.

                                   ARTICLE IX
                             MEETINGS OF NOTEHOLDERS

                  Section 9.01. Purpose of Meetings. A meeting of Noteholders
may be called at any time and from time to time pursuant to the provisions of
this Article 9 for any of the following purposes:

                  (1)      to give any notice to the Company or to the Trustee
         or to give any directions to the Trustee permitted under this
         Indenture, or to consent to the waiving of any default or Event of
         Default hereunder and its consequences, or to take any other action
         authorized to be taken by Noteholders pursuant to any of the provisions
         of Article 6;

                  (2)      to remove the Trustee and nominate a successor
         Trustee pursuant to the provisions of Article 7;

                  (3)      to consent to the execution of an indenture or
         indentures supplemental hereto pursuant to the provisions of Section
         10.02; or

                  (4)      to take any other action authorized to be taken by or
         on behalf of the holders of any specified aggregate principal amount of
         the Notes under any other provision of this Indenture or under
         applicable law.

                  Section 9.02. Call of Meetings by Trustee. At the Company's
expense, the Trustee may at any time call a meeting of Noteholders to take any
action specified in Section 9.01, to be held at such time and at such place as
the Trustee shall determine. Notice of every meeting of the Noteholders, setting
forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting and the establishment of any record date
pursuant to Section 8.01, shall be mailed to holders of Notes at their addresses
as they shall appear on the Note register. Such notice shall also be mailed to
the Company. Such notices shall be mailed not less than twenty (20) nor more
than ninety (90) days prior to the date fixed for the meeting.

                  Any meeting of Noteholders shall be valid without notice if
the holders of all Notes then outstanding are present in person or by proxy or
if notice is waived before or after the meeting by the holders of all Notes
outstanding, and if the Company and the Trustee are either present by duly
authorized representatives or have, before or after the meeting, waived notice.

                                     - 51 -


                  Section 9.03. Call of Meetings by Company or Noteholders. In
case at any time the Company, pursuant to a resolution of its Board of
Directors, or the holders of at least twenty-five (25%) in aggregate principal
amount of the Notes then outstanding, shall have requested the Trustee to call a
meeting of Noteholders, by written request setting forth in reasonable detail
the action proposed to be taken at the meeting, and the Trustee shall not have
mailed the notice of such meeting within twenty (20) days after receipt of such
request, then the Company or such Noteholders may determine the time and the
place for such meeting and may call such meeting to take any action authorized
in Section 9.01, by mailing notice thereof as provided in Section 9.02.

                  Section 9.04. Qualifications for Voting. To be entitled to
vote at any meeting of Noteholders a person shall (a) be a holder of one or more
Notes on the record date pertaining to such meeting or (b) be a person appointed
by an instrument in writing as proxy by a holder of one or more Notes on the
record date pertaining to such meeting. The only persons who shall be entitled
to be present or to speak at any meeting of Noteholders shall be the persons
entitled to vote at such meeting and their counsel and any representatives of
the Trustee and its counsel and any representatives of the Company and its
counsel.

                  Section 9.05. Regulations. Notwithstanding any other
provisions of this Indenture, the Trustee may make such reasonable regulations
as it may deem advisable for any meeting of Noteholders, in regard to proof of
the holding of Notes and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.

                  The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Noteholders as provided in Section 9.03, in which case the
Company or the Noteholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the holders of a majority
in principal amount of the Notes represented at the meeting and entitled to vote
at the meeting except that any meeting called by the Company shall be chaired by
a representative of the Company and any meeting called by the Trustee may, at
the Trustee's election, be chaired by the Trustee.

                  Subject to the provisions of Section 8.04, at any meeting each
Noteholder or proxyholder shall be entitled to one vote for each $1,000
principal amount of Notes held or represented by him. If any vote cast or
counted or proposed to be cast or counted is challenged on the ground that such
Note is not outstanding, or does not comply with the provisions of Section 9.04,
the chairman of the meeting shall determine whether the holder of such Note is
authorized to act. The chairman of the meeting shall have no right to vote other
than by virtue of Notes held by him or instruments in writing as aforesaid duly
designating him as the proxy to vote on behalf of other Noteholders. Any meeting
of Noteholders duly called pursuant to the provisions of Section 9.02 or 10.02
may be adjourned from time to time by the holders of a majority of the aggregate
principal amount of Notes represented at the meeting, whether or not
constituting a quorum, and the meeting may be held as so adjourned without
further notice.

                                     - 52 -


                  Section 9.06. Voting. The vote upon any resolution submitted
to any meeting of Noteholders shall be by written ballot on which shall be
subscribed the signatures of the holders of Notes or of their representatives by
proxy and the outstanding principal amount of the Notes held or represented by
them. The permanent chairman of the meeting shall appoint two inspectors of
votes who shall be representatives of the Trustee, and who shall count all votes
cast at the meeting for or against any resolution and who shall make and file
with the secretary of the meeting their verified written reports in duplicate of
all votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Noteholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was mailed as provided in Section 9.02. The record
shall show the principal amount of the Notes voting in favor of or against any
resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one of the duplicates shall
be delivered to the Company and the other to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.

                  Any record so signed and verified shall be conclusive evidence
of the matters therein stated, absent manifest error.

                  Section 9.07. No Delay of Rights by Meeting. Nothing contained
in this Article 9 shall be deemed or construed to authorize or permit, by reason
of any call of a meeting of Noteholders or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any right or rights conferred upon or reserved to the Trustee or to the
Noteholders under any of the provisions of this Indenture or of the Notes.

                                   ARTICLE X
                            SUPPLEMENTAL INDENTURES

                  Section 10.01. Supplemental Indentures Without Consent of
Noteholders. The Company, when authorized by the resolutions of the Board of
Directors, and the Trustee may, from time to time, and at any time enter into an
indenture or indentures supplemental hereto for one or more of the following
purposes:

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

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

                  (c)      to evidence or provide for the acceptance of
         appointment hereunder by a successor Trustee with respect to the Notes;
         or

                  (d)      to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other
         provision herein, or to make any other


                                     - 53 -

         provisions with respect to matters or questions arising under this
         Indenture, which shall not be inconsistent with the provisions of this
         Indenture; or

                  (e)      to add to, change or eliminate any of the provisions
         of this Indenture to permit or facilitate the issuance of Global Notes
         and matters related thereto, provided that such action pursuant to this
         clause (e) shall not adversely affect the interests of the Holders in
         any material respect; or

                  (f)      make provision with respect to the conversion rights
         of the holders of Notes pursuant to the requirements of Section 14.06
         and the redemption obligations of the Company pursuant to the
         requirements of Section 3.05(e);

                  (g)      to provide for the issuance of Additional Notes in
         accordance with the provisions of this Indenture; or

                  (h)      to modify or amend any of the provisions of this
         Indenture to permit the qualification of this Indenture under the Trust
         Indenture Act.

                  Upon the written request of the Company, accompanied by a copy
of the resolutions of the Board of Directors certified by its Secretary or
Assistant Secretary authorizing the execution of any supplemental indenture, the
Trustee is hereby authorized to join with the Company in the execution of any
such supplemental indenture, to make any further appropriate agreements and
stipulations that may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, enter into any supplemental indenture
that affects the Trustee's own rights, duties, liabilities or immunities under
this Indenture or otherwise.

                  Any supplemental indenture authorized by the provisions of
this Section 10.01 may be executed by the Company and the Trustee without the
consent of the holders of any of the Notes at the time outstanding,
notwithstanding any of the provisions of Section 10.02.

                  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 10.02. Supplemental Indenture with Consent of
Noteholders. With the consent (evidenced as provided in Article 8) of the
holders of not less than a majority in aggregate principal amount of the Notes
at the time outstanding, the Company, when authorized by the resolutions of the
Board of Directors, 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 changing in any manner or eliminating any of the
provisions of this Indenture or any supplemental indenture or of modifying in
any manner the rights of the holders of the Notes; provided that no such
supplemental indenture shall (i) extend the fixed maturity of any Note or reduce
the rate or extend the time of payment of interest thereon or reduce the
principal amount thereof or premium, if any, thereon or reduce any amount
payable on redemption or repurchase thereof or impair the right of any
Noteholder to institute suit for the payment thereof or make the principal
thereof or interest or premium, if any, thereon payable in any coin or currency
or

                                     - 54 -


payable at any place other than that provided in this Indenture or the Notes, or
change the obligation of the Company to redeem any Note on a redemption date in
a manner adverse to the holders of Notes or change the obligation of the Company
to redeem any Note upon the happening of a Fundamental Change in a manner
adverse to the holders of Notes or change the obligation of the Company to
repurchase any Note on a Repurchase Date in a manner adverse to the holders of
Notes or reduce the Conversion Rate, otherwise than in accordance with the terms
of this Indenture, or impair the right to convert the Notes into Common Stock
subject to the terms set forth herein, including Section 14.06 or adversely
modify, in any material respect, the provisions of Article 15, or reduce the
quorum or the voting requirements under the Indenture, or modify any of the
provisions of this Section 10.02 or Section 6.07, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the holder of each Note so
affected, or change any obligation of the Company to maintain an office or
agency in the places and for the purposes set forth in Section 4.01, in each
case, without the consent of the holder of each Note so affected or (ii) reduce
the aforesaid percentage of Notes, the holders of which are required to consent
to any such supplemental indenture or to waive any past Event of Default,
without the consent of the holders of all Notes affected thereby.

                  Subject to Section 10.05, upon the written request of the
Company, accompanied by a copy of the resolutions of the Board of Directors
certified by its Secretary or Assistant Secretary authorizing the execution of
any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of Noteholders as aforesaid, the Trustee shall join with
the Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties, liabilities or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental
indenture.

                  It shall not be necessary for the consent of the Noteholders
under this Section 10.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.

                  Section 10.03. Effect of Supplemental Indenture. Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article 10, this Indenture shall be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitation of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Notes shall thereafter be determined, exercised and
enforced hereunder, subject in all respects to such modifications and amendments
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

                  Section 10.04. Notation on Notes. Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article 10 may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Notes so modified as to conform,
in the opinion of the Trustee and the Company, to any modification of this
Indenture contained in any such supplemental indenture may, at the Company's
expense, be prepared and executed by the Company, authenticated by the Trustee
(or an authenticating agent duly

                                     - 55 -


appointed by the Trustee pursuant to Section 16.11) and delivered in exchange
for the Notes then outstanding, upon surrender of such Notes then outstanding.

                  Section 10.05. Evidence of Compliance of Supplemental
Indenture to Be Furnished to Trustee. Prior to entering into any supplemental
indenture, the Trustee may request an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
hereto complies with the requirements of this Article 10.

                                   ARTICLE XI
                           MERGER, CONSOLIDATION, ETC.

                  Section 11.01. Mergers, Consolidations and Certain Transfers,
Leases and Acquisitions of Assets. The Company shall not consolidate with or
merge into any other Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, unless:

                  (a)      in case the Company shall consolidate with or merge
         into another Person or convey, transfer or lease its properties and
         assets substantially as an entirety to any Person, the Person formed by
         such consolidation or into which the Company is merged or the Person
         which acquires by conveyance or transfer, or which leases, the
         properties and assets of the Company substantially as an entirety shall
         be a corporation, shall be organized and validly existing under the
         laws of the United States of America or any jurisdiction thereof and
         shall expressly assume, by an indenture supplemental hereto, executed
         and delivered to the Trustee, in form satisfactory to the Trustee, the
         due and punctual payment of the principal of, and premium, if any, and
         interest on, all the Notes and the performance or observance of every
         covenant and obligation of this Indenture, the Notes and the
         Registration Rights Agreement on the part of the Company to be
         performed or observed; and

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

                  Section 11.02. Successor to Be Substituted. Upon any
consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 11.01, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Notes.

                  Section 11.03. Opinion of Counsel to Be Given Trustee. The
Trustee shall receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale, conveyance or
lease and any such assumption complies with the provisions of this Article 11.

                                     - 56 -


                                   ARTICLE XII
                     SATISFACTION AND DISCHARGE OF INDENTURE

                  Section 12.01. Discharge of Indenture. When:

                  (a)      either:

                           (i)      the Company shall have delivered 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, or

                           (ii)     all the Notes not theretofore canceled or
                  delivered to the Trustee for cancellation shall have become
                  due and payable, or are by their terms to become due and
                  payable within one year or are to be called for redemption
                  within one year under arrangements satisfactory to the Trustee
                  for the giving of notice of redemption, and the Company shall
                  deposit with the Trustee, in trust, funds sufficient to pay at
                  maturity or upon redemption or repurchase of all of the Notes
                  (other than any Notes that shall have been mutilated,
                  destroyed, lost or stolen and in lieu of or in substitution
                  for which other Notes shall have been authenticated and
                  delivered) not theretofore canceled or delivered to the
                  Trustee for cancellation, including principal, premium, if
                  any, and interest due or to become due to such date of
                  maturity or redemption date or Repurchase Date, as the case
                  may be, accompanied by a verification report, as to the
                  sufficiency of the deposited amount, from an independent
                  certified accountant or other financial professional
                  satisfactory to the Trustee, and

                  (b)      the Company shall pay or cause to be paid all other
         sums payable hereunder by the Company, as the case may be, and

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

then this Indenture shall cease to be of further effect (except that in the case
of clause (a)(ii) above, Articles 2, 3, 12 and 14 and Sections 4.01, 4.02, 7.01
and 7.03 through 7.12 shall survive until no Note remains outstanding). The
rights, obligations and immunities of the Trustee hereunder shall survive any
discharge pursuant to this Section 12.01, and Section 7.07 shall survive the
termination of this Indenture. The Trustee, on written demand of the Company
accompanied by the aforementioned Officers' Certificate and an Opinion of
Counsel shall, at the cost and expense of the Company, execute proper
instruments acknowledging the satisfaction and discharge of this Indenture; the
Company, however, hereby agrees to reimburse the Trustee for any costs or
expenses thereafter reasonably and properly incurred by the Trustee (including
the reasonable fees and expenses of its counsel) and to compensate the Trustee
for any services thereafter reasonably and properly rendered by the Trustee in
connection with this Indenture or the Notes.

                                     - 57 -


                  Section 12.02. Deposited Monies to Be Held in Trust by
Trustee. Subject to Section 12.04, all monies deposited with the Trustee
pursuant to Section 12.01, shall be held in trust for the sole benefit of the
Noteholders, and such monies shall be applied by the Trustee to the payment,
either directly or through any paying agent (including the Company if acting as
the paying agent), to the holders of the particular Notes for the payment or
redemption of which such monies have been deposited with the Trustee, of all
sums due and to become due thereon for principal, premium, if any, and interest.

                  Section 12.03. Paying Agent to Repay Monies Held. Upon the
satisfaction and 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
Company, 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 12.04. Return of Unclaimed Monies. Subject to the
requirements of applicable law and this Indenture, any monies deposited with or
paid to the Trustee for payment of the principal of, or premium, if any, 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 premium, if
any, or interest on, such Notes, as the case may be, shall have become due and
payable, shall be repaid to the Company by the Trustee on demand and all
liability of the Trustee shall thereupon cease with respect to such monies; and
the holder of any of the Notes shall thereafter look only to the Company for any
payment that such holder may be entitled to collect unless an applicable
abandoned property law designates another Person.

                  Section 12.05. Reinstatement. If the Trustee or the paying
agent is unable to apply any money in accordance with Section 12.02 by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's obligations
under this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 12.01 until such time as the Trustee or
the paying agent is permitted to apply all such money in accordance with Section
12.02; provided that if the Company makes any payment of interest on or
principal of any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the holders of such Notes to
receive such payment from the money held by the Trustee or paying agent.

                                  ARTICLE XIII
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

                  Section 13.01. Indenture and Notes Solely Corporate
Obligations. No recourse for the payment of the principal of, or premium, if
any, or interest on, any Note, or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company or the Trustee, respectively, in this Indenture or in
any supplemental indenture or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, agent, officer, director or subsidiary, as such, past,
present or future, of the Company or the Trustee, respectively, or of any
respective successor corporation, either directly or through the Company or the
Trustee, respectively, or any respective successor corporation, whether by
virtue of any

                                     - 58 -


constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of the Notes.

                                   ARTICLE XIV
                               CONVERSION OF NOTES

                  Section 14.01. Right to Convert

                  (a)      Subject to and upon compliance with the provisions of
this Indenture, the holder of any Note shall have the right, at such holder's
option, to convert the principal amount of the Note, or any portion of such
principal amount which is a multiple of $1,000, into fully paid and
non-assessable shares of Common Stock (as such shares shall then be constituted)
at the Conversion Rate in effect at such time, by surrender of the Note so to be
converted in whole or in part, together with any required funds under the
circumstances described in this Section 14.01, in the manner provided in Section
14.02. The Notes shall be convertible only upon the occurrence of one of the
following events:

                           (i)      during any fiscal quarter commencing after
         March 31, 2004, if the Closing Sale Price exceeds 120% of the
         Conversion Price for at least 20 Trading Days in the 30 consecutive
         Trading Day period ending on the last Trading Day of the immediately
         preceding fiscal quarter (it being understood for purposes of this
         Section 14.01(a)(i) that the Conversion Price in effect at the close of
         business on each of the 30 consecutive Trading Days should be used and
         such calculation shall give effect to any event referred to in Section
         14.05 or 14.06 occurring during such 30 Trading Day period);

                           (ii)     during each of the five Business Day period
         immediately after any five consecutive Trading Day period in which the
         Trading Price per $1,000 principal amount of the Notes for each day of
         such five Trading Day period was less than 98% of the product of the
         Closing Sale Price on the applicable date and the Conversion Rate;
         provided, however, the Notes shall not be convertible pursuant to this
         Section 14.01(a)(ii) after December 31, 2028 if on any Trading Day
         during such five Trading Day period the Closing Sale Price was between
         100% and 120% of the then current Conversion Price (it being understood
         for purposes of this Section 14.01(a)(ii) that the Conversion Rate in
         effect at the close of business on each of the five consecutive Trading
         Days should be used and such calculation shall give effect to any event
         referred to in Section 14.05 or 14.06 occurring during such five
         Trading Day period);

                           (iii)    if such Note has been called for redemption,
         at any time on or after the date the notice of redemption has been
         given until the close of business on the Business Day immediately
         preceding the redemption date; or

                           (iv)     as provided in Section (b) of this Section
         14.01.

                                     - 59 -


                  Upon receipt by the Conversion Agent of a demand for
conversion from a Noteholder pursuant to clause (i) of this Section, the
Conversion Agent shall inform the Company of such request and the Company shall
thereupon furnish to the Conversion Agent an Officer's Certificate stating
whether the Notes are then convertible pursuant to clause (i) of this Section
and setting forth in reasonable detail the Company's basis for such
determination. Upon receipt of such Officer's Certificate, then the Conversion
Agent shall promptly deliver written notice thereof to the Company (and, if the
Conversion Agent is other than the Trustee, to the Trustee). In any event, the
Company shall be obligated at all times to determine whether the Notes shall be
convertible as a result of the occurrence of an event specified in clause (i) of
this Section. Whenever the Notes shall become convertible pursuant to this
Section 14.01, the Company or, at the Company's written request, the Trustee in
the name and at the expense of the Company, shall notify the holders of the
event triggering such convertibility in the manner provided in Section 16.03,
and the Company shall also publicly announce such information and publish it on
the Company's web site. Any notice so given shall be conclusively presumed to
have been duly given, whether or not the holder receives such notice.

                  The Trustee (or other Conversion Agent appointed by the
Company) shall have no obligation to determine the Trading Price under clause
(ii) of this Section 14.01 unless the Company has requested in writing such a
determination; and the Company shall have no obligation to make such request
unless a holder provides it with reasonable evidence that the Trading Price per
$1,000 principal amount of Notes would be less than 98% of the product of the
Closing Sale Price and the Conversion Rate. If such evidence is provided, the
Company shall request in writing that the Trustee (or other Conversion Agent)
determine the Trading Price of the Notes beginning on the next Trading Day and
on each successive Trading Day until the Trading Price per $1,000 principal
amount of Notes is greater than or equal to 98% of the product of the Closing
Sale Price and the Conversion Rate. The Trustee shall not be liable for its
determination of the Trading Price in compliance with the methodology set forth
in this Section 14.01, except for any negligence or willful misconduct of the
Trustee in making such determination.

                  (b)      In addition, if:

                           (i)      (A)     the Company distributes to all
                  holders of its Common Stock rights or warrants entitling them
                  (for a period expiring within 45 days of the record date for
                  the determination of the stockholders entitled to receive such
                  distribution) to subscribe for or purchase shares of Common
                  Stock, at a price per share less than the average of the
                  Closing Sale Price for the ten Trading Days immediately
                  preceding, but not including, the date such distribution is
                  first publicly announced by the Company, or

                                    (B)      the Company distributes to all
                  holders of its Common Stock, assets (including cash), debt
                  securities or rights to purchase its securities, where the
                  Fair Market Value of such distribution per share of Common
                  Stock exceeds 5% of the Closing Sale Price on the Trading Day
                  immediately preceding the date such distribution is first
                  publicly announced by the Company,

                                     - 60 -


         then, in either case, the Notes may be surrendered for conversion at
         any time on and after the date that the Company gives notice to the
         holders of such distribution, which shall be not less than 20 days
         prior to the Ex-Dividend Time for such distribution, until the earlier
         of the close of business on the Business Day immediately preceding, but
         not including, the Ex-Dividend Time or the date the Company publicly
         announces that such distribution will not take place; provided that no
         adjustment to the Conversion Rate or the ability of a holder of a Note
         to convert will be made if the holder will otherwise participate in
         such distribution without conversion; or

                           (ii)     the Company consolidates with, or merges
         with or into, another Person or is a party to a binding share exchange
         or conveys, transfers, sells, leases or otherwise disposes of all or
         substantially all of its properties and assets, in each case, pursuant
         to which the Common Stock would be converted into cash, securities or
         other property, then the Notes may be surrendered for conversion at any
         time from and after the date fifteen (15) days prior to the anticipated
         effective date of the transaction and ending on and including the date
         fifteen (15) days after the consummation of the transaction. The Board
         of Directors shall determine the anticipated effective date of the
         transaction, and such determination shall be conclusive and binding on
         the holders and shall be publicly announced by the Company and posted
         on its web site not later than two Business Day prior to such 15th day.

                  "EX-DIVIDEND TIME" means, with respect to any distribution on
shares of Common Stock, the first date on which the Common Stock trades, regular
way, on the principal securities market on which the Common Stock are then
traded without the right to receive such distribution.

                  (c)      A Note in respect of which a holder is electing to
exercise its option to require redemption upon a Fundamental Change pursuant to
Section 3.05(a) or repurchase pursuant to Section 3.06 may be converted only if
such holder withdraws its election in accordance with Section 3.05(b) or Section
3.08, respectively. A holder of Notes is not entitled to any rights of a holder
of Common Stock until such holder has converted his Notes to Common Stock, and
only to the extent such Notes are deemed to have been converted to Common Stock
under this Article 14.

                  Section 14.02. Conversion Procedures. To convert a Note, a
holder must (a) complete and manually sign the Conversion Notice or a facsimile
of the Conversion Notice (a "CONVERSION NOTICE") in the form set forth on the
reverse of the Note and deliver such notice to the Conversion Agent, (b)
surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements
and transfer documents if required by the Registrar or the Conversion Agent, (d)
pay any transfer or similar tax, if required and (e) if required, pay funds
equal to the interest payable on the next interest payment date. The date,
within the time periods set forth in Section 14.01, on which the holder
satisfies all of those requirements is the "CONVERSION DATE." Except as provided
in Section 14.05(j), the Company shall deliver to the holder through the
Conversion Agent, as promptly as practicable following the Conversion Date, a
certificate for the number of whole shares of Common Stock issuable upon the
conversion and, if applicable, cash in lieu of any fractional shares pursuant to
Section 14.03.

                                     - 61 -


                  In the case of a Global Note, the Conversion Notice shall be
completed by a Depositary participant on behalf of the beneficial holder.
Conversion Notices may be delivered and such Notes may be surrendered for
conversion in accordance with the applicable procedures of the Depositary as in
effect from time to time. In order to cause a Depositary participant to complete
a Conversion Notice, a beneficial holder must complete, or cause to be
completed, the appropriate instruction form for conversion pursuant to the
Depositary's book-entry conversion program. The Person in whose name the Common
Stock certificate is registered shall be deemed to be a shareholder of record at
the close of business on the applicable Conversion Date; provided, however, that
if any such date is a date when the stock transfer books of the Company are
closed, such Person shall be deemed a shareholder of record as of the next date
on which the stock transfer books of the Company are open.

                  No payment or adjustment shall be made for dividends on, or
other distributions with respect to, any Common Stock except as provided in this
Article 14. On conversion of a Note, except for conversion during the period
from the close of business on any record date immediately preceding any interest
payment date to the close of business on the Business Day immediately preceding
such interest payment date, in which case the holder on such record date shall
receive the interest payable on such interest payment date, that portion of
accrued and unpaid interest on the converted Note attributable to the period
from the most recent interest payment date (or, if no interest payment date has
occurred, from the date of original issuance of the Notes) through the
Conversion Date shall not be cancelled, extinguished or forfeited, but rather
shall be deemed to be paid in full to the holder thereof through delivery of the
Common Stock (together with the cash payment, if any, in lieu of fractional
shares) in exchange for the Note being converted pursuant to the provisions
hereof, and the Fair Market Value of such shares of Common Stock (together with
any such cash payment in lieu of fractional shares) shall be treated as issued,
to the extent thereof, first in exchange for accrued and unpaid interest accrued
through the Conversion Date and the balance, if any, of such Fair Market Value
of such Common Stock (and any such cash payment) shall be treated as issued in
exchange for the principal amount of the Note being converted pursuant to the
provisions hereof.

                  If a holder converts more than one Note at the same time, the
number of shares of Common Stock issuable upon the conversion shall be based on
the aggregate principal amount of Notes converted.

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

                  Notes or portions thereof surrendered for conversion during
the period from the close of business on any record date immediately preceding
any interest payment date to the close of business on the Business Day
immediately preceding such interest payment date shall be accompanied by payment
to the Company or its order, in immediately available funds or other funds
acceptable to the Company, of an amount equal to the interest payable on such
interest payment date with respect to the principal amount of Notes or portions
thereof being surrendered for conversion; provided that no such payment need be
made if (1) the Company has specified a redemption date that occurs during the
period from the close of business on a record date to the close of business on
the Business Day immediately preceding the interest payment date to which

                                     - 62 -


such record date relates, (2) the Company has specified a Fundamental Change
Redemption Date during such period or (3) any overdue interest exists on the
Conversion Date with respect to the Notes converted, but only to the extent of
overdue interest.

                  Section 14.03. Cash Payments in Lieu of Fractional Shares. No
fractional shares of Common Stock or scrip certificates representing fractional
shares shall be issued upon conversion of Notes. If more than one Note shall be
surrendered for conversion at one time by the same holder, the number of full
shares that shall be issuable upon conversion shall be computed on the basis of
the aggregate principal amount of the Notes (or specified portions thereof to
the extent permitted hereby) so surrendered. If any fractional share of stock
would be issuable upon the conversion of any Note or Notes, the Company shall
make an adjustment and payment therefor in cash at the current market price
thereof to the holder of Notes. For purposes of this Section 14.03, the "CURRENT
MARKET PRICE" of a share of Common Stock shall be the Closing Sale Price on the
last Business Day immediately preceding the day on which the Notes (or specified
portions thereof) are deemed to have been converted.

                  Section 14.04. Conversion Rate. Each $1,000 principal amount
of the Notes shall be convertible into the number of shares of Common Stock
specified in the form of Note (herein called the "CONVERSION RATE") attached as
Exhibit A hereto, subject to adjustment as provided in this Article 14.

                  Section 14.05. Adjustment of Conversion Rate. The Conversion
Rate shall be adjusted from time to time by the Company as follows:

                  (a)      In case the Company shall hereafter pay a dividend or
make a distribution to all holders of the outstanding Common Stock in shares of
Common Stock, the Conversion Rate shall be increased so that the same shall
equal the rate determined by multiplying the Conversion Rate in effect at the
opening of business on the date following the date fixed for the determination
of stockholders entitled to receive such dividend or other distribution by a
fraction,

                           (i)      the numerator of which shall be the sum of
                  the number of shares of Common Stock outstanding at the close
                  of business on the date fixed for the determination of
                  stockholders entitled to receive such dividend or other
                  distribution plus the total number of shares of Common Stock
                  constituting such dividend or other distribution; and

                           (ii)     the denominator of which shall be the number
                  of shares of Common Stock outstanding at the close of business
                  on the date fixed for such determination,

such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. If any dividend or
distribution of the type described in this Section 14.05(a) is declared but not
so paid or made, the Conversion Rate shall again be adjusted to the Conversion
Rate that would then be in effect if such dividend or distribution had not been
declared.

                  (b)      In case the Company shall issue rights or warrants to
all holders of its outstanding shares of Common Stock entitling them (for a
period expiring within forty-five (45)

                                     - 63 -


days after the date fixed for determination of stockholders entitled to receive
such rights or warrants) to subscribe for or purchase shares of Common Stock at
a price per share less than the Average Market Price on the date such issuance
is first publicly announced by the Company, the Conversion Rate shall be
increased so that the same shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to the date fixed for determination
of stockholders entitled to receive such rights or warrants by a fraction,

                           (i)      the numerator of which shall be the number
                  of shares of Common Stock outstanding at the close of business
                  on the date fixed for determination of stockholders entitled
                  to receive such rights or warrants plus the total number of
                  additional shares of Common Stock offered for subscription or
                  purchase, and

                           (ii)     the denominator of which shall be the sum of
                  the number of shares of Common Stock outstanding at the close
                  of business on the date fixed for determination of
                  stockholders entitled to receive such rights or warrants plus
                  the number of shares that the aggregate offering price of the
                  total number of shares so offered would purchase at such
                  Average Market Price.

                  Such adjustment shall be successively made whenever any such
rights or warrants are issued, and shall become effective immediately after the
opening of business on the day following the date fixed for determination of the
stockholders entitled to receive such rights or warrants. To the extent that
shares of Common Stock are not delivered after the expiration of such rights or
warrants, the Conversion Rate shall be readjusted to the Conversion Rate that
would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made on the basis of delivery of only the number of
shares of Common Stock actually delivered. If such rights or warrants are not so
issued, the Conversion Rate shall again be adjusted to be the Conversion Rate
that would then be in effect if such date fixed for determination of
stockholders entitled to receive such rights or warrants had not been so fixed.
In determining whether any rights or warrants entitle the holders to subscribe
for or purchase shares of Common Stock at less than such Average Market Price,
and in determining the aggregate offering price of such shares of Common Stock,
there shall be taken into account any consideration received by the Company for
such rights or warrants and any amount payable on exercise or conversion
thereof, the value of such consideration, if other than cash, to be determined
by the Board of Directors.

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

                  (d)      In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock shares of any class of capital
stock of the Company or evidences of

                                     - 64 -


its indebtedness or assets (including cash and securities, but excluding any
rights or warrants referred to in Section 14.05(b), and excluding any dividend
or distribution referred to in Section 14.05(a) (any of the foregoing
hereinafter in this Section 14.05(d)) called the "DISTRIBUTION")), then, in each
such case (unless the Company elects to reserve such Distribution for
distribution to the Noteholders upon the conversion of the Notes so that any
such holder converting Notes will receive upon such conversion, in addition to
the shares of Common Stock to which such holder is entitled, the amount and kind
of such Distribution which such holder would have received if such holder had
converted its Notes into Common Stock immediately prior to the Record Date), the
Conversion Rate shall be increased so that the same shall be equal to the rate
determined by multiplying the Conversion Rate in effect at the close of business
on the Record Date with respect to such distribution by a fraction,

                           (i)      the numerator of which shall be the Average
                  Market Price on such Record Date, and

                           (ii)     the denominator of which shall be the
                  Average Market Price on such Record Date less (A) in the case
                  of Distributions other than cash, the Fair Market Value (as
                  determined by the Board of Directors, whose determination
                  shall be conclusive, and described in a resolution of the
                  Board of Directors) on the Record Date of the portion of such
                  Distributions applicable to one share of Common Stock and (B)
                  in the case of Distributions of cash, the amount of such
                  Distributions applicable to one share of Common Stock,

such adjustment to become effective immediately prior to the opening of business
on the day following such Record Date; provided that if the then Fair Market
Value (as so determined) of the portion of the Distribution so distributed
applicable to one share of Common Stock is equal to or greater than the Average
Market Price on the Record Date, in lieu of the foregoing adjustment, adequate
provision shall be made so that each Noteholder shall have the right to receive
upon conversion the amount of Distribution such holder would have received had
such holder converted each Note on the Record Date. A holder who converts a Note
pursuant to Section 14.01(b) shall not be entitled to any adjustment to the
Conversion Rate with respect to such Note so converted. If such dividend or
distribution is not so paid or made, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared. If the Board of Directors determines the
Fair Market Value of any distribution for purposes of this Section 14.05(d) by
reference to the actual or when issued trading market for any securities, it
must in doing so consider the prices in such market over the same period used in
computing the Average Market Price on the applicable Record Date.
Notwithstanding the foregoing, if the Distribution distributed by the Company to
all holders of its Common Stock consists of capital stock of, or similar equity
interests in, a Subsidiary or other business unit, the Conversion Rate shall be
increased so that the same shall be equal to the rate determined by multiplying
the Conversion Rate in effect on the Record Date with respect to such
distribution by a fraction:

                           (i)      the numerator of which shall be the sum of
                  (x) the average Closing Sale Price over the ten consecutive
                  Trading Day period (the "SPINOFF VALUATION PERIOD") commencing
                  on and including the fifth Trading Day after the date on which
                  "ex-dividend trading" commences on the Common Stock on the
                  Nasdaq

                                     - 65 -


                  National Market System or such other national or regional
                  exchange or market on which the Common Stock is then listed or
                  quoted and (y) the average Fair Market Value (as determined by
                  the Board of Directors, whose determination shall be
                  conclusive, and described in a resolution of the Board of
                  Directors) over the Spinoff Valuation Period of the portion of
                  the Distribution so distributed applicable to one share of
                  Common Stock; and

                           (ii)     the denominator of which shall be the
                  average Closing Sale Price over the Spinoff Valuation Period,

such adjustment to become effective immediately prior to the opening of business
on the day following such Record Date; provided that the Company may in lieu of
the foregoing adjustment make adequate provision so that each Noteholder shall
have the right to receive upon conversion the amount of Distribution such holder
would have received had such holder converted each Note on the Record Date with
respect to such distribution.

                  Rights or warrants distributed by the Company to all holders
of Common Stock entitling the holders thereof to subscribe for or purchase
shares of the Company's capital stock (either initially or under certain
circumstances), which rights or warrants, until the occurrence of a specified
event or events ("TRIGGER EVENT"): (i) are deemed to be transferred with such
shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in
respect of future issuances of Common Stock, shall be deemed not to have been
distributed for purposes of this Section 14.05 (and no adjustment to the
Conversion Rate under this Section 14.05 will be required) until the occurrence
of the earliest Trigger Event, whereupon such rights and warrants shall be
deemed to have been distributed and an appropriate adjustment (if any is
required) to the Conversion Rate shall be made under this Section 14.05(d). If
any such right or warrant, including any such existing rights or warrants
distributed prior to the date of this Indenture, are subject to events, upon the
occurrence of which such rights or warrants become exercisable to purchase
different securities, evidences of indebtedness or other assets, then the date
of the occurrence of any and each such event shall be deemed to be the date of
distribution and record date with respect to new rights or warrants with such
rights (and a termination or expiration of the existing rights or warrants
without exercise by any of the holders thereof). In addition, in the event of
any distribution (or deemed distribution) of rights or warrants, or any Trigger
Event or other event (of the type described in the preceding sentence) with
respect thereto that was counted for purposes of calculating a distribution
amount for which an adjustment to the Conversion Rate under this Section 14.05
was made, (1) in the case of any such rights or warrants that shall all have
been redeemed or repurchased without exercise by any holders thereof, the
Conversion Rate shall be readjusted upon such final redemption or repurchase to
give effect to such distribution or Trigger Event, as the case may be, as though
it were a cash distribution, equal to the per share redemption or repurchase
price received by a holder or holders of Common Stock with respect to such
rights or warrants (assuming such holder had retained such rights or warrants),
made to all holders of Common Stock as of the date of such redemption or
repurchase, and (2) in the case of such rights or warrants that shall have
expired or been terminated without exercise by any holders thereof, the
Conversion Rate shall be readjusted as if such rights and warrants had not been
issued.

                                     - 66 -


                  No adjustment of the Conversion Rate shall be made pursuant to
this Section 14.05(d) in respect of rights or warrants distributed or deemed
distributed on any Trigger Event to the extent that such rights or warrants are
actually distributed, or reserved by the Company for distribution to holders of
Notes upon conversion by such holders of Notes to Common Stock.

                  For purposes of this Section 14.05(d) and Section 14.05(a) and
(b), any dividend or distribution to which this Section 14.05(d) is applicable
that also includes shares of Common Stock, or rights or warrants to subscribe
for or purchase shares of Common Stock (or both), shall be deemed instead to be
(1) a dividend or distribution of the evidences of indebtedness, assets or
shares of capital stock other than such shares of Common Stock or rights or
warrants (and any Conversion Rate adjustment required by this Section 14.05(d)
with respect to such dividend or distribution shall then be made) immediately
followed by (2) a dividend or distribution of such shares of Common Stock or
such rights or warrants (and any further Conversion Rate adjustment required by
Sections 14.05(a) and (b) with respect to such dividend or distribution shall
then be made), except

                           (A)      the Record Date of such dividend or
                  distribution shall be substituted as "the date fixed for the
                  determination of stockholders entitled to receive such
                  dividend or other distribution", "the date fixed for the
                  determination of stockholders entitled to receive such rights
                  or warrants" and "the date fixed for such determination"
                  within the meaning of Section 14.05(a) and (b) and

                           (B)      any shares of Common Stock included in such
                  dividend or distribution shall not be deemed "outstanding at
                  the close of business on the date fixed for such
                  determination" within the meaning of Section 14.05(a).

                  (e)      (A)      In case a tender or exchange offer made by
         the Company or any Subsidiary for all or any portion of the Common
         Stock (excluding any transactions solely involving odd lots of shares
         of Common Stock) shall expire and such tender or exchange offer (as
         amended upon the expiration thereof) shall require the payment to
         stockholders of consideration per share of Common Stock having a Fair
         Market Value (as determined by the Board of Directors, whose
         determination shall be conclusive and described in a resolution of the
         Board of Directors) that as of the last time (the "EXPIRATION TIME")
         tenders or exchanges may be made pursuant to such tender or exchange
         offer (as it may be amended) exceeds the Closing Sale Price on the
         Trading Day next succeeding the Expiration Time, the Conversion Rate
         shall be increased so that the same shall equal the rate determined by
         multiplying the Conversion Rate in effect immediately prior to the
         Expiration Time by a fraction,

                           (i)      the numerator of which shall be the sum of
                  (x) the Fair Market Value (determined as aforesaid) of the
                  aggregate consideration payable to stockholders based on the
                  acceptance (up to any maximum specified in the terms of the
                  tender or exchange offer) of all shares validly tendered or
                  exchanged and not withdrawn as of the Expiration Time (the
                  shares deemed so accepted up to any such maximum, being
                  referred to as the "PURCHASED SHARES") and (y) the product of
                  the number of shares of Common Stock outstanding (less any

                                     - 67 -


                  Purchased Shares) at the Expiration Time and the Closing Sale
                  Price on the Trading Day next succeeding the Expiration Time,
                  and

                           (ii)     the denominator of which shall be the number
                  of shares of Common Stock outstanding (including any tendered
                  or exchanged shares (including Purchased Shares)) at the
                  Expiration Time multiplied by the Closing Sale Price on the
                  Trading Day next succeeding the Expiration Time,

         such adjustment to become effective immediately prior to the opening of
         business on the day following the Expiration Time. If the Company is
         obligated to purchase shares pursuant to any such tender or exchange
         offer, but the Company is permanently prevented by applicable law from
         effecting any such purchases or all such purchases are rescinded, the
         Conversion Rate shall again be adjusted to be the Conversion Rate that
         would then be in effect if such tender or exchange offer had not been
         made.

                           (B)      In case of a tender or exchange offer made
         by a Person other than the Company or any Subsidiary for an amount that
         increases the offeror's ownership of Common Stock to more than 25% of
         the Common Stock outstanding and shall involve the payment by such
         Person of consideration per share of Common Stock having a Fair Market
         Value (as determined by the Board of Directors, whose determination
         shall be conclusive, and described in a resolution of the Board of
         Directors) that as of the last time (the "OFFER EXPIRATION TIME")
         tenders or exchanges may be made pursuant to such tender or exchange
         offer (as it shall have been amended) exceeds the Closing Sale Price of
         a share of Common Stock on the Trading Day next succeeding the Offer
         Expiration Time, and in which, as of the Offer Expiration Time, the
         Board of Directors is not recommending rejection of the offer, the
         Conversion Rate shall be increased so that the same shall equal the
         rate determined by multiplying the Conversion Rate in effect
         immediately prior to the Offer Expiration Time by a fraction,

                           (i)      the numerator of which shall be the sum of
                  (x) the Fair Market Value (determined as aforesaid) of the
                  aggregate consideration payable to the stockholders based on
                  the acceptance (up to any maximum specified in the terms of
                  the tender or exchange offer) of all shares validly tendered
                  or exchanged and not withdrawn as of the Offer Expiration Time
                  (the shares deemed so accepted, up to any such maximum, being
                  referred to as the "ACCEPTED PURCHASED SHARES") and (y) the
                  product of the number of shares of Common Stock outstanding
                  (less any Accepted Purchased Shares) at the Offer Expiration
                  Time and the Closing Sale Price on the Trading Day next
                  succeeding the Offer Expiration Time, and

                           (ii)     the denominator of which shall be the number
                  of shares of Common Stock outstanding (including any tendered
                  or exchanged shares (including Accepted Purchased Shares)) at
                  the Offer Expiration Time multiplied by the Closing Sale Price
                  on the Trading Day next succeeding the Offer Expiration Time,

         such adjustment to become effective immediately prior to the opening of
         business on the day following the Offer Expiration Time. If such Person
         is obligated to purchase shares

                                     - 68 -


         pursuant to any such tender or exchange offer, but such Person is
         permanently prevented by applicable law from effecting any such
         purchases or all such purchases are rescinded, the Conversion Rate
         shall again be adjusted to be the Conversion Rate that would then be in
         effect if such tender or exchange offer had not been made.
         Notwithstanding the foregoing, the adjustment described in this Section
         14.05(e)(B) shall not be made if, as of the Offer Expiration Time, the
         offering documents with respect to such offer disclose a plan or
         intention to cause the Company to engage in any transaction described
         in Article 11 or a binding share exchange.

                  (f) For purposes of this Section 14.05, the following terms
shall have the meaning indicated:

                           (1)      "AVERAGE MARKET PRICE", as of any date of
                  determination, shall mean the average of the daily Closing
                  Sale Prices for the ten consecutive Trading Days immediately
                  preceding (A) in the case of a determination pursuant to
                  Section 14.05(b), the date such issuance or distribution is
                  publicly announced and (B) otherwise, the earlier of such date
                  of determination and the day before the "ex" date with respect
                  to the issuance, distribution, subdivision or combination
                  requiring such computation immediately prior to the date in
                  question. For purpose of this paragraph, the term "ex" date,
                  (1) when used with respect to any issuance or distribution,
                  means the first date on which the Common Stock trades, regular
                  way, on the relevant exchange or in the relevant market from
                  which the Closing Sale Price was obtained without the right to
                  receive such issuance or distribution, and (2) when used with
                  respect to any subdivision or combination of shares of Common
                  Stock, means the first date on which the Common Stock trades,
                  regular way, on such exchange or in such market after the time
                  at which such subdivision or combination becomes effective.

                                    If another issuance, distribution,
                  subdivision or combination to which Section 14.05 applies
                  occurs during the period applicable for calculating "Average
                  Market Price" pursuant to the definition in the preceding
                  paragraph, "Average Market Price" shall be calculated for such
                  period in a manner determined by the Board of Directors to
                  reflect the impact of such issuance, distribution, subdivision
                  or combination on the Closing Sale Price during such period.

                           (2)      "FAIR MARKET VALUE" shall mean the amount
                  that a willing buyer would pay a willing seller in an
                  arm's-length transaction.

                           (3)      "RECORD DATE" shall mean, with respect to
                  any dividend, distribution or other transaction or event in
                  which the holders of Common Stock have the right to receive
                  any cash, securities or other property or in which the Common
                  Stock (or other applicable security) is exchanged for or
                  converted into any combination of cash, securities or other
                  property, the date fixed for determination of stockholders
                  entitled to receive such cash, securities or other property
                  (whether such date is fixed by the Board of Directors or by
                  statute, contract or otherwise).

                                     - 69 -


                  (g)      The Company may make such increases in the Conversion
Rate, in addition to those required by Section 14.05(a), (b), (c), (d) or (e) as
the Board of Directors considers to be advisable to avoid or diminish any income
tax to any holders of Common Stock or rights to purchase Common Stock resulting
from any dividend or distribution of stock (or rights to acquire stock) or from
any event treated as such for income tax purposes.

                  To the extent permitted by applicable law, the Company from
time to time may increase the Conversion Rate by any amount for any period of
time if the increase is irrevocable during the period and the Board of Directors
shall have made a determination that such increase would be in the best
interests of the Company, which determination shall be conclusive. Whenever the
Conversion Rate is increased pursuant to the preceding sentence, the Company
shall mail to holders of record of the Notes a notice of the increase prior to
the date the increased Conversion Rate takes effect, and such notice shall state
the increased Conversion Rate and the period during which it will be in effect.

                  (h)      No adjustment in the Conversion Rate shall be
required unless such adjustment would require an increase or decrease of at
least one percent (1%) in such rate; provided that any adjustments that by
reason of this Section 14.05(h) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Article 14 shall be made by the Company and shall be made to the
nearest cent or to the nearest one-ten thousandth (1/10,000) of a share, as the
case may be. No adjustment need be made for rights to purchase Common Stock
pursuant to a Company plan for reinvestment of dividends or interest or for any
issuance of Common Stock or convertible or exchangeable securities or rights to
purchase Common Stock or convertible or exchangeable securities.

                  (i)      Whenever the Conversion Rate is adjusted as herein
provided, the Company shall promptly file with the Trustee and any Conversion
Agent other than the Trustee an Officers' Certificate setting forth the
Conversion Rate after such adjustment and setting forth a brief statement of the
facts requiring such adjustment. Unless and until a Officer of the Trustee shall
have received such Officers' Certificate, the Trustee shall not be deemed to
have knowledge of any adjustment of the Conversion Rate and may assume that the
last Conversion Rate of which it has knowledge is still in effect. Promptly
after delivery of such certificate, the Company shall prepare a notice of such
adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and
the date on which each adjustment becomes effective and shall mail such notice
of such adjustment of the Conversion Rate to the holder of each Note at his last
address appearing on the Note register provided for in Section 2.05 of this
Indenture, within twenty (20) days after execution thereof. Failure to deliver
such notice shall not affect the legality or validity of any such adjustment.

                  (j)      In any case in which this Section 14.05 provides that
an adjustment shall become effective immediately after (1) a record date or
Record Date for an event (including without limitation, any event described in
Section 14.05(d)), (2) the date fixed for the determination of stockholders
entitled to receive a dividend or distribution pursuant to Section 14.05(a), (3)
a date fixed for the determination of stockholders entitled to receive rights or
warrants pursuant to Section 14.05(b), or (4) the Expiration Time for any tender
or exchange offer pursuant to Section 14.05(e), (each a "DETERMINATION DATE"),
the Company may elect to defer until the occurrence of the applicable Adjustment
Event (as hereinafter defined) (x) issuing

                                     - 70 -


to the holder of any Note converted after such Determination Date and before the
occurrence of such Adjustment Event, the additional shares of Common Stock or
other securities issuable upon such conversion by reason of the adjustment
required by such Adjustment Event over and above the Common Stock issuable upon
such conversion before giving effect to such adjustment and (y) paying to such
holder any amount in cash in lieu of any fraction pursuant to Section 14.03. For
purposes of this Section 14.05(j), the term "ADJUSTMENT EVENT" shall mean:

                           (i)      in any case referred to in clause (1)
                  hereof, the occurrence of such event,

                           (ii)     in any case referred to in clause (2)
                  hereof, the date any such dividend or distribution is paid or
                  made,

                           (iii)    in any case referred to in clause (3)
                  hereof, the date of expiration of such rights or warrants, and

                           (iv)     in any case referred to in clause (4)
                  hereof, the date a sale or exchange of Common Stock pursuant
                  to such tender or exchange offer is consummated and becomes
                  irrevocable.

                  (k)      For purposes of this Section 14.05, the number of
shares of Common Stock at any time outstanding shall not include shares held in
the treasury of the Company but shall include shares issuable in respect of
scrip certificates issued in lieu of fractions of shares of Common Stock. The
Company will not pay any dividend or make any distribution on shares of Common
Stock held in the treasury of the Company.

                  Section 14.06. Effect of Reclassification, Consolidation,
Merger or Sale. If any of the following events occur, namely (i) any
reclassification or change of the outstanding shares of Common Stock (other than
a subdivision or combination to which Section 14.05(c) applies), (ii) any
consolidation, merger or combination of the Company with another Person as a
result of which holders of Common Stock shall be entitled to receive stock,
other securities or other property or assets (including cash) with respect to or
in exchange for such Common Stock, (iii) the Company is a party to a binding
share exchange, or (iv) any sale or conveyance of all or substantially all of
the properties and assets of the Company to any other Person as a result of
which holders of Common Stock shall be entitled to receive stock, other
securities or other property or assets (including cash) with respect to or in
exchange for such Common Stock, then the Company or the successor or purchasing
Person, as the case may be, shall execute with the Trustee (provided, however,
the Trustee is under no obligation to execute any such supplemental indenture if
it adversely affects the Trustee's own rights, duties, liabilities or
immunities) a supplemental indenture providing that each Note shall be
convertible into the kind and amount of shares of stock, other securities or
other property or assets (including cash) receivable upon such reclassification,
change, consolidation, merger, combination, binding share exchange, sale or
conveyance by a holder of a number of shares of Common Stock issuable upon
conversion of such Notes (assuming, for such purposes, a sufficient number of
authorized shares of Common Stock are available to convert all such Notes)
immediately prior to such reclassification, change, consolidation, merger,
combination, binding share exchange, sale or conveyance assuming such holder of
Common Stock did not exercise his rights of election, if any, as to the kind or
amount

                                     - 71 -


of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, binding share exchange, sale or conveyance (provided that, if the
kind or amount of stock, other securities or other property or assets (including
cash) receivable upon such reclassification, change, consolidation, merger,
combination, binding share exchange, 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 ("NONELECTING SHARE"), then for the purposes of this Section
14.06 the kind and amount of stock, other securities or other property or assets
(including cash) receivable upon such reclassification, change, consolidation,
merger, combination, binding share exchange, 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 14.

                  The Company shall cause notice of the execution of such
supplemental indenture to be mailed to each holder of Notes, at its address
appearing on the Note register provided for in Section 2.05 of this Indenture,
within twenty (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 shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances.

                  Interest will not accrue on any cash into which the Notes are
convertible.

                  If this Section 14.06 applies to any event or occurrence,
Section 14.05 shall not apply.

                  Section 14.07. Taxes on Shares Issued. The issue of stock
certificates on conversions of Notes shall be made without charge to the
converting Noteholder for any documentary, stamp or similar issue or transfer
tax in respect of the issue thereof. The Company shall not, however, be required
to pay any such tax which may be payable in respect of any transfer involved in
the issue and delivery of stock in any name other than that of the holder of any
Note converted, and the Company shall not be required to issue or deliver any
such stock certificate unless and until the Person or Persons requesting the
issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

                  Section 14.08. Reservation of Shares, Shares to Be Fully Paid;
Compliance with Governmental Requirements; Listing of Common Stock. The Company
shall provide, free from preemptive rights, out of its authorized but unissued
shares or shares held in treasury, sufficient shares of Common Stock to provide
for the conversion of the Notes from time to time as such Notes are presented
for conversion.

                  Before taking any action which would cause an adjustment
increasing the Conversion Rate to an amount that would cause the Conversion
Price to be reduced below the then par value, if any, of the shares of Common
Stock issuable upon conversion of the Notes, the Company will take all corporate
action which may, in the opinion of its counsel, be necessary in

                                     - 72 -


order that the Company may validly and legally issue shares of such Common Stock
at such adjusted Conversion Rate.

                  The Company covenants that all shares of Common Stock which
may be issued upon conversion of Notes will upon issue be fully paid and
non-assessable by the Company and free from all taxes, liens and charges with
respect to the issue by the Company thereof.

                  The Company covenants that, if any shares of Common Stock to
be provided for the purpose of conversion of Notes hereunder require
registration with or approval of any governmental authority under any federal or
state law before such shares may be validly issued upon conversion, the Company
will in good faith and as expeditiously as possible, to the extent then
permitted by the rules and interpretations of the Commission (or any successor
thereto), endeavor to secure such registration or approval, as the case may be.

                  The Company further covenants that, if at any time the Common
Stock shall be listed on the Nasdaq National Market or any other national
securities exchange or automated quotation system, the Company will, if
permitted by the rules of such exchange or automated quotation system, list and
keep listed, so long as the Common Stock shall be so listed on such exchange or
automated quotation system, all Common Stock issuable upon conversion of the
Note; provided that if the rules of such exchange or automated quotation system
permit the Company to defer the listing of such Common Stock until the first
conversion of the Notes into Common Stock in accordance with the provisions of
this Indenture, the Company covenants to list such Common Stock issuable upon
conversion of the Notes in accordance with the requirements of such exchange or
automated quotation system at such time.

                  Section 14.09. Responsibility of Trustee. The Trustee and any
other Conversion Agent shall not at any time be under any duty or responsibility
to any holder of Notes to determine the Conversion Rate or whether any facts
exist which may require any adjustment of the Conversion Rate, or with respect
to the nature or extent or calculation of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. The Trustee and any other
Conversion Agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any securities or
property, which may at any time be issued or delivered upon the conversion of
any Note; and the Trustee and any other Conversion Agent make no representations
with respect thereto. Neither the Trustee nor any Conversion Agent shall be
responsible for any failure of the Company to issue, transfer or deliver any
shares of Common Stock or stock certificates or other securities or property or
cash upon the surrender of any Note for the purpose of conversion or to comply
with any of the duties, responsibilities or covenants of the Company contained
in this Article 14. Without limiting the generality of the foregoing, neither
the Trustee nor any Conversion Agent shall be under any responsibility to
determine the correctness of any provisions contained in any supplemental
indenture entered into pursuant to Section 14.06 relating either to the kind or
amount of shares of stock or securities or property (including cash) receivable
by Noteholders upon the conversion of their Notes after any event referred to in
such Section 14.06 or to any adjustment to be made with respect thereto, but,
subject to the provisions of Section 7.01, may accept as conclusive evidence of
the correctness of any such provisions, and shall be protected in relying upon,
the Officers' Certificate (which the

                                     - 73 -


Company shall be obligated to file with the Trustee prior to the execution of
any such supplemental indenture) with respect thereto.

                  Section 14.10. Notice to Holders Prior to Certain Actions. In
case:

                  (a)      the Company shall declare a dividend (or any other
         distribution) on its Common Stock that would require an adjustment in
         the Conversion Rate pursuant to Section 14.05; or

                  (b)      the Company shall authorize the granting to the
         holders of all or substantially all of its Common Stock of rights or
         warrants to subscribe for or purchase any share of any class or any
         other rights or warrants; or

                  (c)      of any reclassification or reorganization of the
         Common Stock of the Company (other than a subdivision or combination of
         its outstanding Common Stock, or a change in par value, or from par
         value to no par value, or from no par value to par value), or of any
         consolidation or merger to which the Company is a party and for which
         approval of any stockholders of the Company is required, or of the sale
         or transfer of all or substantially all of the assets of the Company;
         or

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

the Company shall cause to be filed with the Trustee and to be mailed to each
holder of Notes at his address appearing on the Note register provided for in
Section 2.05 of this Indenture, as promptly as possible but in any event at
least ten (10) days prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution or 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 or rights are to be determined, or (y) the date
on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up is expected to become effective or occur,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such
dividend, distribution, authorization, grant, reclassification, reorganization,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

                  Section 14.11. Rights Issued in Respect of Common Stock
Issued upon Conversion. Each share of Common Stock issued upon conversion of
Notes pursuant to this Article 14 shall be entitled to receive the appropriate
number of common stock or preferred stock purchase rights, as the case may be
(the "RIGHTS"), if any, that shares of Common Stock are entitled to receive 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 Company, as the same may be amended
from time to time (in each case, a "RIGHTS AGREEMENT"); provided, however, that
any holder who is a holder of Common Stock (or direct or indirect interests
therein) at the time of conversion of any

                                     - 74 -


Note, but who is not entitled as a holder of Common Stock to hold or receive
Rights pursuant to the terms of the Rights Agreement, will not receive any such
Rights upon conversion of the Notes. 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 14 there shall not be any adjustment to the conversion
privilege or Conversion Rate as a result of the issuance of Rights, but an
adjustment to the Conversion Rate shall be made with respect to Notes then
outstanding pursuant to Section 14.05(d) (to the extent required thereby) upon
the separation of the Rights from the Common Stock.

                                   ARTICLE XV
                             SUBORDINATION OF NOTES

                  Section 15.01. Notes Subordinated to Senior Indebtedness. The
Company and the Trustee each covenants and agrees, and each holder, by its
acceptance of a Note, likewise covenant and agree that all Notes shall be issued
subject to the provisions of this Article 15; and each Person holding any Note,
whether upon original issue or upon transfer, assignment or exchange thereof,
accepts and agrees that the payment of principal, premium and interest on the
Notes shall, to the extent and in the manner set forth in this Article 15, be
subordinated in right of payment to the prior payment in full, in cash or cash
equivalents, of all amounts payable under Senior Indebtedness, including,
without limitation, the Company's obligations under the Bank Credit Agreement
(including any interest accruing subsequent to an event specified in Sections
6.01(g) and 6.01(h) of this Indenture, whether or not such interest is an
allowed claim enforceable against the debtor under the United States Bankruptcy
Code).

                  Section 15.02. No Payment on Notes in Certain Circumstances.

                  (a)      No direct or indirect payment by or on behalf of the
Company of principal, premium and interest on the Notes, whether pursuant to the
terms of the Notes or upon acceleration or otherwise, shall be made if, at the
time of such payment, there exists a default in the payment of all or any
portion of the obligations of any Senior Indebtedness, and such default shall
not have been cured or waived or the benefits of this sentence waived by or on
behalf of the holders of such Senior Indebtedness.

                  (b)      During the continuance of any other event of default
with respect to (i) the Bank Credit Agreement pursuant to which the maturity
thereof may be accelerated and (A) upon receipt by the Trustee of written notice
from the administrative agent under the Bank Credit Agreement (the
"ADMINISTRATIVE AGENT") or (B) if such event of default under the Bank Credit
Agreement results from the acceleration of the Notes, from and after the date of
such acceleration, no payment of principal, premium and interest on the Notes
may be made by or on behalf of the Company upon or in respect of the Notes for a
period (a "PAYMENT BLOCKAGE PERIOD") commencing on the earlier of the date of
receipt of such notice or the date of such acceleration and ending 179 days
thereafter (unless such Payment Blockage Period shall be terminated by written
notice to the Trustee from the Administrative Agent or such event of default has
been cured or waived or by repayment in full in cash or cash equivalents of such
Senior Indebtedness) or (ii) any other Designated Senior Indebtedness pursuant
to which the

                                     - 75 -


maturity thereof may be accelerated, upon receipt by the Trustee of written
notice from the trustee or other representative for the holders of such other
Designated Senior Indebtedness (or the holders of at least a majority in
principal amount of such other Designated Senior Indebtedness then outstanding),
no payment of principal, premium and interest on the Notes may be made by or on
behalf of the Company upon or in respect of the Notes for a Payment Blockage
Period commencing on the date of receipt of such notice and ending 119 days
thereafter (unless, in each case, such Payment Blockage Period shall be
terminated by written notice to the Trustee from such trustee of, or other
representatives for, such holders or by repayment in full in cash or
cash-equivalents of such Designated Senior Indebtedness or such event of default
has been cured or waived). Notwithstanding anything in this Indenture to the
contrary, there must be 180 consecutive days in any 360-day period in which no
Payment Blockage Period is in effect. For all purposes of this Section 15.02(b),
no event of default (other than an event of default pursuant to the financial
maintenance covenants under the Bank Credit Agreement) that existed or was
continuing (it being acknowledged that any subsequent action that would give
rise to an event of default pursuant to any provision under which an event of
default previously existed or was continuing shall constitute a new event of
default for this purpose) on the date of the commencement of any Payment
Blockage Period with respect to the Designated Senior Indebtedness initiating
such Payment Blockage Period shall be, or shall be made, the basis for the
commencement of a second Payment Blockage Period by the representative for, or
the holders of, such Designated Senior Indebtedness, whether or not within a
period of 360 consecutive days, unless such event of default shall have been
cured or waived for a period of not less than 45 consecutive days.

                  (c)      In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee or any holder when such payment is
prohibited by Section 15.02(a) or 15.02(b) of this Indenture of which the
Trustee has actual knowledge, the Trustee shall promptly notify the holders of
Senior Indebtedness of such prohibited payment and such payment shall be held in
trust for the benefit of, and shall be paid over or delivered to, the holders of
Senior Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear, but only to the
extent that, upon notice from the Trustee to the holders of Senior Indebtedness
that such prohibited payment has been made, the holders of the Senior
Indebtedness (or their representative or representatives of a trustee) within 30
days of receipt of such notice from the Trustee notify the Trustee of the
amounts then due and owing on the Senior Indebtedness, if any, and only the
amounts specified in such notice to the Trustee shall be paid to the holders of
Senior Indebtedness and any excess above such amounts due and owing on Senior
Indebtedness shall be paid to the Company.

                  Section  15.03. Payment over Proceeds upon Dissolution Etc.

                  (a)      Upon any payment or distribution of assets or
securities of the Company of any kind or character, whether in cash, property or
securities, in connection with any dissolution or winding up or total or partial
liquidation or reorganization of the Company, whether voluntary or involuntary,
or in bankruptcy, insolvency, receivership or other proceedings or other
marshalling of assets for the benefit of creditors, all amounts due or to become
due upon all Senior Indebtedness (including any interest accruing subsequent to
an event specified in Sections 6.01(g) and 6.01(h) of this Indenture, whether or
not such interest is an

                                     - 76 -


allowed claim enforceable against the debtor under the United States Bankruptcy
Code) shall first be paid in full, in cash or cash equivalents, before the
holders or the Trustee on their behalf shall be entitled to receive any payment
by the Company on account of principal, premium and interest on the Notes , or
any payment to acquire any of the Notes for cash, property or securities, or any
distribution with respect to the Notes of any cash, property or securities.
Before any payment may be made by, or on behalf of, the Company on any
principal, premium and interest on the Notes in connection with any such
dissolution, winding up, liquidation or reorganization, any payment or
distribution of assets or securities for the Company of any `kind or character,
whether in cash, property or securities, to which the holders or the Trustee on
their behalf would be entitled, but for the provisions of this Article 15, shall
be made by the Company or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person making such payment or distribution, or
by the holders or the Trustee if received by them or it, directly to the holders
of Senior Indebtedness (pro rata to such holders on the basis of the respective
amounts of Senior Indebtedness held by such holders) or their representatives or
to any trustee or trustees under any other indenture pursuant to which any such
Senior Indebtedness may have been issued, as their respective interests appear,
to the extent necessary to pay all such Senior Indebtedness in full, in cash or
cash equivalents after giving effect to any concurrent payment, distribution or
provision therefor to or for the holders of such Senior Indebtedness.

                  (b)      To the extent any payment of Senior Indebtedness
(whether by or on behalf of the Company, as proceeds of security or enforcement
of any right of setoff or otherwise) is declared to be fraudulent or
preferential, set aside or required to be paid to any receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person under any
bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then
if such payment is recovered by, or paid over to such receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person, the Senior
Indebtedness or part thereof originally intended to be satisfied shall be deemed
to be reinstated and outstanding as if such payment had not occurred. To the
extent the obligation to repay any Senior Indebtedness is declared to be
fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency,
receivership, fraudulent conveyance or similar law, then the obligations so
declared fraudulent, invalid or otherwise set aside (and all other amounts that
would come due with respect thereto had such obligation not been affected) shall
be deemed to be reinstated and outstanding as Senior Indebtedness for all
purposes hereof as if such declaration, invalidity or setting aside had not
occurred.

                  (c)      In the event that, notwithstanding the foregoing
provision prohibiting such payment or distribution, any payment or distribution
of assets or securities of the Company of any kind or character, whether in
cash, property or securities, shall be received by the Trustee or any holder at
a time when such payment or distribution is prohibited by Section 15.03(a) of
this Indenture and before all obligations in respect of Senior Indebtedness are
paid in full, in cash or cash equivalents, such payment or distribution shall be
received and held in trust for the benefit of, and shall be paid over or
delivered to, the holders of Senior Indebtedness (pro rata to such holders on
the basis of such respective amount of Senior Indebtedness held by such holders)
or their representatives, or to the trustee or trustees under any indenture
pursuant to which any such Senior Indebtedness may have been issued, as their
respective interests appear, for application to the payment of Senior
Indebtedness remaining unpaid until all such Senior Indebtedness has been paid
in full, in cash or cash equivalents, after giving effect to any concurrent
payment, distribution or provision therefor to or for the holders of such Senior
Indebtedness.

                                     - 77 -


                  (d)      For purposes of this Section 15.03, the words "cash,
property or securities" shall not be deemed to include, so long as the effect of
this clause is not to cause the Notes to be treated in any case or proceeding or
similar event described in this Section 15.03.as part of the same class of
claims as the Senior Indebtedness or any class of claims pari passu with, or
senior to, the Senior Indebtedness for any payment or distribution, securities
of the Company or any other corporation provided for by a plan of reorganization
or readjustment that are subordinated, at least to the extent that the Notes are
subordinated, to the payment of all Senior Indebtedness then outstanding;
provided that (1) if a new corporation results from such reorganization or
readjustment, such corporation assumes the Senior Indebtedness and (2) the
rights of the holders of the Senior Indebtedness are not, without the consent of
such holders, altered by such reorganization or readjustment. The consolidation
of the Company with, or the merger of the Company with or into, another
corporation or the liquidation or dissolution of the Company following the sale,
conveyance, transfer, lease or other disposition of all or substantially all of
its property and assets to another corporation upon the terms and conditions
provided in Article 11 of this Indenture shall not be deemed a dissolution,
winding up, liquidation or reorganization for the purposes of this Section 15.03
if such other corporation shall, as a part of such consolidation, merger, sale,
conveyance, transfer, lease or other disposition; comply (to the extent
required) with the conditions stated in Article 11 of this Indenture.

                  Section  15.04. Subrogation.

                  (a)      Upon the payment in full of all Senior Indebtedness
in cash or cash equivalents, the holders shall be subrogated to the rights of
the holders of Senior Indebtedness to receive payments or distributions of cash,
property or securities of the Company made on such Senior Indebtedness until the
principal of premium, if any, and interest on the Notes shall be paid in full;
and, for the purposes of such subrogation, no payments or distributions to the
holders of the Senior Indebtedness of any cash, property or securities to which
the holders or the Trustee on their behalf would be entitled except for the
provisions of this Article 15, and no payment pursuant to the provisions of this
Article 15 to the holders of Senior Indebtedness by holders or the Trustee on
their behalf shall, as between the Company, its creditors other than holders of
Senior Indebtedness, and the holders, be deemed to be a payment by the Company
to or on account of the Senior Indebtedness. It is understood that the
provisions of this Article 15 are intended solely for the purpose of defining
the relative rights of the holders, on the one hand, and the holders of the
Senior Indebtedness, on the other hand.

                  (b)      If any payment or distribution to which the holders
would otherwise have been entitled but for the provisions of this Article 15
shall have been applied, pursuant to the provisions of this Article 15, to the
payment of all amounts payable under Senior Indebtedness, then, and in such
case, the holders shall be entitled to receive from the holders of such Senior
Indebtedness any payments or distributions received by such holders of Senior
Indebtedness in excess of the amount required to make payment in full, in cash
or cash equivalents, of such Senior Indebtedness of such holders.

                                     - 78 -


                  Section  15.05. Obligations of Company Unconditional.

                  (a)      Nothing contained in this Article 15 or elsewhere in
this Indenture or in the Notes is intended to or shall impair; as among the
Company and the holders, the obligation of the Company, which is absolute and
unconditional, to pay to the holders the principal of, premium, if any, and
interest on the Notes as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the holders and creditors of the Company other than the holders of the
Senior Indebtedness, nor shall anything herein or therein prevent the holders or
the Trustee on their behalf from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article 15 of the holders of the Senior Indebtedness.

                  (b)      Without limiting the generality of the foregoing;
nothing contained in this Article 15 will restrict the right of the Trustee or
the holders to take any action to declare the Notes to be due and payable prior
to their Stated Maturity pursuant to Section 6.01 of this Indenture or to pursue
any rights or remedies hereunder; provided, however, that all Senior
Indebtedness then due and payable or thereafter declared to be due and payable
shall first be paid in full, in cash or cash equivalents, before the holders or
the Trustee are entitled to receive any direct or indirect payment from the
Company of principal, premium and interest on the Notes.

                  Section  15.06. Notice to Trustee.

                  (a)      The Company shall give prompt written notice to the
Trustee of any fact known to the Company that would prohibit the making of any
payment to or by the Trustee in respect of the Notes pursuant to the provisions
of this Article 15. The Trustee shall not be charged with the knowledge of the
existence of any default or event of default with respect to any Senior
Indebtedness or of any other facts that would prohibit the making of any payment
to or by the Trustee unless and until the Trustee shall have received notice in
writing at its Principal Corporate Trust Office to that effect signed by a
Officer of the Company, or by a holder of Senior Indebtedness or trustee or
agent thereof; and prior to the receipt of any such written notice, the Trustee
shall, subject to Article 7, be entitled to assume that no such facts exist;
provided that, if the Trustee shall not have received the notice provided for in
this Section 15.06 at least two Business Days prior to the date upon which, by
the terms of this Indenture, any monies shall become payable for any purpose
(including, without limitation, the payment of the principal of, premium, if
any, or interest on any Note), then, notwithstanding anything herein to the
contrary, the Trustee shall have full power and authority to receive any monies
from the Company and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary that may be
received by it on or after such prior date, except for an acceleration of the
Notes prior to such application. Nothing contained in this Section 15.06 shall
limit the right of the holders of Senior Indebtedness to recover payments as
contemplated by this Article 15. The foregoing shall not apply if the Payment
Agent is the Company. The Trustee shall be entitled to rely on the delivery to
it of a written notice by a Person representing himself or itself to be a holder
of any Senior Indebtedness (or a trustee on behalf of, or other representative
of, such holder) to establish that such notice has been given by a holder of
such Senior Indebtedness or a trustee or representative on behalf of any such
holder.

                                     - 79 -


                  (b)      In the event that the Trustee determines in good
faith that any evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article 15, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article 15 and, if such
evidence is not furnished to the Trustee, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment.

                  Section 15.07. Reliance on Judicial Order or Certificate of
Liquidating Agent. Upon any payment or distribution of assets or securities
referred to in this Article 15, the Trustee and: the holders shall be entitled
to rely upon any order or decree made by any court of competent jurisdiction in
which bankruptcy, dissolution, winding up, liquidation or reorganization
proceedings are pending, or upon a certificate of the receiver; trustee in
bankruptcy, liquidating trustee, agent or other similar Person making such
payment or distribution, delivered to the Trustee or to the holders for the
purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
15.

                  Section 15.08. Trustee's Relation to Senior Indebtedness.

                  (a)      The Trustee and any Paying Agent shall be entitled to
all the rights set forth in this Article 15 with respect to any Senior
Indebtedness that may at any time be held by it in its individual or any other
capacity to the same extent as any other holder of Senior Indebtedness and
nothing in this indenture shall deprive the Trustee or any paying agent of any
of its rights as such holder.

                  (b)      With respect to the holders of Senior Indebtedness,
the Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article 15, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness (except
as provided in Sections 15.02(c) and 15.03(c) of this Indenture) and shall not
be liable to any such holders if the Trustee shall in good faith mistakenly pay
over or distribute to holders of Notes or to the Company or to any other person
cash, property or securities to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article 15 or otherwise.

                  Section 15.09. Subordination Rights Not Impaired by Acts or
Omissions of the Company or Holders of Senior Indebtedness. No right of any
present or future holders of any Senior Indebtedness to enforce subordination as
provided in this Article 15 will at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms of this Indenture, regardless of any knowledge
thereof that any such holder may have or otherwise be charged with. The
provisions of this Article 15 are intended to be for the benefit of, and shall
be enforceable directly by, the holders of Senior Indebtedness.

                                     - 80 -


                  Section 15.10. Holders Authorize Trustee to Effectuate
Subordination of Notes. Each holder by his acceptance of any Notes authorizes
and expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article 15, and appoints the Trustee his attorney-in-fact for such purposes,
including, in the event of any dissolution, winding up, liquidation or
reorganization of the Company (whether in bankruptcy, insolvency, receivership,
reorganization or similar proceedings or upon an assignment for the benefit of
creditors or otherwise) tending towards liquidation of the property and assets
of the Company, the filing of a claim for the unpaid balance of its Notes in the
form required in those proceedings. If the Trustee does not file a proper claim
or proof in indebtedness in the form required in such proceeding at least 30
days before the expiration of the time to file such claim or claims, each holder
of Senior Indebtedness is hereby authorized to file an appropriate claim for and
on behalf of the holders.

                  Section 15.11. Not to Prevent Events of Default. The failure
to make a payment on account of principal of, premium, if any, or interest on
the Notes by reason of any provision of this Article 15 will not be construed as
preventing the occurrence of an Event of Default.

                  Section 15.12. Trustee's Compensation Not Prejudiced. Nothing
in this Article 15 will apply to amounts due to the Trustee pursuant to other
sections of this Indenture, including Section 7.07.

                  Section 15.13. No Waiver of Subordination Provisions. Without
in any way limiting the generality of Section 15.09, the holders of Senior
Indebtedness may, at any time and from time to time, without the consent of or
notice to the Trustee or the holders, without incurring responsibility to the
holders and without impairing or releasing the subordination provided in this
Article 15 or the obligations hereunder of the holders to the holders of Senior
Indebtedness, do any one or more of the following: (a) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding or secured; (b) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (c) release any Person liable in any manner for the collection of
Senior Indebtedness; and (d) exercise or refrain from exercising any rights
against the Company and any other Person.

                  Section 15.14. Payments May Be Paid Prior to Dissolution.
Nothing contained in this Article 15 or elsewhere in this Indenture shall
prevent (i) the Company except under the conditions described in Section 15.02
or 15.03, from making payments of principal of, premium, if any, and interest on
the Notes, or from depositing with the Trustee any money for such payments, or
(ii) the application by the Trustee of any money deposited with it for the
purpose of making such payments of principal of, premium, if any, and interest
on the Notes to the holders entitled thereto unless, at least two Business Days
prior to the date upon which such payment becomes due and payable, the Trustee
shall have received the written notice provided for in Section 15.02(b) of this
Indenture (or there shall have been an acceleration of the Notes prior to such
application) or in Section 15.06 of this Indenture. The Company shall give
prompt written notice to the Trustee of any dissolution, winding up, liquidation
or reorganization of the Company.

                                     - 81 -


                  Section 15.15. Consent of Holders of Senior Indebtedness Under
the Bank Credit Agreement. The provisions of this Article 15 (including the
definitions contained in this Article and references to this Article contained
in this Indenture) shall not be amended in a manner that would adversely affect
the rights of the holders of Senior Indebtedness under the Bank Credit
Agreement, and no such amendment shall become effective unless the holders of
Senior Indebtedness under the Bank Credit Agreement shall have consented (in
accordance with the provisions of the Bank Credit Agreement) to such amendment.
The Trustee shall be entitled to receive and rely on an Officer's Certificate
stating that such consent has been given.

                  Section 15.16. Trust Moneys Not Subordinated. Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds
of U.S. Government Obligations held in trust under Article 8 by the Trustee for
the payment of principal of, premium, if any, and interest on the Notes shall
not be subordinated to the prior payment of any Senior Indebtedness (provided
that at the time deposited, such deposit did not violate any then outstanding
Senior Indebtedness), and none of the holders shall be obligated to pay over any
such amount to any holder of Senior Indebtedness.

                      ARTICLE XVI MISCELLANEOUS PROVISIONS

                  Section 16.01. Provisions Binding on Company's Successors. All
the covenants, stipulations, promises and agreements by the Company contained in
this Indenture shall bind its successors and assigns whether so expressed or
not.

                  Section 16.02. Official Acts by Successor Corporation. Any act
or proceeding by any provision of this Indenture authorized or required to be
done or performed by any board, committee or officer of the Company shall and
may be done and performed with like force and effect by the like board,
committee or officer of any Person that shall at the time be the lawful sole
successor of the Company.

                  Section 16.03. Addresses for Notices, Etc. Any notice or
demand which by any provision of this Indenture is required or permitted to be
given or served by the Trustee or by the holders of Notes on the Company shall
be deemed to have been sufficiently given or made, for all purposes, if given or
served by being deposited postage prepaid by registered or certified mail in a
post office letter box addressed (until another address is filed by the Company
with the Trustee) to AGCO Corporation, 4205 River Green Parkway, Duluth, Georgia
30096, Attention: General Counsel. Any notice, direction, request or demand
hereunder to or upon the Trustee shall be deemed to have been sufficiently given
or made, for all purposes, if given or served by being deposited, postage
prepaid, by registered or certified mail in a post office letter box addressed
by the Company to the Principal Corporate Trust Office or by the Noteholders to
the Corporate Trust Office.

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

                  Any notice or communication mailed to a Noteholder shall be
mailed to him by first class mail, postage prepaid, at his address as it appears
on the Note register and shall be sufficiently given to him if so mailed within
the time prescribed.

                                     - 82 -


                  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 the addressee receives it.

                  Section 16.04. Governing Law. This Indenture and each Note
shall be deemed to be a contract made under the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of the State
of New York without reference to its principles of conflict of laws.

                  Section 16.05. Evidence of Compliance with Conditions
Precedent, Certificates to Trustee. Upon any application or demand by the
Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with, and an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.

                  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include: (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statement or opinion contained in such certificate or opinion is
based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

                  Section 16.06. Legal Holidays. In any case in which the date
of maturity of interest on or principal of the Notes or the redemption date or
Repurchase Date of any Note will not be a Business Day, then payment of such
interest on or principal of the Notes need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on the date of maturity or the redemption date or Repurchase Date, and no
interest shall accrue for the period from and after such date.

                  Section 16.07. Trust Indenture Act. This Indenture is hereby
made subject to, and shall be governed by, the provisions of the Trust Indenture
Act required to be part of and to govern indentures qualified under the Trust
Indenture Act; provided 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 Trust Indenture Act as now in effect or as hereafter amended or
modified; provided further that this Section 16.07 shall not require this
Indenture or the Trustee to be qualified under the Trust Indenture Act prior to
the time such qualification is in fact required under the terms of the Trust
Indenture Act, 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 Trust Indenture
Act. If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in an indenture qualified
under the Trust Indenture Act, such required provision shall control.

                                     - 83 -


                  Section 16.08. No Security Interest Created. Nothing in this
Indenture or in the Notes, expressed or implied, shall be construed to
constitute a security interest under the Uniform Commercial Code or similar
legislation, as now or hereafter enacted and in effect, in any jurisdiction in
which property of the Company or its subsidiaries is located.

                  Section 16.09. 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, Conversion
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 16.10. Table of Contents, Headings, 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.

                  Section 16.11. Authenticating Agent. The Trustee may appoint
an 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 2.04, 2.05, 2.06, 2.07, 3.03 and 3.05,
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 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 16.11, 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 Company. 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 Company. 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 Company and, at the Company's

                                     - 84 -


expense, 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 Company agrees 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 Company and the authenticating agent.

                  The provisions of Sections 7.03, 7.04, 7.05, 8.03 and this
Section 16.11 shall be applicable to any authenticating agent.

                  Section 16.12. 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.

                  Section 16.13. Severability. In case any provision in this
Indenture or in the Notes shall be invalid, illegal or unenforceable, then (to
the extent permitted by law) the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

                  SunTrust Bank hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions herein above set forth.

                                     - 85 -


                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed.

                                           AGCO CORPORATION, as Issuer

                                           By: /s/ Andrew H. Beck
                                               ---------------------------------
                                               Name: Andrew H. Beck
                                               Title: Chief Financial Officer

                                           SUNTRUST BANK, as Trustee

                                           By: /s/ Jack Ellerin
                                               ---------------------------------
                                               Name: Jack Ellerin
                                               Title: Assistant Vice President

                                     - 86 -


                                                                       EXHIBIT A

[Include only for Global Notes:]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY", WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE CERTIFICATES)
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND
ANY PAYMENT HEREIN IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[Include only for Notes that are Restricted Securities]

[THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH
IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT); (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING
PERIOD APPLICABLE TO SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(k) UNDER
THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER
THIS NOTE OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE EXCEPT (A)
TO AGCO CORPORATION OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE) OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE
TIME OF SUCH TRANSFER); (3) PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER
PURSUANT TO CLAUSE (2)(D) ABOVE), IT WILL FURNISH TO SUNTRUST BANK, AS TRUSTEE
(OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR
OTHER INFORMATION AS THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (4) AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE
EARLIER OF THE TRANSFER OF THIS NOTE PURSUANT TO CLAUSE (2)(D) ABOVE OR UPON ANY
TRANSFER OF THIS NOTE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION). THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE
TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING
RESTRICTION.]



                                AGCO CORPORATION

              1-3/4% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2033

                                                             CUSIP: [__________]

No.                                                                 $___________

                  AGCO CORPORATION, a corporation duly organized and validly
existing under the laws of the State of Delaware (herein called the "COMPANY",
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received hereby promises to pay to
___________________ or its registered assigns, [the principal sum of
_________________________DOLLARS] [the principal sum set forth on Schedule I
hereto](1) on December 31, 2033 at the office or agency of the Company
maintained for that purpose in accordance with the terms of the Indenture, in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
interest, semiannually on June 30 and December 31 of each year, commencing June
30, 2004, on said principal sum at said office or agency, in like coin or
currency, at the rate per annum of 1-3/4%, from the June 30 or December 31, as
the case may be, next preceding the date of this Note to which interest has been
paid or duly provided for, unless the date hereof is a date to which interest
has been paid or duly provided for, in which case from the date of this Note, or
unless no interest has been paid or duly provided for on the Notes, in which
case from December 23, 2003 until payment of said principal sum has been made or
duly provided for. Notwithstanding the foregoing, if the date hereof is after
any June 15 or December 15, as the case may be, and before the following June 30
or December 31, this Note shall bear interest from such June 30 or December 31;
provided that if the Company shall default in the payment of interest due on
such June 30 or December 31, then this Note shall bear interest from the next
preceding June 30 or December 31 to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for on such Note,
from December 23, 2003. Except as otherwise provided in the Indenture, the
interest payable on the Note pursuant to the Indenture on any June 30 or
December 31 will be paid to the Person entitled thereto as it appears in the
Note register at the close of business on the record date, which shall be the
June 15 or December 15 (whether or not a Business Day) next preceding such June
30 or December 31, as provided in the Indenture; provided that any such interest
not punctually paid or duly provided for shall be payable as provided in the
Indenture. Interest may, at the option of the Company, be paid either (i) by
check mailed to the registered address of such Person (provided that the holder
of Notes with an aggregate principal amount in excess of $2,000,000 shall, at
the written election (timely made and containing appropriate wire transfer
information) of such holder, be paid by wire transfer of immediately available
funds) or (ii) by transfer to an account maintained by such Person located in
the United States; provided that payments to the Depositary will be made by wire
transfer of immediately available funds to the account of the Depositary or its
nominee.

- ------------------
(1) For Global Notes only.

                                     - 1 -


                  The Company promises to pay interest on overdue principal and
premium, if any, (to the extent that payment of such interest is enforceable
under applicable law) at the rate of 2-3/4%, per annum.

                  Reference is made to the further provisions of this Note set
forth on the reverse hereof, including, without limitation, provisions giving
the holder of this Note the right to convert this Note into Common Stock of the
Company on the terms and subject to the limitations referred to on the reverse
hereof and as more fully specified in the Indenture. Such further provisions
shall for all purposes have the same effect as though fully set forth at this
place.

                  This Note shall be deemed to be a contract made under the laws
of the State of New York, and for all purposes shall be construed in accordance
with and governed by the laws of the State of New York without reference to its
principles of conflict of laws.

                  This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been manually
signed by the Trustee or a duly authorized authenticating agent under the
Indenture.

                                     - 2 -


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

                                                   AGCO CORPORATION

                                                   By: _________________________

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

SUNTRUST BANK, as Trustee

By: ____________________________
    Authorized Officer

Dated:

                                     - 3 -


                             FORM OF REVERSE OF NOTE

                                AGCO CORPORATION

                     1-3/4% CONVERTIBLE SENIOR NOTE DUE 2033

                  This Note is one of a duly authorized issue of Notes of the
Company, designated as its 1-3/4% Convertible Senior Subordinated Notes Due 2033
(herein called the "NOTES"), limited in aggregate principal amount to
$201,250,000, issued and to be issued under and pursuant to an Indenture dated
as of December 23, 2003 (herein called the "INDENTURE"), between the Company and
SunTrust Bank, as trustee (herein called the "TRUSTEE"), to which Indenture and
all indentures supplemental thereto reference is hereby made for a description
of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the holders of the Notes.

                  In case an Event of Default shall have occurred and be
continuing, the principal of, and premium, if any, and accrued interest on, all
Notes may be declared by either the Trustee or the holders of not less than 25%
in aggregate principal amount of the Notes then outstanding, and upon said
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.

                  The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of at least a majority in aggregate
principal amount of the Notes at the time outstanding, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or modifying
in any manner the rights of the holders of the Notes; provided that no such
supplemental indenture shall (i) extend the fixed maturity of any Note, or
reduce the rate or change the time of payment of interest thereon, or reduce the
principal amount thereof or premium, if any, thereon or reduce any amount
payable on redemption or repurchase thereof, or impair the right of any
Noteholder to institute suit for the payment thereof, or make the principal
thereof or interest or premium, if any, thereon payable in any coin or currency
or payable at any place other than that provided in the Indenture or the Notes,
or change the obligation of the Company to redeem any Note on a redemption date
in a manner adverse to the holders of Notes, or change the obligation of the
Company to redeem any Note upon the happening of a Fundamental Change in a
manner adverse to the holders of Notes, or change the obligation of the Company
to repurchase any Note on a Repurchase Date in a manner adverse to the holders
of Notes, or reduce the Conversion Rate otherwise than in accordance with the
terms of the Indenture or otherwise impair the right to convert the Notes into
Common Stock subject to the terms set forth herein, including Section 14.06,
thereof, or adversely modify, in any material respect, the provisions of Article
15, or reduce the quorum or the voting requirements under the Indenture, or
modify any of the provisions of Section 10.02 or Section 6.07, except to
increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the holder of each
Note so affected, or change any obligation of the Company to maintain an office
or agency in the places and for the purposes set forth in Section 4.01 thereof,
in each case, without the consent of the holder of each Note so affected, or
(ii) reduce the aforesaid percentage of Notes, the holders of which are required
to consent to any such supplemental indenture or to waive any past Event of
Default, without the

                                     - 4 -


consent of the holders of each Notes affected thereby. Subject to the provisions
of the Indenture, the holders of a majority in aggregate principal amount of the
Notes at the time outstanding may on behalf of the holders of all of the Notes
waive any past default or Event of Default under the Indenture and its
consequences except a default in the payment of interest, or any premium on or
the principal of, any of the Notes, or a failure by the Company to convert any
Notes into Common Stock of the Company, or a default in the payment of the
redemption price, or a default in the payment of the repurchase price on a
Repurchase Date, or a default in respect of a covenant or provisions of the
Indenture which under Article 10 of the Indenture cannot be modified or amended
without the consent of the holders of each or all Notes then outstanding or
affected thereby. Any such consent or waiver by the holder of this Note (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
holder and upon all future holders and owners of this Note and any Notes which
may be issued in exchange or substitution hereof, irrespective of whether or not
any notation thereof is made upon this Note or such other Notes.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, and any premium
and interest on, this Note at the place, at the respective times, at the rate
and in the coin or currency herein prescribed.

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

                  The Notes are issuable in fully registered form, without
coupons, in denominations of $1,000 principal amount and any multiple of $1,000.
At the office or agency of the Company referred to on the face hereof, and in
the manner and subject to the limitations provided in the Indenture, without
payment of any service charge but with payment of a sum sufficient to cover any
tax, assessment or other governmental charge that may be imposed in connection
with any registration or exchange of Notes, Notes may be exchanged for a like
aggregate principal amount of Notes of any other authorized denominations.

                  At any time on or after January 1, 2011, the Notes may be
redeemed at the option of the Company, in whole or in part, in cash, upon
mailing a notice of such redemption not less than 30 days but not more than 60
days before the redemption date to the holders of Notes at their last registered
addresses, all as provided in the Indenture, at 100% of the principal amount of
the Notes to be redeemed, together with accrued and unpaid interest, if any, to,
but excluding the date fixed for redemption; provided that if the redemption
date is on a March 15 or September 15, then the interest payable on such date
shall be paid to the holder of record on the preceding March 1 or September 1,
respectively:

                  The Company may not give notice of any redemption of the Notes
if a default in the payment of interest or premium, if any, on the Notes has
occurred and is continuing.

                  The Notes are not subject to redemption through the operation
of any sinking fund.

                                     - 5 -


                  If a Fundamental Change occurs at any time prior to maturity
of the Notes, this Note will be redeemable on a Fundamental Change Redemption
Date, 30 days after notice thereof, at the option of the holder of this Note at
a redemption price equal to 100% of the principal amount thereof, together with
accrued interest to (but excluding) the redemption date; provided that if such
Fundamental Change Redemption Date is a June 30 or December 31, the interest
payable on such date shall be paid to the holder of record of this Note on the
preceding June 15 or December 15, respectively. The Notes will be redeemable in
multiples of $1,000 principal amount. The Company shall mail to all holders of
record of the Notes a notice of the occurrence of a Fundamental Change and of
the redemption right arising as a result thereof on or before the 10th day after
the occurrence of such Fundamental Change. For a Note to be so redeemed at the
option of the holder, the Company must receive at the office or agency of the
Company maintained for that purpose in accordance with the terms of the
Indenture, such Note with the form entitled "Option to Elect Repayment Upon a
Fundamental Change" on the reverse thereof duly completed, together with such
Note, duly endorsed for transfer, on or before the 30th day after the date of
such notice of a Fundamental Change (or if such 30th day is not a Business Day,
the immediately succeeding Business Day).

                  Subject to the terms and conditions of the Indenture, the
Company shall become obligated to purchase, at the option of the holder, all or
any portion of the Notes held by such holder, in cash, on December 31, 2010,
December 31, 2013, December 31, 2018, December 31, 2023 and December 31, 2028,
in whole multiples of $1,000 at a purchase price of 100% of the principal
amount, plus any accrued and unpaid interest, on such Note up to the Repurchase
Date. To exercise such right, a holder shall deliver to the Company such Note
with the form entitled "Repurchase Notice" on the reverse thereof duly
completed, together with the Note, duly endorsed for transfer, at any time from
the opening of business on the date that is 20 Business Days prior to such
Repurchase Date until the close of business on the Repurchase Date, and shall
deliver the Notes to the Trustee (or other paying agent appointed by the
Company) as set forth in the Indenture.

                  Holders have the right to withdraw any Repurchase Notice by
delivering to the Trustee (or other paying agent appointed by the Company) a
written notice of withdrawal up to the close of business on the Repurchase Date,
all as provided in the Indenture.

                  If cash sufficient to pay the purchase price of all Notes or
portions thereof to be purchased as of the Repurchase Date is deposited with the
Trustee (or other paying agent appointed by the Company), on the Business Day
following the Repurchase Date, interest will cease to accrue on such Notes (or
portions thereof) immediately after such Repurchase Date, and the holder thereof
shall have no other rights as such other than the right to receive the purchase
price upon surrender of such Note.

                  Subject to the occurrence of certain events and in compliance
with the provisions of the Indenture, the holder hereof has the right, at its
option, to convert each $1,000 principal amount of the Notes into 44.7193 shares
of the Company's Common Stock, subject to adjustment as provided in the
Indenture. A Note in respect of which a holder is exercising its right to
require redemption upon a Fundamental Change or repurchase on a Repurchase Date
may be converted only if such holder withdraws its election to exercise either
such right in accordance with the terms of the Indenture. The Conversion Rate
for the Notes on any

                                     - 6 -


Conversion Date shall be determined as set forth in the Indenture. The Company
shall deliver cash or a check in lieu of any fractional share of Common Stock.

                  The Company shall deliver to the holder through the Conversion
Agent, no later than the third Business Day following the Conversion Date, a
certificate for the number of whole shares of Common Stock issuable upon the
conversion and, if applicable, cash in lieu of any fractional shares.

                  A holder may convert a portion of a Note if the principal
amount of such portion is $1,000 or an integral multiple of $1,000. No payment
or adjustment shall be made for dividends on the Common Stock except as provided
in the Indenture. On conversion of a Note, except for conversion during the
period from the close of business on any record date immediately preceding any
interest payment date to the close of business on the Business Day immediately
preceding such interest payment date, in which case the holder on such record
date shall receive the interest payable on such interest payment date, that
portion of accrued and unpaid interest on the converted Note attributable to the
period from the most recent interest payment date (or, if no interest payment
date has occurred, from the date of original issuance of the Notes) through the
Conversion Date shall not be cancelled, extinguished or forfeited, but rather
shall be deemed to be paid in full to the holder thereof through delivery of the
Common Stock (together with the cash payment, if any, in lieu of fractional
shares), or cash in lieu thereof, in exchange for the Note being converted
pursuant to the provisions hereof.

                  Notes or portions thereof surrendered for conversion during
the period from the close of business on any record date immediately preceding
any interest payment date to the close of business on the Business Day
immediately preceding such interest payment date shall be accompanied by payment
to the Company or its order, in immediately available funds or other funds
acceptable to the Company, of an amount equal to the interest payable on such
interest payment date with respect to the principal amount of Notes or portions
thereof being surrendered for conversion; provided that no such payment need be
made if (1) the Company has specified a Redemption Date that occurs during the
period from the close of business on a record date to the close of business on
the Business Day immediately preceding the interest payment date to which such
record date relates, (2) the Company has specified a Fundamental Change
Redemption Date during such period or (3) only to the extent of overdue
interest, any overdue interest exists on the Conversion Date with respect to the
Notes converted.

                  No fractional shares will be issued upon conversion; in lieu
thereof, an amount will be paid in cash based upon the current market price of
the Common Stock as provided in Section 14.03 of the Indenture.

                  To convert a Note, a holder must (a) complete and manually
sign the conversion notice set forth below or a facsimile thereof and deliver
such notice to a Conversion Agent, (b) surrender the Note to the Conversion
Agent, (c) furnish appropriate endorsements and transfer documents (including
any certification that may be required under applicable law) if required by the
Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if
required pay funds equal to the interest payable on the next interest payment
date.

                  The Conversion Rate will be adjusted as set forth in Article
14 of the Indenture.

                                     - 7 -


                  Any Notes called for redemption, unless surrendered for
conversion by the holders thereof on or before the close of business on the
Business Day preceding the redemption date, may be deemed to be redeemed from
the holders of such Notes for an amount equal to the applicable redemption
price, together with accrued but unpaid interest to, but excluding, the date
fixed for redemption, by one or more investment banks or other purchasers who
may agree with the Company (i) to purchase such Notes from the holders thereof
and convert them into shares of the Company's Common Stock and (ii) to make
payment for such Notes as aforesaid to the Trustee in trust for the holders.

                  Upon due presentment for registration of transfer of this Note
at the office or agency of the Company maintained for that purpose in accordance
with the terms of the Indenture, a new Note or Notes of authorized denominations
for an equal aggregate principal amount will be issued to the transferee in
exchange thereof, subject to the limitations provided in the Indenture, without
charge except for any tax, assessment or other governmental charge imposed in
connection therewith.

                  The Company, the Trustee, any authenticating agent, any paying
agent, any Conversion Agent and any Note registrar may deem and treat the
registered holder hereof as the absolute owner of this Note (whether or not this
Note shall be overdue and notwithstanding any notation of ownership or other
writing hereon made by anyone other than the Company or any Note registrar) for
the purpose of receiving payment hereof, or on account hereof, for the
conversion hereof and for all other purposes, and neither the Company nor the
Trustee nor any other authenticating agent nor any paying agent nor other
Conversion Agent nor any Note registrar shall be affected by any notice to the
contrary. All payments made to or upon the order of such registered holder
shall, to the extent of the sum or sums paid, satisfy and discharge liability
for monies payable on this Note.

                  No recourse for the payment of the principal of, or any
premium or interest on, this Note, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any supplemental indenture or in
any Note, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, employee, agent, officer or
director or subsidiary, as such, past, present or future, of the Company or of
any successor corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution, statute or rule of
law or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by acceptance hereof and as part of the consideration for the
issue hereof, expressly waived and released.

                  Terms used in this Note and defined in the Indenture are used
herein as therein defined.

                                     - 8 -


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription of
the face of this Note, shall be construed as though they were written out in
full according to applicable laws or regulations.


                                                    
TEN COM -  as tenants in common                        UNIF GIFT MIN ACT -___ Custodian ___
TEN ENT -  as tenant by the entireties                 (Cust)               (Minor)
JT TEN -   as joint tenants with right of              under Uniform Gifts to Minors Act
           survivorship and not as tenants in common   ____________________________
                                                                          (State)


                  Additional abbreviations may also be used though not in the
above list.

                                     - 9 -


                                CONVERSION NOTICE

TO:               AGCO CORPORATION
                  SUNTRUST BANK

                  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 a multiple thereof) below designated, into shares of Common
Stock of AGCO Corporation 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. Capitalized terms used herein but not defined shall have the
meanings ascribed to such terms in the Indenture. 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: ______________________

                                                     ___________________________
                                                     Name of Holder or
                                                     underlying participant of
                                                     Depository

                                                     ___________________________

                                                     ___________________________
                                                     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

                  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)

                                     - 10 -


__________________________________
(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:

__________________________________

                                     - 11 -


                            OPTION TO ELECT REPAYMENT
                             UPON A DESIGNATED EVENT

TO:               AGCO CORPORATION
                  SUNTRUST BANK

                  The undersigned registered owner of this Note hereby
irrevocably acknowledges receipt of a notice from AGCO Corporation (the
"COMPANY") as to the occurrence of a Fundamental Change with respect to the
Company and requests and instructs the Company to redeem the entire principal
amount of this Note, or the portion thereof (which is $1,000 or a multiple
thereof) below designated, in accordance with the terms of the Indenture
referred to in this Note at the price of 100% of such entire principal amount or
portion thereof, together with accrued interest to, but excluding, the
Fundamental Change Redemption Date, to the registered holder hereof. Capitalized
terms used herein but not defined shall have the meanings ascribed to such terms
in the Indenture.

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

                                     - 12 -


                                REPURCHASE NOTICE

TO:               AGCO CORPORATION
                  SUNTRUST BANK

The undersigned registered owner of this Note hereby irrevocably acknowledges
receipt of a notice from AGCO Corporation (the "COMPANY") regarding the right of
holders to elect to require the Company to repurchase the Notes and requests and
instructs the Company to repay the entire principal amount of this Note, or the
portion thereof (which is $1,000 or an integral multiple thereof) below
designated, in accordance with the terms of the Indenture at the price of 100%
of such entire principal amount or portion thereof, together with accrued
interest to, by excluding, the Repurchase Date, to the registered holder hereof.
Capitalized terms used herein but not defined shall have the meanings ascribed
to such terms in the Indenture. The Notes shall be repurchased by the Company as
of the Repurchase Date pursuant to the terms and conditions specified in the
Indenture.

                  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.

                  Note Certificate Number (if applicable):

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

                  Social Security or Other Taxpayer Identification Number:

                                     - 13 -


                                   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 Company, 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 of 1933, as amended (or any successor provision) (other
than any transfer pursuant to a registration statement that has been declared
effective under the Securities Act of 1933, as amended), the undersigned
confirms that such Note is being transferred:

         -        To AGCO Corporation or a subsidiary thereof; or

         -        To a "qualified institutional buyer" in compliance with Rule
                  144A under the Securities Act of 1933, as amended; or

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

         -        Pursuant to a Registration Statement which has been declared
                  effective under the Securities Act of 1933, as amended, and
                  which continues to be effective at the time of transfer;

and unless the Note has been transferred to AGCO Corporation or a subsidiary
thereof, the undersigned confirms that such Note is not being transferred to an
"affiliate" of the Company as defined in Rule 144 under the Securities Act of
1933, as amended.

                  Unless one of the boxes is checked, the Trustee will refuse to
register any of the Notes evidenced by this certificate in the name of any
person other than the registered holder thereof.

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

                                     - 14 -


                                                     for, STAMP, all in
                                                     accordance with the
                                                     Securities Exchange Act of
                                                     1934, as amended.

                                                     ___________________________
                                                     Signature Guarantee

NOTICE: The signature on the Conversion Notice, the Option to Elect Redemption
Upon a Fundamental Change, the 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.

                                     - 15 -


                                                                      Schedule I

[Include Schedule I only for a Global Note]

                                AGCO CORPORATION
                        1-3/4% Convertible Note Due 2033

No. _______



                         Notation Explaining Principal  Authorized Signature of
Date   Principal Amount        Amount Recorded            Trustee or Custodian
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                                     - 16 -

                                                                    EXHIBIT 10.1

                          REGISTRATION RIGHTS AGREEMENT

                          DATED AS OF DECEMBER 23, 2003

                                     BETWEEN

                                AGCO CORPORATION

                                       AND

                       MORGAN STANLEY & CO. INCORPORATED,

                   AS REPRESENTATIVE OF THE INITIAL PURCHASERS




         REGISTRATION RIGHTS AGREEMENT dated as of December 23, 2003 between
AGCO Corporation, a Delaware corporation (the "COMPANY"), and Morgan Stanley &
Co. Incorporated, as representative of the several initial purchasers listed on
Schedule I (the "INITIAL PURCHASERS") to the Purchase Agreement dated December
17, 2003 (the "PURCHASE AGREEMENT") with the Company. In order to induce the
Initial Purchasers to enter into the Purchase Agreement, the Company has agreed
to provide the registration rights set forth in this Agreement. The execution of
this Agreement is a condition to the closing under the Purchase Agreement.

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

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

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

         "AMENDMENT EFFECTIVENESS DEADLINE" has the meaning set forth in Section
2(d) hereof.

         "BUSINESS DAY" means any day, except a Saturday, Sunday or legal
holiday on which banking institutions in The City of New York are authorized or
obligated by law or executive order to close.

         "COMMON STOCK" means the shares of common stock, $0.01 par value per
share, of the Company, together with the Rights evidenced by such common stock
to the extent provided in the Rights Plan, and any other shares of common stock
as may constitute "Common Stock" for purposes of the Indenture, including the
Underlying Common Stock.

         "CONVERSION PRICE" has the meaning assigned such term in the Indenture.

         "DEFERRAL NOTICE" has the meaning set forth in Section 3(h) hereof.

         "DEFERRAL PERIOD" has the meaning set forth in Section 3(h) hereof.

         "EFFECTIVENESS DEADLINE" has the meaning set forth in Section 2(a)
hereof.



         "EFFECTIVENESS PERIOD" means the period commencing on the first date
that a Shelf Registration Statement is declared effective under the Securities
Act hereof and ending on the date that all Securities and the Underlying Common
Stock have ceased to be Registrable Securities.

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

         "FILING DEADLINE" has the meaning set forth in Section 2(a) hereof.

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

         "INDENTURE" means the Indenture dated as of December 23, 2003 between
the Company and SunTrust Bank, as trustee, pursuant to which the Securities are
being issued.

         "INITIAL PURCHASERS" means the Initial Purchasers named in Schedule I
to the Purchase Agreement.

         "INTEREST PAYMENT DATE" means each June 30 and December 31.

         "ISSUE DATE" means the first date of original issuance of the
Securities.

         "LIQUIDATED DAMAGES AMOUNT" has the meaning set forth in Section 2(e)
hereof.

         "MATERIAL EVENT" has the meaning set forth in Section 3(h) hereof.

         "NOTICE AND QUESTIONNAIRE" means a written notice delivered to the
Company containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex A to the Offering
Memorandum of the Company dated December 17, 2003 relating to the Securities.

         "NOTICE HOLDER" means, on any date, any Holder that has delivered a
properly completed Notice and Questionnaire to the Company on or prior to such
date.

         "PURCHASE AGREEMENT" has the meaning set forth in the preamble hereof.

         "PROSPECTUS" means a prospectus relating to a Shelf Registration
Statement, as amended or supplemented, and all materials incorporated by
reference in such Prospectus.

         "RECORD HOLDER" means with respect to any Interest Payment Date
relating to any Securities or Underlying Common Stock as to which any Liquidated
Damages Amount has accrued, the registered holder of such Security

                                       2


or Underlying Common Stock on the June 15 or December 15 immediately preceding
the Interest Payment Date.

         "REGISTRABLE SECURITIES" means the Securities until such Securities
have been converted into or exchanged for the Underlying Common Stock and, at
all times subsequent to any such conversion, the Underlying Common Stock and any
securities into or for which such Underlying Common Stock has been converted or
exchanged, and any security issued with respect thereto upon any stock dividend,
split or similar event until, in the case of any such security, (A) the earliest
of (i) its effective registration under the Securities Act and resale in
accordance with a Shelf Registration Statement, (ii) expiration of the holding
period that would be applicable thereto under Rule 144(k) or (iii) its sale to
the public pursuant to Rule 144 (or any similar provision then in force, but not
Rule 144A) under the Securities Act, and (B) as a result of the event or
circumstance described in any of the foregoing clauses (i) through (iii), the
legend with respect to transfer restrictions required under the Indenture is
removed or removable in accordance with the terms of the Indenture or such
legend, as the case may be.

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

         "REGISTRATION DEFAULT PERIOD" has the meaning set forth in Section 2(e)
hereof.

         "RIGHTS PLAN" means the Stockholders Right Plan dated April 27, 1994 of
the Company.

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

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

         "SEC" means the Securities and Exchange Commission.

         "SECURITIES" means the 1-3/4% Convertible Senior Subordinated Notes
Due 2033 of the Company to be purchased pursuant to the Purchase Agreement,
including any Securities purchased by the Initial Purchasers upon exercise of
their option to purchase additional Securities.

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

         "SHELF REGISTRATION STATEMENT" has the meaning set forth in Section
2(a) hereof, including amendments to such registration statement, all exhibits
and all materials incorporated by reference in such registration statement.

                                       3


         "SPECIAL COUNSEL" means Alston & Bird LLP or one such other successor
counsel as shall be specified by the Holders of a majority of the Registrable
Securities, but which may, with the written consent of the Initial Purchasers
(which shall not be unreasonably withheld), be another nationally recognized law
firm experienced in securities law matters designated by the Company. For
purposes of determining Holders of a majority of the Registrable Securities in
this definition, Holders of Securities shall be deemed to be the Holders of the
number of shares of Underlying Common Stock into which such Securities are or
would be convertible as of the date the consent is requested.

         "TRUSTEE" means SunTrust Bank, the Trustee under the Indenture.

         "UNDERLYING COMMON STOCK" means the Common Stock into which the
Securities are convertible or issued upon any such conversion.

         Section 2. Shelf Registration. The Company shall prepare and file or
cause to be prepared and filed with the SEC, as soon as practicable but in any
event by the date (the "FILING DEADLINE") 90 days after the Issue Date, a
registration statement for an offering to be made on a delayed or continuous
basis pursuant to Rule 415 of the Securities Act registering the resale from
time to time by Holders thereof of the Registrable Securities (a "SHELF
REGISTRATION STATEMENT"). The Shelf Registration Statement shall be on Form S-3
or another appropriate form permitting registration of the Registrable
Securities for resale by the Holders in accordance with the methods of
distribution elected by the Holders and set forth in the Shelf Registration
Statement. The Company shall use its best efforts to cause a Shelf Registration
Statement to be declared effective under the Securities Act as promptly as is
practicable but in any event by the date (the "EFFECTIVENESS DEADLINE") that is
180 days after the Issue Date, and to keep a Shelf Registration Statement
continuously effective under the Securities Act until the expiration of the
Effectiveness Period. Each Holder that became a Notice Holder on or prior to the
date ten Business Days prior to the initial Shelf Registration Statement is
declared effective shall be named as a selling securityholder in the initial
Shelf Registration Statement and the related Prospectus in such a manner as to
permit such Holder to deliver the Prospectus to purchasers of Registrable
Securities in accordance with applicable law. None of the Company's security
holders (other than the Notice Holders) shall have the right to include any of
the Company's securities in a Shelf Registration Statement unless the Holders
have first had an opportunity to include all Registrable Securities held by the
Holders in such Shelf Registration Statement.

         (b)      If a Shelf Registration Statement covering resales of the
Registrable Securities ceases to be effective for any reason at any time during
the Effectiveness Period (other than because all securities registered
thereunder shall have been resold pursuant thereto or shall have otherwise
ceased to be Registrable Securities), the Company shall use its reasonable best
efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within 45 days of such cessation
of effectiveness amend the Shelf

                                       4


Registration Statement in a manner reasonably expected to obtain the withdrawal
of the order suspending the effectiveness thereof, or file an additional Shelf
Registration Statement so that all Registrable Securities outstanding as of the
date of such filing are covered by a Shelf Registration Statement. If a new
Shelf Registration Statement is filed, the Company shall use its reasonable best
efforts to cause the new Shelf Registration Statement to become effective as
promptly as is practicable after such filing and to keep the new Shelf
Registration Statement continuously effective until the end of the Effectiveness
Period.

         (c)      The Company shall amend and supplement the Prospectus and
amend the Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or file a new Shelf Registration Statement, if
required by the Securities Act, or any other documents necessary to name a
Notice Holder as a selling securityholder pursuant to Section 2(d) below.

         (d)      Each Holder may sell Registrable Securities pursuant to a
Shelf Registration Statement and related Prospectus only in accordance with this
Section 2(d) and Section 3(h). Each Holder wishing to sell Registrable
Securities pursuant to a Shelf Registration Statement and related Prospectus
shall deliver a Notice and Questionnaire to the Company at least three (3)
Business Days prior to any intended distribution of Registrable Securities under
the Shelf Registration Statement. No Holder shall be entitled to be named as a
selling securityholder in the Shelf Registration Statement, and no Holder shall
be entitled to use the Prospectus that is part of the Shelf Registration
Statement for offers and resales of Registrable Securities at any time, unless
such Holder has returned a properly completed and signed Notice and
Questionnaire to the Company by the deadline for response set forth herein. From
and after the date the initial Shelf Registration Statement is declared
effective, the Company shall, as promptly as practicable after the date a Notice
and Questionnaire is delivered, and in any event upon the later of (x) 20
Business Days after such date or (y) five Business Days after the expiration of
any Deferral Period in effect when the Notice and Questionnaire is delivered or
put into effect within 20 Business Days of such delivery date:

                  (i)      if required by applicable law, file with the SEC a
         post-effective amendment to the Shelf Registration Statement (and if
         the Company shall have received a Notice and Questionnaire from another
         Holder before such post-effective amendment has been declared effective
         by the SEC, the Company shall have thirty (30) Business Days to file
         another post-effective amendment with the SEC with respect to such
         Holder) or prepare and, if required by applicable law, file a
         supplement to the related Prospectus or a supplement or amendment to
         any document incorporated therein by reference or file a new Shelf
         Registration Statement or any other required document so that the
         Holder delivering such Notice and Questionnaire is named as a selling
         securityholder in a Shelf Registration Statement and the related
         Prospectus in such a manner as to permit such Holder to deliver such
         Prospectus to purchasers of the

                                       5


         Registrable Securities in accordance with applicable law and, if the
         Company shall file a post-effective amendment to a Shelf Registration
         Statement or shall file a new Shelf Registration Statement, the Company
         shall use its reasonable best efforts to cause such post-effective
         amendment or new Shelf Registration Statement to be declared effective
         under the Securities Act as promptly as is practicable, but in any
         event by the date (the "AMENDMENT EFFECTIVENESS DEADLINE") that is 45
         days after the date such post-effective amendment or new Shelf
         Registration Statement is required by this clause to be filed;

                  (ii)     provide such Holder copies of any documents filed
         pursuant to Section 2(d)(i); and

                  (iii)    notify such Holder as promptly as practicable after
         the effectiveness under the Securities Act of any new Shelf
         Registration Statement or post-effective amendment filed pursuant to
         Section 2(d)(i);

provided that if such Notice and Questionnaire is delivered during a Deferral
Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Deferral Period in accordance with Section
3(h). Notwithstanding anything contained herein to the contrary, (i) the Company
shall be under no obligation to name any Holder that is not a Notice Holder as a
selling securityholder in any Shelf Registration Statement or related Prospectus
and (ii) the Amendment Effectiveness Deadline shall be extended by up to ten
Business Days from the expiration of a Deferral Period (and the Company shall
incur no obligation to pay liquidated damages during such extension if such
Deferral Period shall be in effect on the Amendment Effectiveness Deadline).

         (e)      The parties hereto agree that the Holders of Registrable
Securities will suffer damages, and that it would not be feasible to ascertain
the extent of such damages with precision, if, other than as permitted
hereunder:

                  (i)      a Shelf Registration Statement has not been filed on
         or prior to the Filing Deadline,

                  (ii)     a Shelf Registration Statement has not been declared
         effective under the Securities Act on or prior to the Effectiveness
         Deadline,

                  (iii)    the Company has failed to perform its obligations set
         forth in Section 2(d)(i) within the time period required therein,

                  (iv)     a new Shelf Registration Statement or a
         post-effective amendment to a Shelf Registration Statement filed
         pursuant to Section 2(d)(i) has not become effective under the
         Securities Act on or prior to the Amendment Effectiveness Deadline,

                                       6


                  (v)      the aggregate duration of Deferral Periods in any
         period exceeds the number of days permitted in respect of such period
         pursuant to Section 3(h) hereof, or

                  (vi)     the number of Deferral Periods in any period exceeds
         the number permitted in respect of such period pursuant to Section 3(h)
         hereof.

Each event described in any of the foregoing clauses (i) through (vi) is
individually referred to herein as a "REGISTRATION DEFAULT." For purposes of
this Agreement, each Registration Default set forth above shall begin and end on
the dates set forth in the table set forth below:



  Type of
Registration
 Default by
   Clause                     Beginning Date                                Ending Date
- ------------  ----------------------------------------------  ------------------------------------------
                                                        
(i)           Filing Deadline                                 the date a Shelf Registration Statement is
                                                              filed

(ii)          Effectiveness Deadline                          the date a Shelf Registration Statement
                                                              becomes effective under the Securities Act

(iii)         the date by which the Company is required to    the date the Company performs its
              perform its obligations under Section 2(d)(i)   obligations set forth in Section 2(d)(i)

(iv)          the Amendment Effectiveness Deadline            the date the applicable post-effective
                                                              amendment to a Shelf Registration
                                                              Statement or a new Shelf Registration
                                                              Statement becomes effective under the
                                                              Securities Act

(v)           the date on which the aggregate duration of     termination of the Deferral Period that
              Deferral Periods in any period exceeds the      caused the limit on the aggregate duration
              number of days permitted by Section 3(h)        of Deferral Periods to be exceeded

(vi)          the date of commencement of a Deferral Period   termination of the Deferral Period that
              that causes the number of Deferral Periods to   caused the number of Deferral Periods
              exceed the number                               to exceed the number


                                       7




  Type of
Registration
 Default by
   Clause                     Beginning Date                                Ending Date
- ------------  ----------------------------------------------  ------------------------------------------
                                                        
              permitted by Section 3(h)                       permitted by Section 3(h)


For purposes of this Agreement, Registration Defaults shall begin on the dates
set forth in the table above and shall continue until the ending dates set forth
in the table above.

         Commencing on (and including) any date that a Registration Default has
begun and ending on (but excluding) the next date on which there are no
Registration Defaults that have occurred and are continuing (a "REGISTRATION
DEFAULT PERIOD"), the Company shall pay, as liquidated damages and not as a
penalty, to Record Holders of Registrable Securities an amount (the "LIQUIDATED
DAMAGES AMOUNT") accruing for each day in the Registration Default Period, (i)
in respect of any Security, at a rate per annum equal to 0.5% of the aggregate
principal amount of such Security and (ii) in respect of each share of
Underlying Common Stock that has been issued upon conversion of a Security, at a
rate per annum equal to 0.5% on the Conversion Price on such date (the
"LIQUIDATED DAMAGES AMOUNT"), as the case may be; provided that in the case of a
Registration Default Period that is in effect solely as a result of a
Registration Default of the type described in clause (iii) or (iv) of the
preceding paragraph, such Liquidated Damages Amount shall be paid only to the
Holders (as set forth in the succeeding paragraph) that have delivered a
properly completed Notices and Questionnaires that caused the Company to incur
the obligations set forth in Section 2(d) the non-performance of which is the
basis of such Registration Default. In calculating the Liquidated Damages Amount
on shares of Underlying Common Stock on any date on which no Securities are
outstanding, the Conversion Price used shall be based on the Conversion Price
that would be in effect if the Securities were still outstanding.
Notwithstanding the foregoing, no Liquidated Damages Amount shall accrue as to
any Registrable Security from and after the earlier of (x) the date such
security is no longer a Registrable Security and (y) expiration of the
Effectiveness Period. The rate of accrual of the Liquidated Damages Amountwith
respect to any period shall not exceed the rate provided for in this paragraph
notwithstanding the occurrence of multiple concurrent Registration Defaults.

         The Liquidated Damages Amount shall accrue from the first day of the
applicable Registration Default Period, and shall be payable on each Interest
Payment Date during the Registration Default Period (and on the Interest Payment
Date next succeeding the end of the Registration Default Period if the
Registration Default Period does not end on a Interest Payment Date) to the
Record Holders of the Registrable Securities entitled thereto; provided that any
Liquidated Damages Amount accrued with respect to any Security or portion
thereof redeemed by the

                                       8


Company on a redemption date, purchased by the Company on a repurchase date or
converted into Underlying Common Stock on a conversion date prior to the
Interest Payment Date, shall, in any such event, be paid instead to the Holder
who submitted such Security or portion thereof for redemption, purchase or
conversion on the applicable redemption date, repurchase date or conversion
date, as the case may be, on such date (or promptly following the conversion
date, in the case of conversion), unless the redemption date or the repurchase
date, as the case may be, falls after June 15 or December 15 and on or prior to
the corresponding Interest Payment Date; and provided further, that, in the case
of a Registration Default of the type described in clause (iii) or (iv) of the
first paragraph of this Section 2(e) such Liquidated Damages Amount shall be
paid only to the Holders entitled thereto pursuant to such first paragraph by
check mailed to the address set forth in the Notice and Questionnaire delivered
by such Holder. The Trustee shall be entitled, on behalf of registered holders
of Securities or Underlying Common Stock, to seek any available remedy for the
enforcement of this Agreement, including for the payment of such Liquidated
Damages Amount. Notwithstanding the foregoing, the parties agree that the sole
damages payable for a violation of the terms of this Agreement with respect to
which liquidated damages are expressly provided shall be such liquidated
damages. Nothing shall preclude any Holder from pursuing or obtaining specific
performance or other equitable relief with respect to this Agreement.

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

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

         Section 3 . Registration Procedures. In connection with the
registration obligations of the Company under Section 2 hereof, the Company
shall:

         (a)      Before filing any Shelf Registration Statement or Prospectus
or any amendments or supplements thereto with the SEC, furnish to the Initial
Purchasers and the Special Counsel of such offering, if any, copies of all such
documents proposed to be filed at least three Business Days prior to the filing
of such Shelf Registration Statement or amendment thereto or Prospectus or
supplement thereto.

         (b)      Subject to Section 3(h), prepare and file with the SEC such
amendments and post-effective amendments to each Shelf Registration Statement as
may be necessary to keep such Shelf Registration Statement continuously

                                       9


effective during the Effectiveness Period; cause the related Prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force) under the
Securities Act; and use its reasonable best efforts to comply with the
provisions of the Securities Act applicable to it with respect to the
disposition of all securities covered by such Shelf Registration Statement
during the Effectiveness Period in accordance with the intended methods of
disposition by the sellers thereof set forth in such Shelf Registration
Statement as so amended or such Prospectus as so supplemented.

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

         (d)      Use its reasonable best efforts to obtain the withdrawal of
any order suspending the effectiveness of a Shelf Registration Statement or the
lifting of any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction in which they
have been qualified for sale, in either case at the earliest possible moment,
and provide immediate notice to each Notice Holder and the Initial Purchasers of
the withdrawal of any such order.

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

                                      10


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

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

         (h)      Upon (A) the issuance by the SEC of a stop order suspending
the effectiveness of a Shelf Registration Statement or the initiation of
proceedings with respect to a Shelf Registration Statement under Section 8(d) or
8(e) of the Securities Act, (B) the occurrence of any event or the existence of
any fact (a "MATERIAL EVENT") as a result of which a Shelf Registration
Statement shall contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading, or any Prospectus shall contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or (C) the occurrence
or existence of any pending corporate development that, in the reasonable
discretion of the Company, makes it

                                      11


appropriate to suspend the availability of a Shelf Registration Statement and
the related Prospectus:

                  (i)      in the case of clause (B) above, as promptly as
         practicable prepare and file, if necessary pursuant to applicable law,
         a post-effective amendment to such Shelf Registration Statement or a
         supplement to the related Prospectus or any document incorporated
         therein by reference or file any other required document that would be
         incorporated by reference into such Shelf Registration Statement and
         Prospectus so that such Shelf Registration Statement does not contain
         any untrue statement of a material fact or omit to state any material
         fact required to be stated therein or necessary to make the statements
         therein not misleading, and such Prospectus does not contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading, as thereafter delivered to the purchasers of the
         Registrable Securities being sold thereunder, and, in the case of a
         post-effective amendment to a Shelf Registration Statement, use its
         best efforts to cause it to be declared effective as promptly as is
         practicable, and

                  (ii)     give notice to the Notice Holders, and the Special
         Counsel, if any, that the availability of a Shelf Registration
         Statement is suspended (a "DEFERRAL NOTICE"), which notice shall
         specify the general reason for the suspension but need not specify
         details of the event giving rise to the suspension.

The Company will use its best efforts to ensure that the use of the Prospectus
may be resumed (x) in the case of clause (A) above, as promptly as is
practicable, (y) in the case of clause (B) above, as soon as, in the sole
judgment of the Company, public disclosure of such Material Event would not be
prejudicial to or contrary to the interests of the Company or, if necessary to
avoid unreasonable burden or expense, as soon as practicable thereafter and (z)
in the case of clause (C) above, as soon as in the reasonable discretion of the
Company, such suspension is no longer appropriate. The Company shall be entitled
to exercise its right under this Section 3(h) to suspend the availability of a
Shelf Registration Statement or any Prospectus, without incurring or accruing
any obligation to pay liquidated damages pursuant to Section 2(e), no more than
twice in any three month period or four times in any twelve month period, and
any such period during which the availability of the Shelf Registration
Statement and any Prospectus is suspended (the "DEFERRAL PERIOD") shall, without
incurring any obligation to pay liquidated damages pursuant to Section 2(e), not
exceed 30 days; provided that the aggregate duration of any Deferral Periods
shall not exceed 30 days in any three month period (or 60 days in any three
month period in the event of a Material Event pursuant to which the Company has
delivered a second notice as required below) or 90 days in any 12 month period;
provided that in the case of a Material Event relating to an acquisition or a
probable acquisition or financing, recapitalization,

                                      12


business combination or other similar transaction, the Company may, without
incurring any obligation to pay liquidated damages pursuant to Section 2(e),
deliver to Notice Holders a second notice to the effect set forth above, which
shall have the effect of extending the Deferral Period by up to an additional 30
days, or such shorter period of time as is specified in such second notice.

         (i)      If requested in writing in connection with a disposition of
Registrable Securities pursuant to a Shelf Registration Statement, make
reasonably available for inspection during normal business hours by a single
representative for the Notice Holders of such Registrable Securities, any
broker-dealers, attorneys and accountants retained by such Notice Holders, all
relevant financial and other records and pertinent corporate documents and
properties of the Company and its subsidiaries, and cause the appropriate
officers, directors and employees of the Company and its subsidiaries to make
reasonably available for inspection during normal business hours on reasonable
notice all relevant information reasonably requested by such representative for
the Notice Holders, or any such broker-dealers, attorneys or accountants in
connection with such disposition, in each case as is customary for similar "due
diligence" examinations; provided that such persons shall first agree in writing
with the Company that any non-public information or information that is in good
faith designated by the Company as confidential at the time of delivery shall be
used solely for the purposes of satisfying "due diligence" obligations under the
Securities Act and exercising rights under this Agreement and shall be kept
confidential by such persons, unless (i) disclosure of such information is
required by court or administrative order or is necessary to respond to
inquiries of regulatory authorities, (ii) in the opinion of Special Counsel,
disclosure of such information is required by law (including any disclosure
requirements pursuant to federal securities laws in connection with the filing
of any Shelf Registration Statement or the use of any prospectus referred to in
this Agreement), (iii) such information becomes generally available to the
public other than as a result of a disclosure or failure to safeguard by any
such person or (iv) such information becomes available to any such person from a
source other than the Company and such source is not bound by a confidentiality
agreement, and provided further that the foregoing inspection and information
gathering shall, to the greatest extent possible, be coordinated on behalf of
all the Notice Holders and the other parties entitled thereto by the Special
Counsel. Any person legally compelled to disclose any such confidential
information made available for inspection shall provide the Company with prompt
prior written notice of such requirement so that the Company may seek a
protective order or other appropriate remedy.

         (j)      Comply in all material respects with all applicable rules and
regulations of the SEC and make generally available to its securityholders
earning statements (which need not be audited) satisfying the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule
promulgated under the Securities Act) for a 12-month period commencing on the
first day of the first fiscal quarter of the Company commencing after the
effective date of a

                                      13


Shelf Registration Statement, which statements shall be made available no later
than 45 days after the end of the 12-month period or 90 days if the 12-month
period coincides with the fiscal year of the Company.

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

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

         (m)      Cooperate and assist in any filings required to be made with
the National Association of Securities Dealers, Inc.

         (n)      Upon (i) the filing of the initial Shelf Registration
Statement and (ii) the effectiveness of the initial Shelf Registration
Statement, announce the same, in each case by release to Reuters Economic
Services and Bloomberg Business News.

         Section 4. Holder's Obligations. (a) Each Holder agrees, by acquisition
of the Registrable Securities, that no Holder shall be entitled to sell any of
such Registrable Securities pursuant to a Shelf Registration Statement or to
receive a Prospectus relating thereto, unless such Holder has furnished the
Company with a properly completed Notice and Questionnaire as required pursuant
to Section 2(d) hereof (including the information required to be included in
such Notice and Questionnaire) and the information set forth in the next
sentence. Each Notice Holder agrees promptly to furnish to the Company all
information required to be disclosed in order to make the information previously
furnished to the Company by such Notice Holder not misleading, either by
statement or omission, and any other information regarding such Notice Holder
and the distribution of such Registrable Securities as the Company may from time
to time reasonably request. No Holder shall be entitled to liquidated damages
pursuant to Section 2(e) hereof unless such Holder shall have provided all such
reasonably requested information. Any sale of any Registrable Securities by any
Holder shall constitute a representation and warranty by such Holder that the
information relating to such Holder and its plan of distribution is correct as
set forth in the Prospectus delivered by such Holder in connection with such
disposition, that such Prospectus does not as of the time of such sale contain
any untrue statement of a material fact relating to or provided by such Holder
or its plan of distribution and that such Prospectus does not as of the time of
such sale omit to state any material

                                      14


fact relating to or provided by such Holder or its plan of distribution
necessary to make the statements in such Prospectus, in the light of the
circumstances under which they were made, not misleading.

         (b)      Upon receipt of any Deferral Notice, each Notice Holder agrees
not to sell any Registrable Securities pursuant to any Shelf Registration
Statement until such Notice Holder's receipt of copies of the supplemented or
amended Prospectus provided for in Section 3(h)(i), or until it is advised in
writing by the Company that the Prospectus may be used and has received copies
of any additional or supplemental filings that are incorporated or deemed
incorporated by reference in such Prospectus, which filings shall be provided
promptly by the Company to each Notice Holder.

         Section 5. Registration Expenses. The Company shall bear all fees and
expenses incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any Shelf
Registration Statement is declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc. and (y) of
compliance with federal and state securities or Blue Sky laws (including,
without limitation, reasonable fees and disbursements of the Special Counsel in
connection with Blue Sky qualifications of the Registrable Securities under the
laws of such jurisdictions as Notice Holders of a majority of the Registrable
Securities being sold pursuant to a Shelf Registration Statement may designate),
(ii) reasonable printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities in a form eligible for deposit
with The Depository Trust Company), (iii) duplication expenses relating to
copies of any Shelf Registration Statement or Prospectus delivered to any
Holders hereunder, (iv) fees and disbursements of counsel for the Company in
connection with any Shelf Registration Statement, (v) reasonable fees and
disbursements of the Trustee and its counsel and of the registrar and transfer
agent for the Common Stock, (vi) Securities Act liability insurance obtained by
the Company in its sole discretion and (vii) the reasonable fees and
disbursements of Special Counsel. In addition, the Company shall pay the
internal expenses of the Company (including, without limitation, all salaries
and expenses of officers and employees performing legal or accounting duties),
the expense of any annual audit, the fees and expenses incurred in connection
with the listing by the Company of the Registrable Securities on any securities
exchange on which similar securities of the Company are then listed and the fees
and expenses of any person, including special experts, retained by the Company.
Notwithstanding the provisions of this Section 5, each seller of Registrable
Securities shall pay any broker's commission, agency fee or underwriter's
discount or commission in connection with the sale of the Registrable Securities
under a Shelf Registration Statement, and all selling expenses or registration
expenses required to be paid by each seller of Registrable Securities by
applicable law.

                                      15


         Section 6 . Indemnification and Contribution.

         (a)      The Company agrees to indemnify and hold harmless each Notice
Holder, each person, if any, who controls any Notice Holder within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act,
and each affiliate of any Notice Holder within the meaning of Rule 405 under the
Securities Act from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in any Shelf Registration Statement or any amendment
thereof, any preliminary prospectus or any Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), caused by any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as such losses, claims, damages or liabilities
are caused by any such untrue statement or omission or alleged untrue statement
or omission based upon information relating to any Holder furnished to the
Company in writing by such Holder expressly for use therein; provided that the
foregoing indemnity shall not inure to the benefit of any Holder (or to the
benefit of any person controlling such Holder) from whom the person asserting
such losses, claims or liabilities purchased the Registrable Securities, if a
copy of the Prospectus (as then amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) was not sent or given by
or on behalf of such Holder to such person on a timely basis, if required by law
so to have been delivered at or prior to the written confirmation of the sale of
the Registrable Securities to such person, and if the Prospectus (as so amended
or supplemented) would have cured the defect giving rise to such losses, claims,
damages or liabilities, unless such failure is the result of noncompliance by
the Company with Section 2(c) hereof.

         (b)      Each Holder agrees, severally and not jointly, to indemnify
and hold harmless the Company and its directors, its officers and each person,
if any, who controls the Company (within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act) or any other Holder, to the
same extent as the foregoing indemnity from the Company to such Holder, but only
with reference to information relating to such Holder furnished to the Company
in writing by such Holder expressly for use in such Shelf Registration Statement
or Prospectus or amendment or supplement thereto. In no event shall the
liability of any selling Holder of Registrable Securities hereunder be greater
in amount than the dollar amount of the proceeds received by such Holder upon
the sale of the Registrable Securities pursuant to the Shelf Registration
Statement giving rise to such indemnification obligation.

         (c)      In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to Section 6(a) or 6(b) hereof, such person
(the "INDEMNIFIED PARTY") shall promptly notify the person against whom such
indemnity may be

                                      16


sought (the "INDEMNIFYING PARTY") in writing and the indemnifying party, upon
request of the indemnified party, shall retain counsel reasonably satisfactory
to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the reasonable
fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless the indemnifying party and the indemnified party
shall have mutually agreed to the retention of such counsel, (ii) such
indemnifying party has failed within a reasonable time to retain counsel
satisfactory to such indemnified party or (iii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying party
and the indemnified party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between
them. It is understood that the indemnifying party shall not, in respect of the
legal expenses of any indemnified party in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all such indemnified parties and that all such fees and expenses shall be
reimbursed as they are incurred. Such firm shall be designated in writing by, in
the case of parties indemnified pursuant to Section 6(a), the Holders of a
majority of the Registrable Securities covered by the Shelf Registration
Statement held by indemnified parties pursuant to Section 6(a) (with Holders of
Securities deemed to be the Holders, for purposes of determining such majority,
of the number of shares of Underlying Common Stock into which such Securities
are or would be convertible as of the date on which such designation is made)
and, in the case of parties indemnified pursuant to Section 6(b), the Company.
The indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final and non-appealable judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or final and non-appealable judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel and the indemnified party would be entitled
thereto pursuant to the second and third sentences of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding and does not include a statement as to,

                                      17


or an admission of, fault, culpability or a failure to act by or on behalf of
any indemnified party.

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

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding this Section 6(d), no indemnifying party that is a selling
Holder shall be required to contribute any amount in excess of the amount by
which the total price at which the Registrable Securities sold by such
indemnifying party and distributed to the public were offered to the public
exceeds the amount of any damages that such indemnifying

                                      18


party has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

         (e)      The remedies provided for in this Section 6 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
an indemnified party at law or in equity, hereunder, under the Purchase
Agreement or otherwise.

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

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

         Section 8. Miscellaneous.

         (a)      No Conflicting Agreements. The Company is not, as of the date
hereof, a party to, nor shall it, on or after the date of this Agreement, enter
into, any agreement with respect to its securities that conflicts with the
rights granted to the Holders in this Agreement. The Company represents and
warrants that the rights granted to the Holders hereunder do not in any way
conflict with the rights granted to the holders of the Company's securities
under any other agreements.

         (b)      Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof

                                      19


may not be given, unless the Company has obtained the written consent of Holders
of a majority of the then outstanding Underlying Common Stock constituting
Registrable Securities (with Holders of Securities deemed to be the Holders, for
purposes of this Section, of the number of outstanding shares of Underlying
Common Stock into which such Securities are or would be convertible as of the
date on which such consent is requested). Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders whose securities are being
sold pursuant to a Shelf Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of at
least a majority of the Registrable Securities being sold by such Holders
pursuant to such Shelf Registration Statement; provided that the provisions of
this sentence may not be amended, modified or supplemented except in accordance
with the provisions of the immediately preceding sentence. Notwithstanding the
foregoing sentence, this Agreement may be amended by written agreement signed by
the Company and the Initial Purchasers, without the consent of the Holders of
Registrable Securities, to cure any ambiguity or to correct or supplement any
provision contained herein that may be defective or inconsistent with any other
provision contained herein, or to make such other provisions in regard to
matters or questions arising under this Agreement that shall not adversely
affect the interests of the Holders of Registrable Securities. Each Holder of
Registrable Securities outstanding at the time of any such amendment,
modification, supplement, waiver or consent or thereafter shall be bound by any
such amendment, modification, supplement, waiver or consent effected pursuant to
this Section 8(b) whether or not any notice, writing or marking indicating such
amendment, modification, supplement, waiver or consent appears on the
Registrable Securities or is delivered to such Holder.

         (c)      Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier, by
courier, by overnight mail delivery or by first-class mail, return receipt
requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one Business Day after
being deposited with such courier, if made by overnight courier or (iv) on the
date indicated on the notice of receipt, if made by first-class mail, to the
parties as follows:

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

                  (ii)     if to the Company, to:

                               AGCO Corporation
                               4205 River Green Parkway
                               Duluth, Georgia 30096
                               Attention:________________________
                               Telecopy No.:_____________________

                                      20


                               with a copy to:

                               Troutman Sanders LLP
                               600 Peachtree Street
                               Suite 5200
                               Atlanta, Georgia 30308
                               Attention: W. Brinkley Dickerson, Jr.
                               Telecopy No.: 404-962-3822

                  (iii)    if to the Initial Purchasers, to:

                               Morgan Stanley & Co. Incorporated
                               1585 Broadway
                               New York, New York
                               Attention: Equity Capital Markets
                               Telecopy No.: (212) 761-0538

or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.

         (d)      Approval of Holders. Whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company or its affiliates (as such
term is defined in Rule 405 under the Securities Act) (other than the Initial
Purchasers or subsequent Holders if such subsequent Holders are deemed to be
such affiliates solely by reason of their holdings of such Registrable
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.

         (e)      Successors and Assigns. Any person who purchases any
Registrable Securities from the Initial Purchasers shall be deemed, for purposes
of this Agreement, to be an assignee of the Initial Purchasers. This Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties and shall inure to the benefit of and be binding upon each
Holder of any Registrable Securities, provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Indenture. If any transferee of any
Holder shall acquire Registrable Securities, in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Registrable
Securities, such person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement and such
person shall be entitled to receive the benefits hereof.

         (f)      Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which

                                      21


when so executed shall be deemed to be original and all of which taken together
shall constitute one and the same agreement.

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

         (h)      Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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

         (j)      Entire Agreement. This Agreement is intended by the parties as
a final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted by the Company with respect to
the Registrable Securities. This Agreement supersedes all prior agreements and
undertakings among the parties with respect to such registration rights. No
party hereto shall have any rights, duties or obligations other than those
specifically set forth in this Agreement. In no event will such methods of
distribution take the form of an underwritten offering of the Registrable
Securities without the prior agreement of the Company.

         (k)      Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Section 4, 5 or 6 hereof and the
obligations to make payments of and provide for liquidated damages under Section
2(e) hereof to the extent such damages accrue prior to the end of the
Effectiveness Period, each of which shall remain in effect in accordance with
its terms.

                                      22


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

                                              AGCO CORPORATION

                                              By: /s/ Andrew H. Beck
                                                  -----------------------------
                                                  Name: Andrew H. Beck
                                                  Title: Chief Financial Officer



Confirmed and accepted as of
the date first above written, for itself
and as representative of the several Initial Purchasers:

MORGAN STANLEY & CO. INCORPORATED

By: /s/ Nathan McMurtray
    -----------------------------------
    Name: Nathan McMurtray
    Title: Vice President

                                                                    EXHIBIT 10.2

                                  $175,000,000

                                AGCO CORPORATION

              1.75% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2033

                               PURCHASE AGREEMENT



                                                December 17, 2003

Morgan Stanley & Co. Incorporated
Rabo Securities USA, Inc.
c/o Morgan Stanley & Co. Incorporated
      1585 Broadway
      New York, New York 10036

Dear Sirs and Mesdames:

         AGCO Corporation, a Delaware corporation (the "COMPANY"), proposes to
issue and sell to the several purchasers named in Schedule I hereto (the
"INITIAL PURCHASERS") $175,000,000 principal amount of its 1.75% Convertible
Senior Subordinated Notes due 2033 (the "FIRM SECURITIES") to be issued pursuant
to the provisions of an Indenture (the "INDENTURE") to be entered into between
the Company and SunTrust Bank, as Trustee (the "TRUSTEE"). The Company also
proposes to issue and sell to the Initial Purchasers not more than an additional
$26,250,000 principal amount of its 1.75% Convertible Senior Subordinated Notes
due 2033 (the "ADDITIONAL SECURITIES") if and to the extent that you, as Manager
of the offering, shall have determined to exercise, on behalf of the Initial
Purchasers, the right to purchase such 1.75% Convertible Senior Subordinated
Notes due 2033 granted to the Initial Purchasers in Section 2 hereof. The Firm
Securities and the Additional Securities are hereinafter collectively referred
to as the "SECURITIES". The Securities will be convertible into shares of common
stock, $0.01 par value, of the Company (the "UNDERLYING SECURITIES").

         The Securities and the Underlying Securities will be offered without
being registered under the Securities Act of 1933, as amended (the "SECURITIES
ACT"), to qualified institutional buyers in compliance with the exemption from
registration provided by Rule 144A under the Securities Act.

         The Initial Purchasers and their direct and indirect transferees will
be entitled to the benefits of a Registration Rights Agreement (the
"REGISTRATION RIGHTS AGREEMENT") to be entered into between the Company and the
Initial Purchasers.

         In connection with the sale of the Securities, the Company has prepared
a preliminary offering memorandum (the "PRELIMINARY MEMORANDUM") and will
prepare a final offering memorandum (the "FINAL MEMORANDUM" and, with the
Preliminary Memorandum, each a "MEMORANDUM") including or incorporating by
reference a description of the terms of the Securities and the Underlying
Securities, the terms of the offering and a description of the Company. As used
herein, the term "Memorandum" shall include in each case the documents
incorporated by reference therein. The terms "SUPPLEMENT", "AMENDMENT" and
"AMEND" as used herein with respect to a Memorandum shall include all documents
deemed to be incorporated by reference in the Preliminary Memorandum or Final
Memorandum that are filed subsequent to the date of

                                       1


such Memorandum with the Securities and Exchange Commission (the "COMMISSION")
pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT").

         1. Representations and Warranties. The Company represents and warrants
to, and agrees with, you that:

                  (a)      (i) Each document, if any, filed or to be filed
         pursuant to the Exchange Act and incorporated by reference in either
         Memorandum complied or will comply when so filed in all material
         respects with the Exchange Act and the applicable rules and regulations
         of the Commission thereunder and (ii) the Preliminary Memorandum does
         not contain and the Final Memorandum, on the date of this Agreement and
         on the Closing Date (as defined in Section 4), will not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, except that
         the representations and warranties set forth in this paragraph do not
         apply to statements or omissions in either Memorandum based upon
         information relating to any Initial Purchaser furnished to the Company
         in writing by such Initial Purchaser through you expressly for use
         therein.

                  (b)      The Company has been duly incorporated, is validly
         existing as a corporation in good standing under the laws of the
         jurisdiction of its incorporation, has the corporate power and
         authority to own its property and to conduct its business as described
         in each Memorandum and is duly qualified to transact business and is in
         good standing (to the extent that good standing is a concept recognized
         by such jurisdiction) in each jurisdiction in which the conduct of its
         business or its ownership or leasing of property requires such
         qualification, except to the extent that the failure to be so qualified
         or be in good standing would not have a material adverse effect on the
         Company and its subsidiaries, taken as a whole.

                  (c)      Each subsidiary of the Company has been duly
         incorporated, is validly existing as a corporation in good standing
         under the laws of the jurisdiction of its incorporation, has the
         corporate power and authority to own its property and to conduct its
         business as described in each Memorandum and is duly qualified to
         transact business and is in good standing in each jurisdiction in which
         the conduct of its business or its ownership or leasing of property
         requires such qualification, except to the extent that the failure to
         be so qualified or be in good standing would not have a material
         adverse effect on the Company and its subsidiaries, taken as a whole;
         all of the issued shares of capital stock of each subsidiary of the
         Company have been duly and validly authorized and issued, are fully
         paid and non-assessable and are owned directly by the Company, free and
         clear of all liens, encumbrances, equities or claims.

                                       2


                  (d)      This Agreement has been duly authorized, executed and
         delivered by the Company.

                  (e)      The authorized capital stock of the Company conforms
         as to legal matters to the description thereof contained in the Final
         Memorandum.

                  (f)      The shares of common stock outstanding prior to the
         issuance of the Securities have been duly authorized and are validly
         issued, fully paid and non-assessable, and there are no authorized or
         outstanding options, warrants or other rights to purchase, or equity or
         debt securities convertible into or exchangeable or exercisable for,
         any shares of common stock of the Company except as described in the
         Final Memorandum.

                  (g)      The Securities have been duly authorized and, when
         executed and authenticated in accordance with the provisions of the
         Indenture and delivered to and paid for by the Initial Purchasers in
         accordance with the terms of this Agreement, will be valid and binding
         obligations of the Company, enforceable in accordance with their terms,
         subject to the effects of applicable bankruptcy, insolvency and similar
         laws affecting creditors' rights generally and general principles of
         equity, and will be entitled to the benefits of the Indenture and the
         Registration Rights Agreement pursuant to which such Securities are to
         be issued.

                  (h)      The Underlying Securities issuable upon conversion of
         the Securities have been duly authorized and reserved and, when issued
         and delivered upon conversion of the Securities in accordance with the
         terms of the Securities, will be validly issued, fully paid and
         non-assessable, and the issuance of the Underlying Securities will not
         be subject to any preemptive or similar rights.

                  (i)      Each of the Indenture and the Registration Rights
         Agreement, as of the Closing Date, will have been duly authorized,
         executed and delivered by, and will be a valid and binding agreement
         of, the Company, enforceable in accordance with its terms, subject to
         applicable bankruptcy, insolvency or similar laws affecting creditors'
         rights generally and general principles of equity and except as rights
         to indemnification and contribution under the Registration Rights
         Agreement may be limited under applicable law.

                  (j)      The execution and delivery by the Company of, and the
         performance by the Company of its obligations under, this Agreement ,
         the Indenture, the Registration Rights Agreement and the Securities
         will not contravene any provision of applicable law or the certificate
         of incorporation or by-laws of the Company, or any agreement or other
         instrument binding upon the Company or any of its subsidiaries that is
         material to the Company and its

                                       3


         subsidiaries, taken as a whole, or any judgment, order or decree of any
         governmental body, agency or court having jurisdiction over the Company
         or any subsidiary, or result in the creation or imposition of any lien,
         charge or encumbrance upon any assets or property of the Company or any
         of its subsidiaries, and no consent, approval, authorization or order
         of, or qualification with, any governmental body or agency, any lender
         or any other person is required for the performance by the Company of
         its obligations under this Agreement , the Indenture, the Registration
         Rights Agreement or the Securities, except such consents received prior
         to the date hereof and such as may be required by the securities or
         Blue Sky laws of the various states in connection with the offer and
         sale of the Securities and by Federal and state securities laws with
         respect to the Company's obligations under the Registration Rights
         Agreement.

                  (k)      The consolidated financial statements of the Company
         and its subsidiaries, together with related notes and schedules,
         included or incorporated by reference in each Memorandum present
         fairly, in all material respects, the consolidated financial position,
         the results of operations and cash flows of the Company and the
         Subsidiaries, on a consolidated basis, as of the indicated dates and
         for the indicated periods. Such financial statements comply as to form
         in all material respects with the rules of the Commission with respect
         thereto and have been prepared in accordance with generally accepted
         accounting principles in the United States ("GAAP"), consistently
         applied throughout the periods involved, and all adjustments necessary
         for a fair presentation of results for such periods have been made. Any
         pro forma financial information and related notes thereto included in
         each Memorandum present fairly the information shown therein, have been
         prepared in accordance with the Securities Act and the rules of the
         Commission with respect to pro forma financial information, have been
         prepared on a basis consistent with the historical financial statements
         of the Company and have been compiled on the pro forma bases described
         therein, and (A) the assumptions underlying the pro forma adjustments
         are reasonable, (B) such adjustments are appropriate to give effect to
         the transactions or circumstances referred to therein and have been
         properly applied to the historical amounts in the compilation of such
         statements and (C) such statements fairly present the pro forma results
         of operations and information purported to be shown therein for the
         respective periods therein specified based on the assumptions
         identified therein. Except (X) as disclosed in each Memorandum, (Y) as
         reflected in the Company's unaudited balance sheet at September 30,
         2003 or liabilities described in any notes thereto (or liabilities for
         which neither accrual nor footnote disclosure is required pursuant to
         GAAP) or (Z) for liabilities incurred in the ordinary course of
         business since September 30, 2003 consistent with past practice,
         neither the Company nor any subsidiary has any material liabilities or
         obligations of any nature. Except as set forth in each Memorandum,
         neither the Company nor any subsidiary has engaged in or effected any
         transaction or

                                       4


         arrangement that would constitute an "off-balance sheet arrangement"
         (as defined in Item 303 of Regulation S-K of the Commission). The
         financial information included in each Memorandum included under the
         captions "Summary--AGCO Summary Financial Data," "Capitalization,"
         "Selected Consolidated Financial Data," "Management's Discussion and
         Analysis of Financial Condition and Results of Operations" and
         "Business" (and any amendment or supplement thereto) present fairly in
         accordance with GAAP the information shown therein (except for non-GAAP
         financial measures and ratios which have been presented in compliance
         with Regulation G) and have been compiled on a basis consistent with
         that of the audited and unaudited financial statements from which they
         were derived.


                  (l)      Since the respective dates as of which information is
         given in each Memorandum and exclusive of any amendments or supplements
         thereto subsequent to the date of this Agreement, (i) there has not
         occurred any material adverse change, or any development that might
         reasonably be expected to result in a prospective material adverse
         change, in the condition, financial or otherwise, or in the earnings,
         business operations of the Company and its subsidiaries, taken as a
         whole; (ii) there have been no transactions entered into by the Company
         or any of its subsidiaries, other than those in the ordinary course of
         business, which are material to the Company and its subsidiaries, taken
         as a whole, and (iii) except for regular dividends on the common stock
         of the Company in amounts per share that are consistent with past
         practice, there has been no dividend or distribution of any kind
         declared, paid or made by the Company on any class of its capital
         stock.

                  (m)      There are no legal or governmental proceedings
         pending or, to the knowledge of the Company, threatened, to which the
         Company or any of its subsidiaries is a party or to which any of the
         properties of the Company or any of its subsidiaries is subject other
         than proceedings accurately described in all material respects in each
         Memorandum and proceedings that would not have a material adverse
         effect on the Company and its subsidiaries, taken as a whole, or on the
         power or ability of the Company to perform its obligations under this
         Agreement , the Indenture, the Registration Rights Agreement or the
         Securities or to consummate the transactions contemplated by the Final
         Memorandum.

                  (n)      The Company and its subsidiaries (i) are in
         compliance with any and all applicable foreign, federal, state and
         local laws and regulations relating to the protection of human health
         and safety, the environment or hazardous or toxic substances or wastes,
         pollutants or contaminants ("ENVIRONMENTAL LAWS"), (ii) have received
         all permits, licenses or other approvals required of them under
         applicable Environmental Laws to conduct their respective businesses
         and (iii) are in compliance with all terms and conditions of any such
         permit, license or approval, except where such noncompliance with
         Environmental Laws, failure

                                       5


         to receive required permits, licenses or other approvals or failure to
         comply with the terms and conditions of such permits, licenses or
         approvals would not, singly or in the aggregate, have a material
         adverse effect on the Company and its subsidiaries, taken as a whole.

                  (o)      To the Company's knowledge, KPMG LLP ("KPMG"),
         independent auditors who have certified certain of the financial
         statements of the Company and its subsidiaries contained in each
         Memorandum, are and were during the periods covered by their reports
         included in each Memorandum independent public accountants within the
         meaning of the Securities Act, Regulation S-X of the Commission and
         Rule 101 of the Code of Professional Ethics of the American Institute
         of Certified Public Accountants. KPMG (i) based solely on
         representations made by KPMG, is, to the Company's knowledge, a
         registered public accounting firm (as defined in Section 2(a)(12) of
         the Sarbanes-Oxley Act of 2002) ("SOX") and (ii) is, with respect to
         the Company, in compliance with subsections (g) through (l) of Section
         10A of the Exchange Act.

                  (p)      The Company and each of its subsidiaries maintain
         disclosure controls and procedures (as defined in Rule 13a-15(e) of the
         Commission) that are designed to ensure that information required to be
         disclosed by the Company in the reports it files or submits under the
         Exchange Act is recorded, processed, summarized and reported within the
         time periods specified in the Commission's rules and forms.

                  (q)      The Company and each of its subsidiaries maintain
         internal control over financial reporting (as defined in Rule 13a-15(f)
         of the Commission) sufficient to provide reasonable assurance regarding
         the (A) reliability of financial reporting and the preparation of
         financial statements for external purposes in accordance with GAAP, (B)
         maintenance of records that in reasonable detail accurately and fairly
         reflect transactions and dispositions of the assets of the Company and
         its subsidiaries, (C) recording of transactions as necessary to permit
         preparation of financial statements in accordance with GAAP and that
         receipts and expenditures of the Company and its subsidiaries are being
         made only in accordance with authorizations of management and directors
         of the Company or the applicable subsidiary, and (D) prevention or
         timely detection of unauthorized acquisition, use or disposition of the
         Company's or its subsidiaries' assets that could have a material effect
         on the financial statements.

                  (r)      The Company's management evaluates, with the
         participation of the Company's principal executive and principal
         financial officers, or persons performing similar functions, (A) the
         effectiveness of the Company's and its

                                       6


         subsidiaries' disclosure controls and procedures as of the end of each
         fiscal quarter, (B) the Company's and its subsidiaries' internal
         control over financial reporting as of the end of each fiscal year, and
         (C) any change in the Company's or its subsidiaries' internal control
         over financial reporting that occurred during each of the Company's
         fiscal quarters that has materially affected, or is reasonably likely
         to materially affect, the Company's or any subsidiaries' internal
         control over financial reporting.

                  (s)      Except as disclosed in each Memorandum, the Company
         has not, since July 30, 2002, extended or maintained credit, arranged
         for the extension of credit, or renewed an extension of credit, in the
         form of a personal loan to or for any director or executive officer of
         the Company; and any such credit that was outstanding on July 30, 2002
         or that is currently outstanding was in place on or before July 30,
         2002, and there has been no material modification of any term of such
         credit or any renewal or such credit on or after July 30, 2002.

                  (t)      The Company is not, and after giving effect to the
         offering and sale of the Securities and the application of the proceeds
         thereof as described in the Final Memorandum will not be, required to
         register as an "investment company" as such term are defined in the
         Investment Company Act of 1940, as amended.

                  (u)      Neither the Company nor any affiliate (as defined in
         Rule 501(b) of Regulation D under the Securities Act, an "AFFILIATE")
         of the Company has directly, or through any agent, (i) sold, offered
         for sale, solicited offers to buy or otherwise negotiated in respect
         of, any security (as defined in the Securities Act) which is or will be
         integrated with the sale of the Securities in a manner that would
         require the registration under the Securities Act of the Securities or
         (ii) offered, solicited offers to buy or sold the Securities by any
         form of general solicitation or general advertising (as those terms are
         used in Regulation D under the Securities Act) or in any manner
         involving a public offering within the meaning of Section 4(2) of the
         Securities Act.

                  (v)      It is not necessary in connection with the offer,
         sale and delivery of the Securities to the Initial Purchasers in the
         manner contemplated by this Agreement to register the Securities under
         the Securities Act or to qualify the Indenture under the Trust
         Indenture Act of 1939, as amended.

                  (w)      The Securities satisfy the requirements set forth in
         Rule 144A(d)(3) under the Securities Act.

         2. Agreements to Sell and Purchase. The Company hereby agrees to sell
to the several Initial Purchasers, and each Initial Purchaser, upon the basis of
the representations and warranties herein contained, but subject to the
conditions hereinafter stated, agrees, severally and not jointly, to purchase
from the Company the respective

                                       7


principal amount of the Firm Securities set forth on Schedule I hereto opposite
its name at a purchase price of 100% of the principal amount thereof (the
"PURCHASE PRICE") plus accrued interest, if any, to the Closing Date.

         On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to sell
to the Initial Purchasers the Additional Securities, and the Initial Purchasers
shall have the right to purchase, severally and not jointly, up to $26,250,000
of their respective principal amount of Additional Securities at the Purchase
Price plus accrued interest, if any, to the date of payment and delivery. You
may exercise this right on behalf of the Initial Purchasers in whole or from
time to time in part by giving written notice of each election to exercise this
option not later than 30 days after the date of this Agreement. Any exercise
notice shall specify the principal amount of Additional Securities to be
purchased by the Initial Purchasers and the date on which such Additional
Securities are to be purchased. Each purchase date must be at least one business
day after the written notice is given and may not be earlier than the closing
date for the Firm Securities nor later than ten business days after the date of
such notice. Additional Securities may be purchased as provided in Section 4
solely for the purpose of covering over-allotments made in connection with the
offering of the Firm Securities. On each day, if any, that Additional Securities
are to be purchased (an "OPTION CLOSING DATE"), each Initial Purchaser agrees,
severally and not jointly, to purchase the principal amount of Additional
Securities (subject to such adjustments to eliminate fractional Securities as
you may determine) that bears the same proportion to the total principal amount
of Additional Securities to be purchased on such Option Closing Date as the
principal amount of Firm Securities set forth in Schedule I opposite the name of
such Initial Purchaser bears to the total principal amount of Firm Securities.

         The Company hereby agrees that, without the prior written consent of
Morgan Stanley & Co. Incorporated on behalf of the Initial Purchasers, it will
not, during the period ending 90 days after the date of the Final Memorandum,
(i) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend, or otherwise transfer or dispose of, directly or
indirectly, any shares of common stock or any securities convertible into or
exercisable or exchangeable for common stock or (ii) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the common stock, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery
of common stock or such other securities, in cash or otherwise. The foregoing
sentence shall not apply to (A) the sale of the Securities under this Agreement,
(B) the contemplated issuance by the Company of approximately $250 million of
common stock in an underwritten public offering as discussed in "Use of
Proceeds" in the Final Memorandum, (C) the issuance by the Company of any shares
of common stock upon the exercise of an option or warrant or the conversion of a
security outstanding on the date hereof of which the Initial Purchaser has been
advised in writing, or (D) the

                                       8


issuance by the Company of additional options under the Company's existing stock
option plans, provided that such options are not exercisable during the period
ending 90 days after the date of the Final Memorandum.

         3. Terms of Offering. You have advised the Company that the Initial
Purchasers will make an offering of the Securities purchased by the Initial
Purchasers hereunder on the terms to be set forth in the Final Memorandum, as
soon as practicable after this Agreement is entered into as in your judgment is
advisable.

         4. Payment and Delivery. Payment for the Firm Securities shall be made
to the Company in Federal or other funds immediately available in New York City
against delivery of such Firm Securities for the respective accounts of the
several Initial Purchasers at 10:00 a.m., New York City time, on December 23,
2003, or at such other time on the same or such other date, not later than
December 23, 2003, as shall be designated in writing by you. The time and date
of such payment are hereinafter referred to as the "CLOSING DATE."

         Payment for any Additional Securities shall be made to the Company in
Federal or other funds immediately available in New York City against delivery
of such Additional Securities for the respective accounts of the several Initial
Purchasers at 10:00 a.m., New York City time, on the date specified in the
corresponding notice described in Section 2 or at such other time on the same or
on such other date, in any event not later than January 15, 2004, as shall be
designated in writing by you.

         The Securities shall be in definitive form or global form, as specified
by you, and registered in such names and in such denominations as you shall
request in writing not later than one full business day prior to the Closing
Date or the applicable Option Closing Date, as the case may be. The Securities
shall be delivered to you on the Closing Date or an Option Closing Date, as the
case may be, for the respective accounts of the several Initial Purchasers, with
any transfer taxes payable in connection with the transfer of the Securities to
the Initial Purchasers duly paid, against payment of the Purchase Price therefor
plus accrued interest, if any, to the date of payment and delivery.

         5. Conditions to the Initial Purchasers' Obligations. The several
obligations of the Initial Purchasers to purchase and pay for the Firm
Securities on the Closing Date are subject to the following conditions:

                  (a)      Subsequent to the execution and delivery of this
         Agreement and prior to the Closing Date:

                           (i)      there shall not have occurred any
                  downgrading, nor shall any notice have been given of any
                  intended or potential downgrading or of any review for a
                  possible change that does not indicate the direction of the
                  possible change, in the rating accorded any of the Company's
                  securities by any "nationally recognized statistical rating
                  organization,"

                                       9


                  as such term is defined for purposes of Rule 436(g)(2) under
                  the Securities Act; and

                           (ii)     there shall not have occurred any change, or
                  any development involving a prospective change, in the
                  condition, financial or otherwise, or in the earnings,
                  business or operations of the Company and its subsidiaries,
                  taken as a whole, from that set forth in the Preliminary
                  Memorandum provided to prospective purchasers of the
                  Securities that, in your judgment, is material and adverse and
                  that makes it, in your judgment, impracticable to market the
                  Securities on the terms and in the manner contemplated in the
                  Final Memorandum.

                  (b)      The Initial Purchasers shall have received on the
         Closing Date a certificate, dated the Closing Date and signed by an
         executive officer of the Company, to the effect set forth in Section
         5(a)(i) and to the effect that the representations and warranties of
         the Company contained in this Agreement are true and correct as of the
         Closing Date and that the Company has complied with all of the
         agreements and satisfied all of the conditions on its part to be
         performed or satisfied hereunder on or before the Closing Date. The
         officer signing and delivering such certificate may rely upon the best
         of his or her knowledge as to proceedings threatened.

                  (c)      The Initial Purchasers shall have received on the
         Closing Date the opinions of counsel for the Company, dated the Closing
         Date, to the effect set forth in Exhibit A. Such opinions shall be
         rendered to the Initial Purchasers at the request of the Company and
         shall so state therein.

                  (d)      The Initial Purchasers shall have received on the
         Closing Date an opinion of Alston & Bird LLP, counsel for the Initial
         Purchasers, dated the Closing Date, to the effect set forth in Exhibit
         B.

                  (e)      The Initial Purchasers shall have received on each of
         the date hereof and the Closing Date a letter, dated the date hereof or
         the Closing Date, as the case may be, in form and substance
         satisfactory to the Initial Purchasers, from KPMG LLP, independent
         public accountants, containing statements and information of the type
         ordinarily included in accountants' "comfort letters" to underwriters
         with respect to the financial statements and certain financial
         information contained in or incorporated by reference into each
         Memorandum; provided that the letter delivered on the Closing Date
         shall use a "cut-off date" not earlier than the date hereof.

                  (f)      The "lock-up" agreements, each substantially in the
         form of Exhibit C hereto, between you and executive officers and
         directors of the Company relating to sales and certain other
         dispositions of shares of common stock or

                                       10


         certain other securities, delivered to you on or before the date
         hereof, shall be in full force and effect on the Closing Date.

         The several obligations of the Initial Purchasers to purchase
Additional Securities hereunder are subject to the delivery to you on the
applicable Option Closing Date of such documents as you may reasonably request
with respect to the good standing of the Company, the due authorization
,execution and authentication of the Additional Securities to be sold on such
Option Closing Date and other matters related to the execution and
authentication of such Additional Securities.

         6. Covenants of the Company. In further consideration of the agreements
of the Initial Purchasers contained in this Agreement, the Company covenants
with each Initial Purchaser as follows:

                  (a)      To furnish to you in New York City, without charge,
         prior to 3:00 p.m. New York City time on the business day next
         succeeding the date of this Agreement and during the period mentioned
         in Section 6(c), as many copies of the Final Memorandum, any documents
         incorporated by reference therein and any supplements and amendments
         thereto as you may reasonably request.

                  (b)      Before amending or supplementing either Memorandum,
         to furnish to you a copy of each such proposed amendment or supplement
         and not to use any such proposed amendment or supplement to which you
         reasonably object.

                  (c)      If, during such period after the date hereof and
         prior to the date on which all of the Securities shall have been sold
         by the Initial Purchasers, any event shall occur or condition exist as
         a result of which it is necessary to amend or supplement the Final
         Memorandum in order to make the statements therein, in the light of the
         circumstances when the Final Memorandum is delivered to a purchaser,
         not misleading, or if, in the opinion of counsel for the Initial
         Purchasers, it is necessary to amend or supplement the Final Memorandum
         to ensure that the Securities are exempt from the registration
         requirements of the Securities Act, forthwith to prepare and furnish,
         at its own expense, to the Initial Purchasers, either amendments or
         supplements to the Final Memorandum so that the statements in the Final
         Memorandum as so amended or supplemented will not, in the light of the
         circumstances when the Final Memorandum is delivered to a purchaser, be
         misleading or so that the Securities will be exempt from the
         registration requirements of the Securities Act.

                  (d)      To endeavor to qualify the Securities for offer and
         sale under the securities or Blue Sky laws of such jurisdictions as you
         shall reasonably request and to maintain such qualifications in effect
         for as long as may be required for distribution of the Securities by
         the Initial Purchasers.

                                       11


                  (e)      To use the net proceeds received from the sale of the
         Securities in the manner specified in each Memorandum under "Use of
         Proceeds." In connection therewith, the Company shall comply with all
         U.S. laws and, specifically, shall not directly or indirectly use any
         of the net proceeds from the sale of the Securities, and shall prohibit
         any person or entity to which the Company makes such net proceeds
         available from using them, to finance the activities of any person or
         entity that is subject to sanctions under, or otherwise in a manner
         that places the Company, any affiliate thereof or any director,
         officer, employee or agent of any of the foregoing (including the
         Initial Purchasers, any affiliate thereof and each director, officer,
         employee and agent thereof) in violation of any law, regulation, order
         or license relating to any program administered by the Office of
         Foreign Assets Control ("OFAC") of the United States Department of the
         Treasury, including, without limitation, any program the regulations of
         which are codified in Chapter 5 of Subtitle B of Title 31 of the Code
         of Federal Regulations.

                  (f)      Whether or not the transactions contemplated in this
         Agreement are consummated or this Agreement is terminated, to pay or
         cause to be paid all expenses incident to the performance of its
         obligations under this Agreement, including: (i) the fees,
         disbursements and expenses of the Company's counsel and the Company's
         accountants in connection with the issuance and sale of the Securities
         and all other fees or expenses in connection with the preparation of
         each Memorandum and all amendments and supplements thereto, including
         all printing costs associated therewith, and the delivering of copies
         thereof to the Initial Purchasers, in the quantities herein above
         specified, (ii) all costs and expenses related to the transfer and
         delivery of the Securities to the Initial Purchasers, including any
         transfer or other taxes payable thereon, (iii) the cost of printing or
         producing any Blue Sky or legal investment memorandum in connection
         with the offer and sale of the Securities under state securities laws
         and all expenses in connection with the qualification of the Securities
         for offer and sale under state securities laws as provided in Section
         6(d) hereof, including filing fees and the reasonable fees and
         disbursements of counsel for the Initial Purchasers in connection with
         such qualification and in connection with the Blue Sky or legal
         investment memorandum, (iv) any fees charged by rating agencies for the
         rating of the Securities, (v) all document production charges in
         connection with the printing of this Agreement, (vi) the fees and
         expenses, if any, incurred in connection with the admission of the
         Securities for trading in PORTAL or any appropriate market system,
         (vii) the costs and charges of the Trustee and any transfer agent,
         registrar or depositary, (viii) the cost of the preparation, issuance
         and delivery of the Securities, (ix) the costs and expenses of the
         Company relating to investor presentations on any "road show"
         undertaken in connection with the marketing of the offering of the
         Securities, including, without limitation, expenses associated with the
         production of road show slides and graphics, fees and expenses of any
         consultants engaged in

                                       12


         connection with the road show presentations with the prior approval of
         the Company, travel and lodging expenses of the representatives and
         officers of the Company and any such consultants, and the cost of any
         aircraft chartered in connection with the road show, and (x) all other
         costs and expenses incident to the performance of the obligations of
         the Company hereunder for which provision is not otherwise made in this
         Section. It is understood, however, that except as specifically
         provided in this Section, Section 8, and the last paragraph of Section
         10, the Initial Purchasers will pay all of their costs and expenses,
         including fees and disbursements of their counsel, transfer taxes
         payable on resale of any of the Securities by them and any advertising
         expenses connected with any offers they may make.

                  (g)      Neither the Company nor any Affiliate will sell,
         offer for sale or solicit offers to buy or otherwise negotiate in
         respect of any security (as defined in the Securities Act) which could
         be integrated with the sale of the Securities in a manner which would
         require the registration under the Securities Act of the Securities.

                  (h)      Not to solicit any offer to buy or offer or sell the
         Securities or the Underlying Securities by means of any form of general
         solicitation or general advertising (as those terms are used in
         Regulation D under the Securities Act) or in any manner involving a
         public offering within the meaning of Section 4(2) of the Securities
         Act.

                  (i)      While any of the Securities or the Underlying
         Securities remain "restricted securities" within the meaning of the
         Securities Act, to make available, upon request, to any seller of such
         Securities the information specified in Rule 144A(d)(4) under the
         Securities Act, unless the Company is then subject to Section 13 or
         15(d) of the Exchange Act.

                  (j)      If requested by you, to use its best efforts to
         permit the Securities to be designated PORTAL securities in accordance
         with the rules and regulations adopted by the National Association of
         Securities Dealers, Inc. relating to trading in the PORTAL Market.

                  (k)      During the period of two years after the Closing Date
         or any Option Closing Date, if later, the Company will not, and will
         not permit any of its affiliates (as defined in Rule 144 under the
         Securities Act) to resell any of the Securities or the Underlying
         Securities which constitute "restricted securities" under Rule 144 that
         have been reacquired by any of them.

                  (l)      Not to take any action prohibited by Regulation M
         under the Exchange Act in connection with the distribution of the
         Securities contemplated hereby.

                                       13


         7. Offering of Securities; Restrictions on Transfer. Each Initial
Purchaser, severally and not jointly, represents and warrants that such Initial
Purchaser is a qualified institutional buyer as defined in Rule 144A under the
Securities Act (a "QIB") and an "accredited investor" within the meaning of Rule
501(a) of the Securities Act. Each Initial Purchaser, severally and not jointly,
agrees with the Company that (a) it will solicit offers for, offer and sell the
Securities only to persons inside the United States, (b) it will not solicit
offers for, or offer or sell, such Securities by any form of general
solicitation or general advertising (as those terms are used in Regulation D
under the Securities Act) or in any manner involving a public offering within
the meaning of Section 4(2) of the Securities Act and (c) it will solicit offers
for such Securities only from, and will offer such Securities only to, persons
that it reasonably believes to be, QIBs that, prior to their purchase of the
Securities, deliver to such Initial Purchaser a letter containing the
representations and agreements confirming their status as QIBs and other
relevant matters.

         8. Indemnity and Contribution. (a) The Company agrees to indemnify and
hold harmless each Initial Purchaser, each person, if any, who controls any
Initial Purchaser within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act, and each affiliate of any Initial Purchaser
within the meaning of Rule 405 under the Securities Act from and against any and
all losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in either Memorandum (as
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state
therein a material fact necessary to make the statements therein in the light of
the circumstances under which they were made not misleading, except insofar as
such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information relating to any Initial Purchaser furnished to the Company in
writing by such Initial Purchaser through you expressly for use therein;
provided, however, that the foregoing indemnity agreement with respect to any
preliminary offering memorandum shall not inure to the benefit of any Initial
Purchaser from whom the person asserting any such losses, claims, damages or
liabilities purchased Securities, or any person controlling such Initial
Purchaser, if a copy of the Final Memorandum (as then amended or supplemented if
the Company shall have furnished any amendments or supplements thereto) was not
sent or given by or on behalf of such Initial Purchaser to such person, if
required by law so to have been delivered, at or prior to the written
confirmation of the sale of the Securities to such person, and if the Final
Memorandum (as so amended or supplemented) would have cured the defect giving
rise to such losses, claims, damages or liabilities, unless such failure is the
result of noncompliance by the Company with Section 6(a) hereof.

                                       14


         (b)      Each Initial Purchaser agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers and each
person, if any, who controls the Company within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act to the same extent as
the foregoing indemnity from the Company to such Initial Purchaser, but only
with reference to information relating to such Initial Purchaser furnished to
the Company in writing by such Initial Purchaser expressly for use in either
Memorandum or any amendments or supplements thereto.

         (c)      In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to Section 8(a) or 8(b), such person (the
"INDEMNIFIED PARTY") shall promptly notify the person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees
and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by Morgan Stanley & Co. Incorporated, in the case of
parties indemnified pursuant to Section 8(a), and by the Company, in the case of
parties indemnified pursuant to Section 8(b). The indemnifying party shall not
be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by the second and third
sentences of this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party
shall not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified

                                       15


party is or could have been a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

         (d)      To the extent the indemnification provided for in Section 8(a)
or 8(b) is unavailable to an indemnified party or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Initial Purchasers on
the other hand from the offering of the Securities or (ii) if the allocation
provided by clause 8(d)(i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause 8(d)(i) above but also the relative fault of the Company on the one
hand and of the Initial Purchasers on the other hand in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Initial
Purchasers on the other hand in connection with the offering of the Securities
shall be deemed to be in the same respective proportions as the net proceeds
from the offering of the Securities (before deducting expenses) received by the
Company and the total discounts and commissions received by the Initial
Purchasers, as set forth in the Final Memorandum, bear to the aggregate offering
price of the Securities. The relative fault of the Company on the one hand and
of the Initial Purchasers on the other hand shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Initial Purchasers and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Initial Purchasers'
respective obligations to contribute pursuant to this Section 8 are several in
proportion to the respective principal amount of Securities they have purchased
hereunder, and not joint.

         (e)      The Company and the Initial Purchasers agree that it would not
be just or equitable if contribution pursuant to this Section 8 were determined
by pro rata allocation (even if the Initial Purchasers were treated as one
entity for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in Section 8(d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in Section 8(d) shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 8, no Initial Purchaser shall be required to contribute any amount in
excess of the amount by which the total price at which the Securities resold

                                       16


by it in the initial placement of such Securities were offered to investors
exceeds the amount of any damages that such Initial Purchaser has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 8 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.

         (f)      The indemnity and contribution provisions contained in this
Section 8 and the representations, warranties and other statements of the
Company contained in this Agreement shall remain operative and in full force and
effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Initial Purchaser, any person
controlling any Initial Purchaser or any affiliate of any Initial Purchaser or
by or on behalf of the Company, its officers or directors or any person
controlling the Company and (iii) acceptance of and payment for any of the
Securities.

         9. Termination. The Initial Purchasers may terminate this Agreement by
notice given by you to the Company, if after the execution and delivery of this
Agreement and prior to the Closing Date (i) trading generally shall have been
suspended or materially limited on, or by, as the case may be, any of the New
York Stock Exchange, the American Stock Exchange, the Nasdaq National Market,
the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the
Chicago Board of Trade, (ii) trading of any securities of the Company shall have
been suspended on any exchange or in any over-the-counter market, (iii) a
material disruption in securities settlement, payment or clearance services in
the United States shall have occurred, (iv) any moratorium on commercial banking
activities shall have been declared by Federal or New York State authorities or
(v) there shall have occurred any outbreak or escalation of hostilities, or any
change in financial markets or any calamity or crisis that, in your judgment, is
material and adverse and which, singly or together with any other event
specified in this clause (v), makes it, in your judgment, impracticable or
inadvisable to proceed with the offer, sale or delivery of the Securities on the
terms and in the manner contemplated in the Final Memorandum.

         10. Effectiveness; Defaulting Initial Purchasers. This Agreement shall
become effective upon the execution and delivery hereof by the parties hereto.

         If on the Closing Date, or an Option Closing Date, as the case may be,
any one or more of the Initial Purchasers shall fail or refuse to purchase
Securities that it or they have agreed to purchase hereunder on such date, and
the aggregate principal amount of Securities which such defaulting Initial
Purchaser or Initial Purchasers agreed but failed or refused to purchase is not
more than one-tenth of the aggregate principal amount of Securities to be
purchased on such date, the other Initial Purchasers shall be obligated
severally in the proportions that the principal amount of Firm Securities set
forth

                                       17


opposite their respective names in Schedule I bears to the aggregate principal
amount of Firm Securities set forth opposite the names of all such
non-defaulting Initial Purchasers, or in such other proportions as you may
specify, to purchase the Securities which such defaulting Initial Purchaser or
Initial Purchasers agreed but failed or refused to purchase on such date;
provided that in no event shall the principal amount of Securities that any
Initial Purchaser has agreed to purchase pursuant to this Agreement be increased
pursuant to this Section 10 by an amount in excess of one-ninth of such
principal amount of Securities without the written consent of such Initial
Purchaser. If, on the Closing Date any Initial Purchaser or Initial Purchasers
shall fail or refuse to purchase Firm Securities which it or they have agreed to
purchase hereunder on such date and the aggregate principal amount of Securities
with respect to which such default occurs is more than one-tenth of the
aggregate principal amount of Firm Securities to be purchased on such date, and
arrangements satisfactory to you and the Company for the purchase of such Firm
Securities are not made within 36 hours after such default, this Agreement shall
terminate without liability on the part of any non-defaulting Initial Purchaser
or of the Company. In any such case either you or the Company shall have the
right to postpone the Closing Date, but in no event for longer than seven days,
in order that the required changes, if any, in the Final Memorandum or in any
other documents or arrangements may be effected. If, on an Option Closing Date,
any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase
Additional Securities and the aggregate principal amount of Additional
Securities with respect to which such default occurs is more than one-tenth of
the aggregate principal amount of Additional Securities to be purchased on such
Option Closing Date, the non-defaulting Initial Purchasers shall have the option
to (a) terminate their obligation hereunder to purchase the Additional
Securities to be sold on such Option Closing Date or (b) purchase not less than
the principal amount of Additional Securities that such non-defaulting Initial
Purchasers would have been obligated to purchase in the absence of such default.
Any action taken under this paragraph shall not relieve any defaulting Initial
Purchaser from liability in respect of any default of such Initial Purchaser
under this Agreement.

         If this Agreement shall be terminated by the Initial Purchasers, or any
of them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for
any reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Initial Purchasers, or such Initial
Purchasers as have so terminated this Agreement with respect to themselves,
severally, for all out-of-pocket expenses (including the fees and disbursements
of their counsel) reasonably incurred by such Initial Purchasers in connection
with this Agreement or the offering contemplated hereunder.

         11. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

         12. Applicable Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York.

                                       18


         13. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.

                                       Very truly yours,

                                       AGCO Corporation

                                       By: /s/ Andrew Beck
                                           ------------------------------------
                                           Name:  Andrew Beck
                                           Title: Chief Financial Officer

Accepted as of the date hereof

Morgan Stanley & Co. Incorporated
Rabo Securities USA, Inc.
Acting severally on behalf of themselves
     and the several Initial Purchasers named
     in Schedule I hereto.

By: Morgan Stanley & Co. Incorporated

By: /s/ Trevor R. Burgess
    -----------------------------------------
    Name:  Trevor R. Burgess
    Title: Executive Director

                                       19


                                                                      SCHEDULE I



                                                                   PRINCIPAL AMOUNT OF FIRM
                   INITIAL PURCHASER                              SECURITIES TO BE PURCHASED
                                                               
Morgan Stanley & Co. Incorporated.........................               $ 132,475,000
Rabo Securities USA, Inc..................................                  42,525,000

           Total..........................................               $ 175,000,000
                                                                         =============


                                       B-1

                                                                    EXHIBIT 23.1

                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
AGCO Corporation:

         We consent to the use of our report dated February 28, 2003, with
respect to the consolidated balance sheet of AGCO Corporation and subsidiaries
as of December 31, 2002, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the year ended December 31, 2002 and
the related financial statement schedule for the year then ended, incorporated
herein by reference and to the reference to our firm under the heading "Experts"
in the prospectus. Our report refers to a change in accounting for goodwill and
other intangible assets in 2002.

         Our report refers to our audit of adjustments that were applied to the
transitional disclosures required by Statement of Financial Accounting Standards
("SFAS") No. 142, "Goodwill and Other Intangible Assets," to revise the 2001 and
2000 consolidated financial statements, and our audit of the reclassifications
required by SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections," to revise the
2001 consolidated financial statements, as more fully described in Note 1 to the
consolidated financial statements. However, we were not engaged to audit, review
or apply any procedures to the 2001 and 2000 consolidated financial statements
other than with respect to such disclosures.

                                           /s/ KPMG LLP
Atlanta, Georgia
March 11, 2004

 

                                                                    Exhibit 23.3

                          Independent Auditors' Consent

The Board of Directors
Valtra, Inc.:

We consent to the use of our report dated December 29, 2003, with respect to the
combined balance sheets of Valtra Group as of December 31, 2001, June 30, 2002
and December 31, 2002, and the related combined statements of operations and
cash flows for the years ended December 31, 200 and 2001 and the periods from
January 1, 2002 to June 30, 2002 (predecessor) and from July 1, 2002 to December
31, 2002 (successor), incorporated herein by reference and to the reference to
our firm under the heading "Experts" in the prospectus.


                                              KPMG WIDERI OY AB

                                              /s/ Soveig Tornroos-Huhtamaki

                                              Soveig Tornroos-Huhtamaki
                                              Authorized Public Accountant


Helsinki, Finland
March 11, 2004