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<CONFORMED-NAME>NVIDIA CORP/CA
<CIK>0001045810
<ASSIGNED-SIC>3674
<IRS-NUMBER>943177549
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
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<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-23985
<FILM-NUMBER>735452
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<BUSINESS-ADDRESS>
<STREET1>3535 MONROE STREET
<CITY>SANTA CLARA
<STATE>CA
<ZIP>95051
<PHONE>4086152500
</BUSINESS-ADDRESS>
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<STREET1>3535 MONROE STREET
<CITY>SANTA CLARA
<STATE>CA
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<FILENAME>0001.txt
<DESCRIPTION>FORM 8-K
<TEXT>

<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D. C.  20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported):  October 5, 2000

                               NVIDIA CORPORATION
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

             000-23985                               94-3177549
      (Commission File No.)             (I.R.S. Employer Identification No.)

                               3535 Monroe Street
                             Santa Clara, CA  95051
             (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (408) 615-2500
<PAGE>

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

          (c)  Exhibits.


               Exhibit No.  Description

               1.1          Form of Underwriting Agreement.

               4.1          Form of Indenture to be entered into between NVIDIA
                            and Chase Manhattan Bank and Trust Company, as
                            Trustee.

               4.2          Form of Supplemental Indenture No. 1 to be entered
                            into between NVIDIA and Chase Manhattan Bank and
                            Trust Company, as Trustee.
<PAGE>

                                   SIGNATURE

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

                                         NVIDIA Corporation

Dated:  October 5, 2000                  By:  /s/ Christine B. Hoberg
                                            -------------------------
                                            Christine B. Hoberg
                                            Chief Financial Officer
                                            (Principal Financial and
                                            Accounting Officer)
<PAGE>

                                 EXHIBIT INDEX

EXHIBIT
NUMBER               DESCRIPTION

1.1                  Form of Underwriting Agreement.

4.1                  Form of Indenture to be entered into between NVIDIA and
                     Chase Manhattan Bank and Trust Company, as Trustee.

4.2                  Form of Supplemental Indenture No. 1 to be entered into
                     between NVIDIA and Chase Manhattan Bank and Trust Company,
                     as Trustee.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT
<TEXT>

<PAGE>

                                                                     EXHIBIT 1.1







                              NVIDIA CORPORATION


                               1,400,000 Shares


                   COMMON STOCK, PAR VALUE $0.001 PER SHARE

                                      and

                                 $300,000,000

                   % CONVERTIBLE SUBORDINATED NOTES DUE 2007




                            UNDERWRITING AGREEMENT



October  , 2000
<PAGE>

                                                                   DRAFT 10/4/00


                                        October  , 2000


Morgan Stanley & Co. Incorporated
Prudential Securities Incorporated
Robertson Stephens, Inc.
Thomas Weisel Partners LLC
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Dear Sirs and Mesdames:

     NVIDIA Corporation, a Delaware corporation (the "Company"), proposes to
issue and sell to the several Underwriters named in Schedule I hereto (the
"Equity Underwriters"), 1,400,000 shares of the common stock, par value $0.001
per share, of the Company (the "Firm Shares").  The Company also proposes to
issue and sell to the several Equity Underwriters not more than an additional
210,000 shares of its common stock, par value $0.001 per share (the "Additional
Shares"), if and to the extent that you, as managers of such offering (the
"Managers"), shall have determined to exercise, on behalf of the Equity
Underwriters, the right to purchase such shares of common stock granted to the
Equity Underwriters in Section 2 hereof.  The Firm Shares and the Additional
Shares are hereinafter collectively referred to as the "Shares." The shares of
common stock, par value $0.001 per share, of the Company to be outstanding after
giving effect to the sales contemplated hereby are hereinafter referred to as
the "Common Stock."

     In addition, the Company proposes to issue and sell to the several
Underwriters named in Schedule II hereto (the "Debt Underwriters", and together
with the Equity Underwriters, the "Underwriters"), $300,000,000 principal amount
of its % Convertible Subordinated Notes due 2007 (the "Firm Notes") to be issued
pursuant to the provisions of an Indenture dated as of October , 2000, as
supplemented by Supplemental Indenture No. 1 (the "Supplemental Indenture") (as
supplemented, the "Indenture") between the Company and Chase Manhattan Bank and
Trust Company, National Association, as Trustee (the "Trustee").  The Company
also proposes to issue and sell to the Debt Underwriters not more than an
additional $45,000,000 principal amount of its % Convertible Subordinated Notes
due 2007 (the "Additional Notes") if and to the extent that you, as Managers of
such offering, shall have determined to exercise, on behalf of the Debt
Underwriters, the right to purchase such % Convertible Subordinated Notes due
2007 granted to the Debt Underwriters in Section 2 hereof.  The Firm Notes and
the Additional Notes are hereinafter collectively referred to as the "Notes".
The Notes will be convertible into shares of common stock of the Company, par
value $0.001 per share (the "Underlying Securities").

     The Company has filed with the Securities and Exchange Commission (the
"Commission") registration statements, including a prospectus, relating to the
Shares and its debt securities.  The term "Registration Statement" means such
registration statements, including the exhibits thereto, as amended to the date
of this Agreement.  The term "Basic

                                       1.
<PAGE>

Prospectus" means the prospectus filed with the Commission on September 19, 2000
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act"), and included in the Registration Statement.

     The Company has filed with, or transmitted for filing to, or shall promptly
hereafter file with or transmit for filing to, the Commission (i) a prospectus
supplement (the "Equity Prospectus Supplement") specifically relating to the
Shares and (ii) a prospectus supplement (the "Debt Prospectus Supplement")
specifically relating to the Notes, which have been registered as debt
securities under the Registration Statement, in each case pursuant to Rule 424
under the Securities Act.

     The term "Equity Prospectus" means the Basic Prospectus, together with the
Equity Prospectus Supplement.  The term "equity preliminary prospectus" means a
preliminary prospectus supplement specifically relating to the Shares together
with the Basic Prospectus.  The term "Debt Prospectus" means the Basic
Prospectus together with the Debt Prospectus Supplement.  The term "debt
preliminary prospectus" means a preliminary prospectus supplement specifically
relating to the Notes together with the Basic Prospectus.  As used herein, the
terms "Basic Prospectus," "Equity Prospectus", "Debt Prospectus," "equity
preliminary prospectus" and "debt preliminary prospectus" shall include in each
case the documents, if any, incorporated by reference therein.  The terms
"supplement," "amendment" and "amend" as used herein shall include all documents
deemed to be incorporated by reference in the Equity Prospectus or Debt
Prospectus, as the case may be, that are filed subsequent to the date of the
Basic Prospectus by the Company with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act").  The term "Prospectuses"
means the Equity Prospectus and the Debt Prospectus, and each is a "Prospectus."
The term "preliminary prospectuses" means the equity preliminary prospectus and
the debt preliminary prospectus, and each is a "preliminary prospectus".  The
term "Offered Securities" means the Firm Shares, the Additional Shares (if any),
the Firm Notes and the Additional Notes (if any).

     The Notes, which have been registered as debt securities under the
Registration Statement, shall have the terms set forth in the Basic Prospectus
and the Debt Prospectus Supplement.

     1.    Representations and Warranties of the Company. The Company represents
and warrants to and agrees with each of the Underwriters that:

           (a)  The Registration Statement has become effective; no stop order
     suspending the effectiveness of the Registration Statement is in effect,
     and no proceedings for such purpose are pending before or threatened by the
     Commission.

           (b) (i) Each document, if any, filed or to be filed pursuant to the
     Exchange Act and incorporated by reference in any Prospectus 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 (the
     "Exchange Act Rules"), (ii) each part of the Registration Statement, when
     such part became effective, did not contain, and each such part, as amended
     or supplemented, if applicable, will not contain any untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not

                                       2.
<PAGE>

     misleading, (iii) the Registration Statement and the Prospectuses comply,
     and, as amended or supplemented, if applicable, will comply in all material
     respects with the Securities Act and the applicable rules and regulations
     of the Commission thereunder (the "Securities Act Rules" and, together with
     the Exchange Act Rules, the "Rules") and (iv) the Prospectuses do not
     contain and, as amended or supplemented, if applicable, 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 (A) to statements
     or omissions in the Registration Statement or Prospectuses based upon
     information relating to any Underwriter furnished to the Company in writing
     by such Underwriter through the Managers expressly for use therein or (B)
     to that part of the Registration Statement that constitutes the Statement
     of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended
     (the "Trust Indenture Act"), of the Trustee.

           (c) The Company has been duly incorporated, is validly existing as a
     corporation in good standing under the laws of the State of Delaware, has
     the corporate power and authority to own its property and to conduct its
     business as described in the Prospectuses 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.

           (d) Each material 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 the Prospectuses 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; all of the issued shares
     of capital stock of each material 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 .

           (e) This Agreement has been duly authorized, executed and delivered
     by the Company.

           (f) The authorized capital stock of the Company conforms as to legal
     matters to the description thereof contained in the Prospectuses under the
     caption "Description of Capital Stock."

           (g) The shares of Common Stock outstanding prior to the issuance of
     the Shares have been duly authorized and are validly issued, fully paid and
     non-assessable; except as set forth in the Prospectuses, the Company does
     not have outstanding any options to purchase, or any preemptive rights or
     other rights to subscribe for or to purchase, any securities or obligations
     convertible into, or any contracts or commitments to issue or sell, shares
     of its capital stock or any such options, rights, convertible securities or


                                       3.
<PAGE>

     obligations; and all outstanding shares of capital stock and options and
     other rights to acquire capital stock of the Company have been issued in
     compliance with the registration and qualification provisions of all
     applicable securities laws and were not issued in violation of any
     preemptive rights, rights of first refusal or other similar rights.

           (h) The Indenture related to the Notes has been duly qualified under
     the Trust Indenture Act and has been duly authorized, and when executed and
     delivered by the Company will be a valid and binding agreement of the
     Company, enforceable in accordance with its terms except as (i) the
     enforceability thereof may be limited by bankruptcy, insolvency or similar
     laws affecting creditors' rights generally and (ii) rights of acceleration
     and the availability of equitable remedies may be limited by equitable
     principles of general applicability.

           (i) The Shares have been duly authorized and, when issued and
     delivered to and paid for by the Equity Underwriters in accordance with the
     terms of this Agreement will be validly issued, fully paid and non-
     assessable, and the issuance of such Shares will not be subject to any
     preemptive rights, rights of first refusal or similar rights.

           (j) The Notes 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 Debt Underwriters in accordance with the
     terms of this Agreement will be entitled to the benefits of the Indenture
     and will be valid and binding obligations of the Company, in each case
     enforceable in accordance with their respective terms except as (i) the
     enforceability thereof may be limited by bankruptcy, insolvency or similar
     laws affecting creditors' rights generally and (ii) rights of acceleration,
     if any, and the availability of equitable remedies may be limited by
     equitable principles of general applicability.

           (k) The Underlying Securities reserved for issuance upon conversion
     of the Notes have been duly authorized and reserved and, when issued upon
     conversion of the Notes in accordance with the terms of the Notes, will be
     validly issued, fully paid and non-assessable, and the issuance of the
     Underlying Securities will not be subject to any preemptive rights, rights
     of first refusal or other similar rights.

           (l) The execution and delivery by the Company of, and the performance
     by the Company of its obligations under, this Agreement, the Indenture and
     the Notes 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 that is material to the Company
     or any judgment, order or decree of any governmental body, agency or court
     having jurisdiction over the Company, and no consent, approval,
     authorization or order of, or qualification with, any governmental body or
     agency is required for the performance by the Company of its obligations
     under this Agreement, the Indenture or the Notes, except 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 respective Offered Securities.

           (m) There has not occurred any material adverse change, or any
     development involving a prospective material adverse change, in the
     condition, financial or otherwise,

                                       4.
<PAGE>

     or in the earnings, business or operations of the Company, from that set
     forth in the Prospectuses (exclusive of any amendments or supplements
     thereto subsequent to the date of this Agreement).

           (n) There are no legal, regulatory or governmental proceedings
     pending or, to the knowledge of the Company, threatened to which the
     Company is a party or to which any of the properties of the Company is
     subject that are required to be described in the Registration Statement or
     any Prospectus and are not so described or any statutes, regulations,
     contracts or other documents that are required to be described in the
     Registration Statement or any Prospectus or to be filed or incorporated by
     reference as exhibits to the Registration Statement that are not described,
     filed or incorporated as required.

           (o) The Company has all necessary consents, authorizations,
     approvals, orders, certificates and permits of and from, and has made all
     declarations and filings with, all foreign, federal, state, local and other
     governmental authorities, all self-regulatory organizations and all courts
     and other tribunals, to own, lease, license and use its properties and
     assets and to conduct its business in the manner described in the
     Prospectuses, except to the extent that the failure to obtain or file would
     not have a material adverse effect on the Company.

           (p) Each preliminary prospectus filed as part of the Registration
     Statement as originally filed or as part of any amendment thereto, or filed
     pursuant to Rule 424 under the Securities Act, complied when so filed in
     all material respects with the Securities Act and the applicable rules and
     regulations of the Commission thereunder.

           (q) The Company is not, and after giving effect to the offering and
     sale of the Offered Securities and the application of the proceeds thereof
     as described in the Prospectuses will not be, required to register as an
     "investment company" as such term is defined in the Investment Company Act
     of 1940, as amended.

           (r) The Company (i) is 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 (collectively,
     "Environmental Laws"), (ii) has received all permits, licenses or other
     approvals required of them under applicable Environmental Laws to conduct
     their respective businesses and (iii) is in compliance with all terms and
     conditions of any such permit, license or approval, except where such
     noncompliance with Environmental Laws, failure 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.

           (s) There are no costs or liabilities associated with Environmental
     Laws (including, without limitation, any capital or operating expenditures
     required for clean-up, closure of properties or compliance with
     Environmental Laws or any permit, license or approval, any related
     constraints on operating activities and any potential liabilities to

                                       5.
<PAGE>

     third parties) which would, singly or in the aggregate, have a material
     adverse effect on the Company.

           (t) Except as set forth in the Prospectuses, there are no contracts,
     agreements or understandings between the Company and any person granting
     such person the right to require the Company to file a registration
     statement under the Securities Act with respect to any securities of the
     Company or to require the Company to include such securities with any
     Shares registered pursuant to the Registration Statement.

           (u) The Company has complied with all provisions of Section 517.075,
     Florida Statute relating to issuers doing business with Cuba.

           (v) Subsequent to the date as of which information is given in the
     Registration Statement and the Prospectuses, (i) the Company has not
     incurred any material liability or obligation, direct or contingent, nor
     entered into any material transaction, in each case not in the ordinary
     course of business; (ii) the Company has not purchased any of the Company's
     outstanding capital stock, other than unvested shares from former
     employees, directors or consultants in accordance with the applicable
     governing terms of agreements existing as of the date hereof, nor, except
     as set forth in the Prospectuses, declared, paid or otherwise made any
     dividend or distribution of any kind on its capital stock; and (iii) there
     has not been any material change in the capital stock, short-term debt or
     long-term debt of the Company, except as described in the Prospectuses.

           (w) The Company has good and marketable title in fee simple to all
     real property and good and marketable title to all personal property owned
     by it that is material to the business of the Company, in each case free
     and clear of any security interest, lien, encumbrance, claim, defect or
     adverse interest of any nature, except such as are described in the
     Prospectuses or such as do not materially affect the value of such property
     and do not interfere with the use made and proposed to be made of such
     property by the Company; and any real property and buildings held under
     lease by the Company is held by it under valid, subsisting and enforceable
     leases with such exceptions as are not material and do not interfere with
     the use made and proposed to be made of such property and buildings by the
     Company, except as described in the Prospectuses.

           (x) The Company owns or possesses adequate licenses or other rights
     to use all patents, patent rights, inventions, trade secrets, copyrights,
     trademarks, service marks, trade names, technology and know-how necessary
     to conduct its business in the manner currently employed and as described
     in the Prospectuses; the Company is not obligated to pay a royalty, grant a
     license, or provide other consideration to any third party in connection
     with its patents, copyrights, trademarks, service marks, trade names, or
     technology other than as disclosed in the Prospectuses and other than such
     royalties, licenses or consideration that are not required to be disclosed
     in the Prospectuses pursuant to the Securities Act and the rules and
     regulations thereunder and, except as disclosed in the Prospectuses, the
     Company has not received any notice of infringement or conflict with (and
     the Company does not know of any infringement or conflict with) asserted
     rights of others with respect to any patents, patent rights, inventions,
     trade secrets, copyrights, trademarks, service marks, trade names or know-
     how which could

                                       6.
<PAGE>

     result in any material adverse effect upon the Company; and, except as
     disclosed in the Prospectuses, the discoveries, inventions, products or
     processes of the Company referred to in the Prospectuses do not, to the
     best knowledge of the Company, infringe or conflict with any right or
     patent of any third party, or any discovery, invention, product or process
     which is the subject of a patent application filed by any third party,
     known to the Company which could have a material adverse effect on the
     Company. Except as disclosed in the Prospectuses, no third party, including
     any academic or governmental organization, possesses rights to the
     Company's patents, copyrights, trademarks, service marks, trade names, or
     technology which, if exercised, could enable such third party to develop
     products that could have a material adverse effect on the ability of the
     Company to conduct its business in the manner described in the
     Prospectuses.

           (y) No material labor dispute with the employees of the Company
     exists, except as described in the Prospectuses or, to the knowledge of the
     Company, is imminent; and the Company is not aware of any existing,
     threatened or imminent labor disturbance by the employees of any of its
     principal suppliers, manufacturers or contractors that could have a
     material adverse effect on the Company.

           (z) The Company is insured by insurers of recognized financial
     responsibility against such losses and risks and in such amounts as are
     prudent and customary in the business in which the Company is engaged; the
     Company has not been refused any insurance coverage sought or applied for;
     and the Company does not have any reason to believe that it will not be
     able to renew its existing insurance coverage as and when such coverage
     expires or to obtain similar coverage from similar insurers as may be
     necessary to continue its business at a cost that would not have a material
     adverse effect on the Company, except as described in the Prospectuses.

           (aa) The Company has filed a supplemental listing application with
     the Nasdaq Stock Market, Inc. to list the Shares and the Underlying Shares,
     and the Nasdaq Stock Market, Inc. has approved the Shares and the
     Underlying Shares for listing on the Nasdaq National Market, subject to
     official notice of issuance.

           (bb) Except as disclosed in the Prospectuses, all outstanding shares
     of Common Stock, and all securities convertible into or exercisable or
     exchangeable for Common Stock in each case held by the directors and
     executive officers of the Company are subject to valid and binding
     agreements (collectively, the "Lock-up Agreements") that, subject to
     certain exceptions, restrict the holders thereof from selling, making any
     short sale of, granting any option for the purchase of, or otherwise
     transferring or disposing of, any of such shares of Common Stock, or any
     such securities convertible into or exercisable or exchangeable for Common
     Stock, for a period of 90 days after the date of the Prospectuses without
     the prior written consent of Morgan Stanley & Co. Incorporated on behalf of
     the Managers.

     2.    Agreements to Sell and Purchase.

           (a)  The Company hereby agrees to sell to the several Equity
     Underwriters, and each Equity Underwriter, upon the basis of the
     representations and warranties herein

                                       7.
<PAGE>

     contained, but subject to the conditions hereinafter stated, agrees,
     severally and not jointly, to purchase from the Company at $ a share (the
     "Share Purchase Price") the respective number of Firm Shares set forth in
     Schedule I hereto opposite the name of such Equity Underwriter.

     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 Equity Underwriters the Additional Shares, and the Equity Underwriters
shall have a one-time right to purchase, severally and not jointly, up to
210,000 Additional Shares at the Share Purchase Price.  If you, on behalf of the
Equity Underwriters, elect to exercise such option, you shall so notify the
Company in writing not later than 30 days after the date of this Agreement,
which notice shall specify the number of Additional Shares to be purchased by
the Equity Underwriters and the date on which such shares are to be purchased.
Such date may be the same as the Closing Date (as defined below) but not earlier
than the Closing Date nor later than ten business days after the date of such
notice.  Additional Shares may be purchased as provided in Section 4 hereof
solely for the purpose of covering over-allotments made in connection with the
offering of the Firm Shares.  If any Additional Shares are to be purchased, each
Equity Underwriter agrees, severally and not jointly, to purchase the number of
Additional Shares (subject to such adjustments to eliminate fractional shares as
you may determine) that bears the same proportion to the total number of
Additional Shares to be purchased as the number of Firm Shares set forth in
Schedule I hereto opposite the name of such Equity Underwriter bears to the
total number of Firm Shares.

           (b) The Company hereby agrees to sell to the several Debt
     Underwriters, and each Debt Underwriter, 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 principal amounts of Firm Notes
     set forth in Schedule II hereto opposite its name at % of their principal
     amount (the "Note Purchase Price") plus accrued interest, if any, from
     October , 2000 to the date of payment and delivery.

     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 several Debt Underwriters, the Additional Notes, and the Debt
Underwriters shall have a one-time right to purchase, severally and not jointly,
up to $45,000,000 principal amount of Additional Notes at the Note Purchase
Price plus accrued interest, if any, to the date of payment and delivery. If
you, on behalf of the several Debt Underwriters, elect to exercise such option,
you shall so notify the Company in writing not later than 30 days after the date
of this Agreement, which notice shall specify the principal amount of Additional
Notes to be purchased by the several Debt Underwriters and the date on which
such Additional Notes are to be purchased. Such date may be the same as the
Closing Date but not earlier than the Closing Date nor later than ten business
days after the date of such notice. Additional Notes may be purchased solely for
the purpose of covering over-allotments made in connection with the offering of
the Firm Notes. If any Additional Notes are to be purchased, each Debt
Underwriter agrees, severally and not jointly, to purchase the principal amount
of Additional Notes (subject to such adjustments to eliminate fractional
securities as you may determine) that bears the same proportion to the total
principal amount of Additional Notes to be purchased as the principal amount of
Firm Notes set forth in Schedule II hereto bears to the total principal amount
of Firm Notes.

                                       8.
<PAGE>

           (c) The Company hereby agrees that, without the prior written consent
     of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it will
     not, during the period ending 90 days after the date of the Prospectus, (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 Shares or Notes to be
     sold hereunder, (B) the issuance by the Company of 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 Underwriters have been advised
     in writing, or (C) the grant or exercise of options to purchase Common
     Stock under the Company's employee benefit plans.

     3.    Terms of Public Offering.

           (a) The Company is advised by you that the Equity Underwriters
     propose to make a public offering of their respective portions of the
     Shares as soon after the Registration Statement and this Agreement have
     become effective as in your judgment is advisable. The Company is further
     advised by you that the Shares are to be offered to the public initially at
     $ a share (the "Share Public Offering Price") and to certain dealers
     selected by you at a price that represents a concession not in excess of $
     a share under the Share Public Offering Price, and that no Equity
     Underwriter may allow, and no dealers may reallow, a concession to any
     Equity Underwriter or to any other dealer.

           (b) The Company is advised by you that the Debt Underwriters propose
     to make a public offering of their respective portions of the Notes as soon
     after the Registration Statement and this Agreement have become effective
     as in your judgment is advisable. The Company is further advised by you
     that the Notes are to be offered to the public initially at % of their
     principal amount (the "Note Public Offering Price") plus accrued interest,
     if any, from October , 2000 to the date of payment and delivery and to
     certain dealers selected by you at a price that represents a concession not
     in excess of % of their principal amount, and that no Debt Underwriter may
     allow, and no dealers may reallow, a concession to any Debt Underwriter or
     to any other dealer.

     4.    Payment and Delivery.

           (a) Payment for the Firm Shares shall be made to the Company in
     federal or other funds immediately available in New York City against
     delivery of such Firm Shares for the respective accounts of the several
     Equity Underwriters at 10:00 a.m., New York City time, on October , 2000 or
     at such other time on the same or such other date, not later than October ,
     2000 as shall be designated in writing by you. The time and date of such
     payment are hereinafter referred to as the "Closing Date."

                                       9.
<PAGE>

     Payment for any Additional Shares shall be made to the Company in federal
or other funds immediately available in New York City against delivery of such
Additional Shares for the respective accounts of the several Equity Underwriters
at 10:00 a.m., New York City time, on the date specified in the notice described
in Section 2(a) or at such other time on the same or on such other date, in any
event not later than November , 2000 as shall be designated in writing by you.
The time and date of such payment are hereinafter referred to as the "Equity
Option Closing Date."

     Certificates for the Firm Shares and Additional Shares shall be in
definitive form 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 Equity Option Closing Date, as the case may be.  The
certificates evidencing the Firm Shares and Additional Shares shall be delivered
to you on the Closing Date or the Equity Option Closing Date, as the case may
be, for the respective accounts of the several Equity Underwriters, with any
transfer taxes payable in connection with the transfer of the Shares to the
Equity Underwriters duly paid, against payment of the Share Purchase Price
therefor.

           (b) Payment for the Firm Notes shall be made to the Company in
     federal or other funds immediately available in New York City at 10:00
     a.m., New York City time, on the Closing Date.

     Payment for any Additional Notes shall be made to the Company in federal or
other funds immediately available in New York City against delivery of such
Additional Notes for the respective accounts of the several Debt Underwriters at
10:00 a.m., New York City time, on the date specified in the notice described in
Section 2(b), or at such other time on the same or on such other date, in any
event not later than November , 2000 as shall be designated in writing by you.
The time and date of such payment are hereinafter referred to as the "Debt
Option Closing Date."

     Payment for the Firm Notes and Additional Notes shall be made against
delivery to you on the Closing Date or the Debt Option Closing Date, as the case
may be, for the respective accounts of the several Debt Underwriters of the Firm
Notes and Additional Notes registered in such names and in such denominations as
you shall request in writing not less than one full business day prior to the
Closing Date or the Debt Option Closing Date, as the case may be, with any
transfer taxes payable in connection with the transfer of the Notes to the Debt
Underwriters duly paid.

     5.    Conditions to the Underwriters' Obligations. The obligations of (i)
the Company to sell the Shares to the Equity Underwriters and the several
obligations of the Equity Underwriters to purchase and pay for the Shares on the
Closing Date and (ii) the Company to sell the Notes to the Debt Underwriters and
the several obligations of the Debt Underwriters to purchase any pay for the
Notes on the Closing Date are subject to the condition that the Registration
Statement shall have become effective not later than 2:00 p.m., New York City
time, on the date hereof

     The several obligations of the Underwriters are subject to the following
further conditions:

                                      10.
<PAGE>

           (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," 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 from that set forth in any Prospectus (exclusive of any
           amendments or supplements thereto subsequent to the date of this
           Agreement) that, in your judgment, is material and adverse and that
           makes it, in your judgment, impracticable to market the Offered
           Securities on the terms and in the manner contemplated in such
           Prospectus.

           (b) The Underwriters shall have received on the Closing Date a
     certificate, dated the Closing Date and signed by the chief executive
     officer and the chief financial officer of the Company, to the effect set
     forth in Section 5(a)(i) above 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 officers signing and delivering such certificate may rely upon the best
of their knowledge as to proceedings threatened.

           (c) The Underwriters shall have received on the Closing Date an
     opinion of Cooley Godward LLP, outside counsel for the Company, dated the
     Closing Date, to the effect that:

                  (i)    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 the Prospectuses and, to such counsel's knowledge, 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;

                  (ii)   to the best of such counsel's knowledge, the Company
           has no Significant Subsidiaries (as defined in Rule 1-02(w) of
           Regulation S-X promulgated under the Exchange Act);

                                      11.
<PAGE>

                  (iii)  the authorized capital stock of the Company conforms as
           to legal matters to the description thereof contained in the
           Prospectus under the caption "Description of Capital Stock";

                  (iv)   the shares of Common Stock outstanding prior to the
           issuance of the Shares have been duly authorized and are validly
           issued, fully paid and non-assessable; except as set forth in the
           Prospectuses, the Company has no statutory preemptive rights or, to
           such counsel's knowledge, any outstanding options to purchase or
           other rights to subscribe for or to purchase, any securities or
           obligations convertible into, or any contracts or commitments to
           issue or sell, shares of its capital stock or any such options,
           rights, convertible securities or obligations; and all outstanding
           shares of capital stock and, to such counsel's knowledge, options and
           other rights to acquire capital stock, were not issued in violation
           of any statutory preemptive rights or, to such counsel's knowledge,
           rights of first refusal or other similar rights;

                  (v)    the Shares have been duly authorized and, when issued
           and delivered in accordance with the terms of this Agreement, will be
           validly issued, fully paid and non-assessable, and the issuance of
           such Shares will not be subject to any statutory preemptive rights
           or, to such counsel's knowledge, rights of first refusal or other
           similar rights;

                  (vi)   this Agreement has been duly authorized, executed and
           delivered by the Company;

                  (vii)  the Indenture has been duly qualified under the Trust
           Indenture Act and has been duly authorized, executed and delivered
           by, and is a valid and binding agreement of, the Company, except as
           enforceability may be limited by the effects of applicable
           bankruptcy, insolvency and similar laws affecting creditors' rights
           generally and equitable principles of law of general applicability;

                  (viii) the Notes have been duly authorized by the Company and,
           when executed and authenticated in accordance with the provisions of
           the Indenture and delivered to and paid for by the Underwriters in
           accordance with the terms of this Agreement, will be valid and
           binding obligations of the Company, except as enforceability may be
           limited by the effects of applicable bankruptcy, insolvency and
           similar laws affecting creditors' rights generally and equitable
           principles of law of general applicability, and will be entitled to
           the benefits of the Indenture pursuant to which such Notes are to be
           issued;

                  (ix)   the Underlying Securities reserved for issuance upon
           conversion of the Notes have been duly authorized and reserved and,
           when issued upon conversion of the Notes in accordance with the terms
           thereof, will be validly issued, fully paid and non-assessable and
           the issuance of the Underlying Securities will not be subject to any
           statutory preemptive rights or, to such counsel's knowledge, rights
           of first refusal or other similar rights;

                                      12.
<PAGE>

                  (x)    the execution and delivery by the Company of, and the
           performance by the Company of its obligations under this Agreement,
           the Indenture and the Notes will not contravene any provision of
           applicable law or the certificate of incorporation or by-laws of the
           Company or, to the best of such counsel's knowledge, that certain
           Purchase & License Agreement by and between Microsoft Corporation, a
           Washington corporation, and the Company dated as of March 5, 2000 or
           any other agreement or other instrument binding upon the Company that
           has been filed by the Company with the Commission pursuant to the Act
           or the Exchange Act or, to the best of such counsel's knowledge, any
           judgment, order or decree of any governmental body, agency or court
           having jurisdiction over the Company, and no consent, approval,
           authorization or order of, or qualification with, any governmental
           body or agency is required for the performance by the Company of its
           obligations under this Agreement, the Indenture or the Notes, except
           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 Offered
           Securities;

                  (xi)   the statements (A) in the Prospectuses under the
           captions "Description of Debt Securities ," and "Description of the
           Notes," "Underwriting", and (B) in the Registration Statement under
           Item 15, (C) in "Item 3 Legal Proceedings" and "Item 11 Management
           Employee Benefit Plans" of the Company's most recent annual report on
           Form 10-K incorporated by reference in the Prospectuses and (D) in
           "Item 1 Legal Proceedings" of Part II of the Company's quarterly
           report on Form 10-Q filed for the quarter ended June 30, 2000, in
           each case insofar as such statements constitute summaries of the
           legal matters, documents or proceedings referred to therein, fairly
           present the information called for with respect to such legal
           matters, documents and proceedings to the extent required under the
           Securities Act and the Rules;

                  (xii)  such counsel does not know of any legal, regulatory or
           governmental proceedings pending or overtly threatened to which the
           Company is a party or to which any of the properties of the Company
           is subject that are required under the Securities Act and the
           Securities Act Rules to be described in the Registration Statement or
           any Prospectus and are not so described or of any statutes,
           regulations, contracts or other documents to which the Company is a
           party or to which any properties of the Company is subject that are
           required under the Securities Act, the Exchange Act or the Rules to
           be described in the Registration Statement or any Prospectus or to be
           filed or incorporated by reference as exhibits to the Registration
           Statement that are not described, filed or incorporated as required
           under the Securities Act, the Exchange Act or the Rules;

                  (xiii) the Company is not an "investment company" as such term
           is defined in the Investment Company Act of 1940, as amended;

                  (xiv)  the statements in the Debt Prospectus under the caption
           "Certain Federal Income Tax Considerations," insofar as such
           statements constitute a summary of the United States federal tax laws
           referred to therein, are accurate and

                                      13.
<PAGE>

           fairly summarize in all material respects the United States federal
           tax laws referred to therein;

                  (xv)   such counsel (A) is of the opinion that each document,
           if any, filed pursuant to the Exchange Act and incorporated by
           reference in any Prospectus (except for financial statements and
           schedules included therein as to which such counsel need not express
           any opinion) complied when so filed as to form in all material
           respects with the Exchange Act and the applicable rules and
           regulations of the Commission thereunder, (B) has no reason to
           believe that (except for financial statements and schedules as to
           which such counsel need not express any belief and except for that
           part of the Registration Statement that constitutes the Form T-1
           heretofore referred to) each part of the Registration Statement, when
           such part became effective, contained and, as of the date such
           opinion is delivered, contains any untrue statement of a material
           fact or omitted or omits to state a material fact required to be
           stated therein or necessary to make the statements therein, not
           misleading, (C) is of the opinion that the Registration Statement and
           Prospectuses (except for financial statements and schedules included
           therein as to which such counsel need not express any opinion) comply
           as to form in all material respects with the Securities Act and the
           applicable rules and regulations of the Commission thereunder and (D)
           has no reason to believe that (except for financial statements and
           schedules as to which such counsel need not express any belief) any
           Prospectus as of the date such opinion is delivered contains any
           untrue statement of a material fact or omits to state a material fact
           necessary in order to make the statements therein, in the light of
           the circumstances under which they were made, not misleading.

           (d) The Underwriters shall have received on the Closing Date an
     opinion of Maples and Calder, Cayman Islands counsel for the Company, dated
     the Closing Date, to the effect that NVIDIA International, Inc. 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 the Prospectuses and all of the issued shares of capital stock
     of International have been duly and validly authorized and issued, are
     fully paid and non-assessable and, to such counsel's knowledge, are owned
     directly by the Company, free and clear of all liens, encumbrances,
     equities or claims.

           (e) The Underwriters shall have received on the Closing Date an
     opinion of Davis Polk & Wardwell, special counsel for the Underwriters,
     dated the Closing Date, covering the matters referred to in Sections
     5(c)(vi), 5(c)(vii), 5(c)(viii) and 5(c)(xi) (but only as to the statements
     in the Prospectuses under "Description of Debt Securities", "Description of
     the Notes" and "Underwriting" and clauses 5(c)(xv)(B), 5(c)(xv)(C) and
     5(c)(xv)(D) above.

     With respect to Section 5(c)(xv) above, Cooley Godward LLP may state that
their opinion and belief are based upon their participation in the preparation
of the Registration Statement and Prospectuses and any amendments or supplements
thereto and documents incorporated therein by reference and review and
discussion of the contents thereof, but are without independent

                                      14.
<PAGE>

check or verification, except as specified. With respect to clauses 5(c)(xv)(B),
5(c)(xv)(C) and 5(c)(xv)(D) above, Davis Polk & Wardwell may state that their
opinion and belief are based upon their participation in the preparation of the
Registration Statement and Prospectuses and any amendments or supplements
thereto (but not including documents incorporated therein by reference) and
review and discussion of the contents thereof (including documents incorporated
therein by reference), but are without independent check or verification, except
as specified.

     The opinions of Cooley Godward LLP described in Section 5(c) above, and of
Maples and Calder described in Section 5(d) above, shall be rendered to the
Underwriters at the request of the Company and shall so state therein.

           (f) The Underwriters shall have received on the Closing Date a
     letter, dated the Closing Date, in form and substance satisfactory to the
     Underwriters, from the Company's 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 the Registration Statement and the Prospectuses; provided, however,
     that the letter delivered on the Closing Date shall use a "cut-off date"
     not earlier than the date of the this Agreement.

           (g) The Lock-up Agreements, each substantially in the form attached
     hereto as Exhibit A, between you and the executive officers and directors
     of the Company relating to sales and certain other dispositions of shares
     of Common Stock or certain other securities, delivered to you on or before
     the date hereof, shall be in full force and effect on the Closing Date.

     All of the agreements, opinions, certificates and letters mentioned above
or elsewhere in this Agreement shall be deemed in compliance with the provisions
hereof only if Davis Polk & Wardwell, counsel for the Underwriters, shall be
reasonably satisfied that they substantially comply in form and scope.

     The several obligations of the Equity Underwriters or Debt Underwriters to
purchase Additional Shares or Additional Notes, as the case may be, hereunder
also are subject to the delivery to you on the Equity Option Closing Date or
Debt Option Closing Date, as the case may be, of such other documents as you may
reasonably request with respect to the good standing of the Company and
International, the due authorization and issuance of the Additional Shares or
Additional Notes, as the case may be, and other matters related to the issuance
of the Additional Shares or Additional Notes, as the case may be.

     6.    Covenants of the Company. In further consideration of the agreements
of the Underwriters herein contained, the Company covenants with each
Underwriter as follows:

           (a) To furnish to you, without charge, five signed copies of the
     Registration Statement (including exhibits thereto) and for delivery to
     each other Underwriter a conformed copy of the Registration Statement
     (without exhibits thereto) and to furnish to you in New York City, without
     charge, prior to 10:00 a.m. New York City time on the business day next
     succeeding the date of this Agreement and during the period mentioned

                                      15.
<PAGE>

     in Section 6(c) below, as many copies of the Prospectuses and any
     supplements and amendments thereto or to the Registration Statement as you
     may reasonably request.

           (b) Before amending or supplementing the Registration Statement or
     any Prospectus, to furnish to you a copy of each such proposed amendment or
     supplement and not to file any such proposed amendment or supplement to
     which you reasonably object, and to file with the Commission within the
     applicable period specified in Rule 424(b) under the Securities Act any
     prospectus required to be filed pursuant to such Rule.

           (c) If, during such period after the first date of the public
     offering of the Offered Securities as in the opinion of counsel for the
     Underwriters any Prospectus is required by law to be delivered in
     connection with sales by an Underwriter or dealer, any event shall occur or
     condition exist as a result of which it is necessary to amend or supplement
     such Prospectus in order to make the statements therein, in the light of
     the circumstances when such Prospectus is delivered to a purchaser, not
     misleading, or if, in the opinion of counsel for the Underwriters, it is
     necessary to amend or supplement such Prospectus to comply with applicable
     law, forthwith to prepare, file with the Commission and furnish, at its own
     expense, to the Underwriters and to the dealers (whose names and addresses
     you will furnish to the Company) to which Offered Securities may have been
     sold by you on behalf of the Underwriters and to any other dealers upon
     request, either amendments or supplements to such Prospectus so that the
     statements in such Prospectus as so amended or supplemented will not, in
     the light of the circumstances when such Prospectus is delivered to a
     purchaser, be misleading or so that such Prospectus, as amended or
     supplemented, will comply with law.

           (d) To endeavor to qualify the Offered Securities for offer and sale
     under the securities or blue sky laws of such jurisdictions as you shall
     reasonably request.

           (e) To make generally available to the Company's security holders and
     to you as soon as practicable an earning statement covering the twelve-
     month period ending January 27, 2002 that satisfies the provisions of
     Section 11 (a) of the Securities Act and the rules and regulations of the
     Commission thereunder.

           (f) Not to take any action prohibited by Regulation M under the
     Exchange Act in connection with the distribution of the Offered Securities
     contemplated hereby.

           (g) To (i) enforce the terms of each Lock-up Agreement, and (ii)
     issue stop-transfer instructions to the transfer agent for the Common Stock
     with respect to any transaction or contemplated transaction that would
     constitute a breach of or default under the applicable Lock-up Agreement.
     In addition, except with the prior written consent of Morgan Stanley & Co.
     Incorporated, the Company agrees not to waive any right under any Lock-up
     Agreement, or take any other action that would directly or indirectly have
     the same effect as an amendment or termination, or waiver of any right
     under, any Lock-up Agreement, that would permit any holder of shares of
     Common Stock, or securities convertible into or exercisable or exchangeable
     for Common Stock, to sell, make any short sale of, grant any option for the
     purchase of, or otherwise transfer or dispose of, any of such shares of
     Common Stock or other securities prior to the expiration of 90 days

                                      16.
<PAGE>

     after the date of the Prospectuses, and (ii) not to consent to any sale,
     short sale, grant of an option for the purchase of, or other disposition or
     transfer of shares of Common Stock, or securities convertible into or
     exercisable or exchangeable for Common Stock, subject to a Lock-up
     Agreement.

     7.    Expenses.  Whether or not the transactions contemplated in this
Agreement are consummated or this Agreement is terminated, except as otherwise
agreed with you, the Company agrees 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 registration and delivery of the
Offered Securities under the Securities Act and all other fees or expenses in
connection with the preparation and filing of the Registration Statement, any
preliminary prospectus, any Prospectus and amendments and supplements to any of
the foregoing, including all printing costs associated therewith, and the
mailing and delivering of copies thereof to the Underwriters and dealers, in the
quantities specified herein, (ii) all costs and expenses related to the transfer
and delivery of the Offered Securities to the Underwriters, 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 Offered Securities under securities law of various states and other
jurisdictions and all expenses in connection with the qualification of the
Offered 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 Underwriters in connection with such
qualification and in connection with the blue sky or legal investment
memorandum, (iv) all filing fees and the reasonable fees (in an amount not to
exceed $15,000) and disbursements of counsel to the Underwriters incurred in
connection with the review and qualification of the offering of the Offered
Securities by the National Association of Securities Dealers, Inc., sometimes
referred to herein as "NASD" (if any), (v) all costs and expenses incident to
listing the Shares and the Underlying Securities on the Nasdaq National Market
(if any), (vi) the cost of printing certificates representing any Offered
Securities, (vii) the costs and charges of any trustee, paying agent, conversion
agent, transfer agent, registrar or depositary, (viii) 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 Offered Securities,
including, without limitation, expenses associated with the production of road
show slides and graphics, fees and expenses of any consultants engaged in
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, (ix) all expenses in connection with any offer
and sale of the Offered Securities outside of the United States, including
filing fees and the reasonable fees and disbursements of counsel for the
Underwriters in connection with offers and sales outside of the United States,
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 7. It is understood, however, that except as otherwise provided
in this Section 7, Section 8 entitled "Indemnity and Contribution", and the last
paragraph of Section 10 below, the Underwriters will pay all of their costs and
expenses, including fees and disbursements of their counsel, stock transfer
taxes payable on resale of any of the Offered Securities by them, and any
advertising expenses connected with any offers they may make.

                                      17.
<PAGE>

     8.    Indemnity and Contribution.

           (a) The Company agrees to indemnify and hold harmless each
     Underwriter and each person, if any, who controls any Underwriter within
     the meaning of either Section 15 of the Securities Act or Section 20 of the
     Exchange 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 the 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), or 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 Underwriter furnished to the Company in writing by such
     Underwriter through you expressly for use therein; provided, however, that
     the foregoing indemnity agreement with respect to any preliminary
     prospectus shall not inure to the benefit of any Underwriter from whom the
     person asserting any such losses, claims, damages or liabilities purchased
     Offered Securities, or any person controlling such Underwriter, if a copy
     of the Equity Prospectus or Debt Prospectus, as the case may be (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
     Underwriter to such person, if required by law so to have been delivered,
     at or prior to the written confirmation of the sale of the Offered
     Securities to such person, and if such 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 6(a) hereof.

           (b) Each Underwriter agrees, severally and not jointly, to indemnify
     and hold harmless the Company, the directors of the Company, the officers
     of the Company who sign the Registration Statement 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 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 the
     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), or 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, but
     only with reference to information relating to such Underwriter furnished
     to the Company in writing by such Underwriter through you expressly for use
     in the Registration Statement, any preliminary prospectus, any Prospectus
     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

                                      18.
<PAGE>

     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 (i) the fees
     and expenses of more than one separate firm (in addition to any local
     counsel) for all Underwriters and all persons, if any, who control any
     Underwriter within the meaning of either Section 15 of the Securities Act
     or Section 20 of the Exchange Act, and (ii) the fees and expenses of more
     than one separate firm (in addition to any local counsel) for the Company,
     its directors, its officers who sign any Registration Statement and each
     person, if any, who controls the Company within the meaning of either such
     Section. In the case of any such separate firm for the Underwriters and
     such control persons of any Underwriters, such firm shall be designated in
     writing by Morgan Stanley & Co. Incorporated. In the case of any such
     separate firm for the Company and such directors, officers and control
     persons of the Company, such firm shall be designated in writing by the
     Company. The indemnifying party shall not be liable for any settlement of
     any proceeding effected without its written consent, but if settled with
     such consent or if there be a final judgment for the plaintiff, the
     indemnifying party agrees to indemnify the indemnified party from and
     against any loss or liability by reason of such settlement or judgment.
     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 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

                                      19.
<PAGE>

     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 from the offering of the Offered 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 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 on the one hand and the Underwriters on the other
     hand in connection with the offering of the Offered Securities shall be
     deemed to be in the same respective proportions as the net proceeds from
     the offering of such Offered Securities (before deducting expenses)
     received by the Company and the total underwriting discounts and
     commissions received by the Underwriters, in each case as set forth in the
     table on the cover of the Equity Prospectus or Debt Prospectus, as the case
     may be, bear to the aggregate public offering price of the Offered
     Securities. The relative fault of the Company on the one hand and the
     Underwriters 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 Underwriters and the
     parties' relative intent, knowledge, access to information and opportunity
     to correct or prevent such statement or omission. The Underwriters'
     respective obligations to contribute pursuant to this Section 8 are several
     in proportion to the respective amount of Offered Securities they have
     purchased hereunder, and not joint.

           (e) The Company and the Underwriters 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 Underwriters 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 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 the provisions of this Section 8, no Underwriter
     shall be required to contribute any amount in excess of the amount by which
     the total price at which the Offered Securities underwritten by it and
     distributed to the public were offered to the public exceeds the amount of
     any damages that such Underwriter 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.

                                      20.
<PAGE>

           (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 Underwriter or any person
     controlling any Underwriter, or the Company, its officers or directors or
     any person controlling the Company and (iii) acceptance of and payment for
     any of the Offered Securities.

     9.    Termination.  This Agreement shall be subject to termination by
notice given by you to the Company, if (a) 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 National Association
of Securities Dealers, Inc., 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 general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities or (iv) 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 (b) in the case of any of
the events specified in clauses 9(a)(i) through 9(a)(iv), such event, singly or
together with any other such event, makes it, in your judgment, impracticable to
market any Offered Securities on the terms and in the manner contemplated in the
Prospectuses.

     10.   Effectiveness; Defaulting Underwriters.  This Agreement shall become
effective upon the execution and delivery hereof by the parties hereto.

           (a) If, on the Closing Date or the Equity Option Closing Date, as the
     case may be, any one or more of the Equity Underwriters shall fail or
     refuse to purchase Shares that it has or they have agreed to purchase
     hereunder on such date, and the aggregate number of Shares which such
     defaulting Equity Underwriter or Equity Underwriters agreed but failed or
     refused to purchase is not more than one-tenth of the aggregate number of
     the Equity Shares to be purchased on such date, the other Equity
     Underwriters shall be obligated severally in the proportions that the
     number of Firm Shares set forth opposite their respective names in Schedule
     I bears to the aggregate number of Firm Shares set forth opposite the names
     of all such non-defaulting Equity Underwriters, or in such other
     proportions as you may specify, to purchase the Shares which such
     defaulting Equity Underwriter or Equity Underwriters agreed but failed or
     refused to purchase on such date; provided that in no event shall the
     number of Shares that any Equity Underwriter 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 number of Shares without the written
     consent of such Equity Underwriter. If, on the Closing Date, any Equity
     Underwriter or Equity Underwriters shall fail or refuse to purchase Firm
     Shares and the aggregate number of Firm Shares with respect to which such
     default occurs is more than one-tenth of the aggregate number of Firm
     Shares to be purchased, and arrangements satisfactory to you and the
     Company for the purchase of such Firm Shares are not made within 36 hours
     after such default, this Agreement shall terminate without liability on the
     part of any non-defaulting Equity Underwriter or the Company. In any such
     case either

                                      21.
<PAGE>

     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 Registration Statement and in the Prospectuses or in any
     other documents or arrangements may be effected. If, on the Equity Option
     Closing Date, any Equity Underwriter or Equity Underwriters shall fail or
     refuse to purchase Additional Shares and the aggregate number of Additional
     Shares with respect to which such default occurs is more than one-tenth of
     the aggregate number of Additional Shares to be purchased, the non-
     defaulting Equity Underwriters shall have the option to (i) terminate their
     obligation hereunder to purchase Additional Shares or (ii) purchase not
     less than the number of Additional Shares that such non-defaulting Equity
     Underwriters would have been obligated to purchase in the absence of such
     default. Any action taken under this paragraph shall not relieve any
     defaulting Equity Underwriter from liability in respect of any default of
     such Equity Underwriter under this Agreement.

           (b) If, on the Closing Date or the Debt Option Closing Date, as the
     case may be, any one or more of the Debt Underwriters shall fail or refuse
     to purchase Notes that it has or they have agreed to purchase hereunder on
     such date, and the aggregate principal amount of Notes which such
     defaulting Debt Underwriter or Debt Underwriters agreed but failed or
     refused to purchase is not more than one-tenth of the aggregate principal
     amount of the Notes to be purchased on such date, the other Debt
     Underwriters shall be obligated severally in the proportions that the
     principal amount of Firm Notes set forth opposite their respective names in
     Schedule II bears to the aggregate principal amount of Firm Notes set forth
     opposite the names of all such non-defaulting Debt Underwriters, or in such
     other proportions as you may specify, to purchase the Notes which such
     defaulting Debt Underwriter or Debt Underwriters agreed but failed or
     refused to purchase on such date; provided that in no event shall the
     principal amount of Notes that any Debt Underwriter 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 Notes without the
     written consent of such Debt Underwriter. If, on the Closing Date, any Debt
     Underwriter or Debt Underwriters shall fail or refuse to purchase Firm
     Notes and the aggregate principal amount of Firm Notes with respect to
     which such default occurs is more than one-tenth of the aggregate principal
     amount of Firm Notes to be purchased, and arrangements satisfactory to you
     and the Company for the purchase of such Firm Notes are not made within 36
     hours after such default, this Agreement shall terminate without liability
     on the part of any non-defaulting Debt Underwriter or 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 Registration Statement and in the
     Prospectuses or in any other documents or arrangements may be effected. If,
     on the Debt Option Closing Date, any Debt Underwriter or Debt Underwriters
     shall fail or refuse to purchase Additional Notes and the aggregate
     principal amount of Additional Notes with respect to which such default
     occurs is more than one-tenth of the aggregate principal amount of
     Additional Notes to be purchased, the non-defaulting Debt Underwriters
     shall have the option to (i) terminate their obligation hereunder to
     purchase Additional Notes or (ii) purchase not less than the number of
     Additional Notes that such non-defaulting Debt Underwriters would have been
     obligated to purchase in the absence of such default. Any action taken

                                      22.
<PAGE>

     under this paragraph shall not relieve any defaulting Debt Underwriter from
     liability in respect of any default of such Debt Underwriter under this
     Agreement.

           (c) If this Agreement shall be terminated by the Underwriters, 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
     Underwriters or such Underwriters 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
     Underwriters in connection with this Agreement or the offering contemplated
     hereunder.

     11.   Counterparts.  This Agreement may be signed in two or more
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.

     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,

                                         NVIDIA CORPORATION


                                         By:____________________________________
                                               Name:
                                               Title:

Accepted as of the date hereof

Morgan Stanley & Co. Incorporated
Prudential Securities Incorporated
Robertson Stephens, Inc.
Thomas Weisel Partners LLC

Acting severally on behalf of themselves
   and the several Underwriters named in
   Schedule I and Schedule II hereto.

By:   Morgan Stanley & Co. Incorporated

By:____________________________________
      Name:
      Title:

                                      23.
<PAGE>

                                                                   DRAFT 10/4/00

                                                                      SCHEDULE 1
<TABLE>
<CAPTION>
                                                                       Number of Firm Shares
                           Underwriter                                    To Be Purchased
                           -----------                                 ---------------------
<S>                                                                <C>
Morgan Stanley & Co. Incorporated
Prudential Securities Incorporated
Robertson Stephens, Inc.
Thomas Weisel Partners LLC.......................................

[NAMES OF OTHER UNDERWRITERS]....................................






     Total.......................................................

</TABLE>
<PAGE>

                                                                     SCHEDULE II

<TABLE>
<CAPTION>
                                                               Principal Amount
                                                                of Firm Notes
                           Underwriter                         To Be Purchased
                           -----------                         ----------------
<S>                                                                <C>
Morgan Stanley & Co. Incorporated
Prudential Securities Incorporated
FleetBoston Robertson Stephens Inc.
Thomas Weisel Partners LLC.......................................

[NAMES OF OTHER UNDERWRITERS]....................................






     Total.......................................................
</TABLE>
<PAGE>

                                                                       EXHIBIT A

                           [FORM OF LOCK-UP LETTER]

                              September __, 2000


Morgan Stanley & Co. Incorporated
Prudential Securities Incorporated
FleetBoston Robertson Stephens Inc.
Thomas Weisel Partners LLC
c/o  Morgan Stanley & Co. Incorporated
  1585 Broadway
  New York, NY 10036

Dear Sirs and Mesdames:

     The undersigned understands that Morgan Stanley & Co. Incorporated ("Morgan
Stanley") proposes to enter into a Purchase Agreement (the "Purchase Agreement")
with NVIDIA Corporation, a Delaware corporation (the "Company"), providing for
the offering (the "Offering") by the several Initial Purchasers, including
Morgan Stanley (the "Initial Purchasers"), of $400,000,000 of the Company's
Common Stock, par value $0.001 per share (the "Common Stock") and __%
Convertible Subordinated Notes due 200_ (the "Securities").  The __% Convertible
Subordinated Notes due 200 will be convertible into shares of Common Stock.

  To induce the Initial Purchasers that may participate in the Offering to
continue their efforts in connection with the Offering, the undersigned hereby
agrees that, without the prior written consent of Morgan Stanley on behalf of
the Initial Purchasers, it will not, during the period commencing on the date
the Offering is announced to the public by the Company and ending 90 days after
the date of the final prospectus (the "Prospectus") relating to the Offering
(the "Lock-up Period"), (1) 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 (2) 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 (1) or (2) 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) transactions relating to shares of
Common Stock or other securities acquired in open market transactions after the
completion of the Offering and (b) transfers of shares of Common Stock or any
security convertible into Common Stock as a bona fide gift or gifts; provided
that in the case of any transfer or distribution pursuant to clause (b), (i)
each donee or distributee shall execute and deliver to Morgan Stanley a
duplicate form of this Lock-up Letter and (ii) no filing by any party (donor,
donee, transferor or transferee) under Section 16(a) of the Securities Exchange
Act of 1934, as amended, shall be required or shall be made voluntarily in
connection with such transfer or distribution (other than a filing on a Form 5
made after the expiration of the 90-day period
<PAGE>

referred to above). In addition, the undersigned agrees that, without the prior
written consent of Morgan Stanley on behalf of the Initial Purchasers, it will
not, during the Lock-up Period, make any demand for or exercise any right with
respect to, the registration of any shares of Common Stock or any security
convertible into or exercisable or exchangeable for Common Stock.

     The undersigned hereby acknowledges that this agreement is valid and
binding notwithstanding any prior agreements relating to any shares of the
Company owned by the undersigned and further agrees and consents to the entry of
stop-transfer instructions with the Company=s transfer agent against the
transfer of shares of Common Stock held by the undersigned except in compliance
with the terms and conditions of this lock-up agreement.  The undersigned also
understands that the Company and the Initial Purchasers will proceed with the
Offering in reliance on this lock-up agreement.

     Whether or not the Offering actually occurs depends on a number of factors,
including market conditions.  Any Offering will be made only pursuant to a
Purchase Agreement, the terms of which are subject to negotiation between the
Company and the Initial Purchasers.  This agreement will expire on November 15,
2000 if the Offering has not commenced by such date.

                         Very truly yours,



                         (Name)


                         (Address)
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>FORM OF INDENTURE, BETWEEN NVIDIA AND CHASE
<TEXT>

<PAGE>

                                                                    Exhibit 4.1

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

                              NVIDIA CORPORATION



                                      AND



               CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL
                            ASSOCIATION, as Trustee



                                   Indenture



                              Dated as of ., 2000

                          __________________________


             =====================================================
<PAGE>

                            CROSS REFERENCE SHEET/1/

                                ______________


                                    Between


     Provisions of Trust Indenture Act of 1939 and Indenture dated as of ., 2000
between NVIDIA CORPORATION and CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee:


Section of the Act                         Section of the Indenture
------------------                         ------------------------

310(a)(1) and (2).......................   6.09
310(a)(3) and (4).......................   Inapplicable
310(b)..................................   6.08, 6.09, 6.10, 6.10, 6.10 and 6.11
310(c)..................................   Inapplicable
311(a)..................................   6.13
311(b)..................................   6.13
312(a)..................................   4.01 and 4.02
312(b)..................................   4.02 and 4.02
312(c)..................................   4.02
313(a)..................................   4.04
313(b)(1)...............................   Inapplicable
313(b)(2)...............................   4.04
313(c)..................................   4.04
313(d)..................................   4.04
314(a)..................................   4.03
314(b)..................................   Inapplicable
314(c)(1) and (2).......................   11.05
314(c)(3)...............................   Inapplicable
314(d)..................................   Inapplicable
314(e)..................................   11.05
314(f)..................................   Inapplicable
315(a), (c) and (d).....................   6.01
315(b)..................................   5.11
315(e)..................................   5.12
316(a)(1)...............................   5.09 and 5.10
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                             <C>
                                            ARTICLE 1 Definitions

Section 1.01.  Certain Terms Defined........................................................................       1

                                            ARTICLE 2 Securities

Section 2.01.  Forms Generally..............................................................................       9
Section 2.02.  Form of Trustee's Certificate of Authentication..............................................       9
Section 2.03.  Amount Unlimited; Issuable in Series.........................................................      10
Section 2.04.  Authentication and Delivery of Securities....................................................      13
Section 2.05.  Execution of Securities......................................................................      14
Section 2.06.  Certificate of Authentication................................................................      15
Section 2.07.  Denomination and Date of Securities; Payments of Interest....................................      15
Section 2.08.  Registration, Transfer and Exchange..........................................................      16
Section 2.09.  Mutilated, Defaced, Destroyed, Lost and Stolen Securities....................................      20
Section 2.10.  Cancellation of Securities; Disposition Thereof..............................................      21
Section 2.11.  Temporary Securities.........................................................................      21

                                            ARTICLE 3 Covenants of the Issuer

Section 3.01.  Payment of Principal and Interest............................................................      22
Section 3.02.  Offices for Payments, etc....................................................................      23
Section 3.03.  Appointment to Fill a Vacancy in Office of Trustee...........................................      24
Section 3.04.  Paying Agents................................................................................      24
Section 3.05.  [INTENTIONALLY OMITTED]......................................................................      25
Section 3.06.  [INTENTIONALLY OMITTED]......................................................................      25
Section 3.07.  Existence....................................................................................      25
Section 3.08.  Maintenance of Properties....................................................................      25
Section 3.09.  Payment of Taxes and Other Claims............................................................      26
Section 3.10.  Stay, Extension and Usury Laws...............................................................      26
Section 3.11.  Compliance Certificate.......................................................................      26
</TABLE>

   ARTICLE 4 Securityholders Lists and Reports by the Issuer and the Trustee

                                       i
<PAGE>

<TABLE>
<S>                                                                                                               <C>
Section 4.01.  Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders...........      27
Section 4.02.  Preservation and Disclosure of Securityholders Lists.........................................      27
Section 4.03.  Reports by the Issuer........................................................................      28
Section 4.04.  Reports by the Trustee.......................................................................      28

                   ARTICLE 5 Remedies of the Trustee and Securityholders on Event of Default

Section 5.01.  Event of Default Defined; Acceleration of Maturity; Waiver of Default........................      28
Section 5.02.  Collection of Indebtedness by Trustee; Trustee May Prove Debt................................      31
Section 5.03.  Application of Proceeds......................................................................      33
Section 5.04.  Suits for Enforcement........................................................................      35
Section 5.05.  Restoration of Rights on Abandonment of Proceedings..........................................      35
Section 5.06.  Limitations on Suits by Securityholders......................................................      35
Section 5.07.  Unconditional Right of Securityholders to Institute Certain Suits............................      36
Section 5.08.  Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default......................      36
Section 5.09.  Control by Holders of Securities.............................................................      36
Section 5.10.  Waiver of Past Defaults......................................................................      37
Section 5.11.  Trustee to Give Notice of Default, But May Withhold in Certain Circumstances.................      37
Section 5.12.  Right of Court to Require Filing of Undertaking to Pay Costs.................................      38

                                           ARTICLE 6 Concerning the Trustee

Section 6.01.  Duties and Responsibilities of the Trustee; During Default; Prior to Default.................      39
Section 6.02.  Certain Rights of the Trustee................................................................      40
Section 6.03.  Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds
               Thereof......................................................................................      42
Section 6.04.  Trustee and Agents May Hold Securities or Coupons; Collections, etc..........................      42
Section 6.05.  Moneys Held by Trustee.......................................................................      42
Section 6.06.  Compensation and Indemnification of Trustee and Its Prior Claim..............................      43
Section 6.07.  Right of Trustee to Rely on Officer's Certificate, etc.......................................      43
</TABLE>
                                      ii
<PAGE>

<TABLE>
<S>                                                                                                               <C>
Section 6.08.  Conflicting Interests of Trustee.............................................................      44
Section 6.09.  Persons Eligible for Appointment as Trustee..................................................      44
Section 6.10.  Resignation and Removal; Appointment of Successor  Trustee...................................      44
Section 6.11.  Acceptance of Appointment by Successor Trustee...............................................      46
Section 6.12.  Merger, Conversion, Consolidation or Succession to Business of Trustee.......................      47
Section 6.13.  Preferential Collection of Claims............................................................      48
Section 6.14.  Appointment of Authenticating Agent..........................................................      48

                                            ARTICLE 7 Concerning the Securityholders

Section 7.01.  Evidence of Action Taken by Securityholders..................................................      49
Section 7.02.  Proof of Execution of Instruments and of Holding of Securities...............................      49
Section 7.03.  Holders to Be Treated as Owners..............................................................      50
Section 7.04.  Securities Owned by Issuer Deemed Not Outstanding............................................      51
Section 7.05.  Right of Revocation of Action Taken..........................................................      52

                                            ARTICLE 8 Supplemental Indentures

Section 8.01.  Supplemental Indentures Without Consent of Securityholders...................................      52
Section 8.02.  Supplemental Indentures with Consent of Securityholders......................................      54
Section 8.03.  Effect of Supplemental Indenture.............................................................      56
Section 8.04.  Documents to Be Given to Trustee.............................................................      56
Section 8.05.  Notation on Securities in Respect of Supplemental Indentures.................................      56
Section 8.06.  Subordination Unimpaired.....................................................................      56

                                            ARTICLE 9 Consolidation, Merger, Sale or Conveyance

Section 9.01.  Issuer May Consolidate, Etc. on Certain Terms................................................      57
Section 9.02.  Successor Corporation to be Substituted......................................................      57
Section 9.03.  Opinion of Counsel to be Given Trustee.......................................................      58

                                   ARTICLE 10 Satisfaction and Discharge of Indenture; Unclaimed Moneys

Section 10.01.  Satisfaction and Discharge of Indenture.....................................................      58
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                                                  <C>
Section 10.02.  Application by Trustee of Funds Deposited for Payment of Securities................................   59
Section 10.03.  Repayment of Moneys Held by Paying Agent...........................................................   59
Section 10.04.  Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years..........................   59
Section 10.05.  Indemnity for U.S. Government Obligations..........................................................   60

                                           ARTICLE 11 Miscellaneous Provisions

Section 11.01.  Incorporators, Stockholders, Officers and Directors of Issuer Exempt from Individual Liability.....   60
Section 11.02.  Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities and Coupons......   61
Section 11.03.  Successors and Assigns of Issuer Bound by Indenture................................................   61
Section 11.04.  Notices and Demands on Issuer, Trustee and Holders of Securities and Coupons.......................   61
Section 11.05.  Officer's Certificates and Opinions of Counsel; Statements to Be Contained Therein.................   62
Section 11.06.  Payments Due on Saturdays, Sundays and Holidays....................................................   63
Section 11.07.  Conflict of Any Provision of Indenture with Trust Indenture Act of 1939............................   63
Section 11.08.  New York Law to Govern.............................................................................   63
Section 11.09.  Counterparts.......................................................................................   64
Section 11.10.  Effect of Headings.................................................................................   64
Section 11.11.  Securities in a Foreign Currency...................................................................   64
Section 11.12.  Judgment Currency..................................................................................   64

                                           ARTICLE 12 Redemption of Securities and Sinking Funds

Section 12.01.  Applicability of Article...........................................................................   65
Section 12.02.  Notice of Redemption; Partial Redemptions..........................................................   65
Section 12.03.  Payment of Securities Called for Redemption........................................................   67
Section 12.04.  Exclusion of Certain Securities from Eligibility for Selection for Redemption......................   68
Section 12.05.  Mandatory and Optional Sinking Funds...............................................................   68

                                            ARTICLE 13 Subordination

Section 13.01.  Agreement of Subordination.........................................................................   71
Section 13.02.  Payments to Securityholders........................................................................   72
</TABLE>

                                      iv
<PAGE>

<TABLE>
<S>                                                                                                               <C>
Section 13.03.  Subrogation.................................................................................      75
Section 13.04.  Authorization to Effect Subordination.......................................................      76
Section 13.05.  Notice to Trustee...........................................................................      76
Section 13.06.  Trustee's Relation to Senior Indebtedness...................................................      77
Section 13.07.  No Impairment of Subordination..............................................................      78
Section 13.08.  Article Applicable to Paying Agents.........................................................      78
Section 13.09.  Senior Indebtedness Entitled to Rely........................................................      79
Section 13.10.  Reliance on Judicial Order or Certificate of Liquidating Agent..............................      79
</TABLE>

                                       v
<PAGE>

     THIS INDENTURE, dated as of ., 2000 between NVIDIA CORPORATION, a Delaware
corporation (the "Issuer"), and CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL
ASSOCIATION, a national banking association, as trustee (the "Trustee"),

     WHEREAS, the Issuer has duly authorized the issue from time to time of its
unsecured debentures, notes or other evidences of indebtedness to be issued in
one or more series (the "Securities") up to such principal amount or amounts as
may from time to time be authorized in accordance with the terms of this
Indenture; and

     WHEREAS, the Issuer has duly authorized the execution and delivery of this
Indenture to provide, among other things, for the authentication, delivery and
administration of the Securities; and

     WHEREAS, all things necessary to make this Indenture a valid indenture and
agreement according to its terms have been done.

     NOW, THEREFORE:

     In consideration of the premises and the purchases of the Securities by the
holders thereof, the Issuer and the Trustee mutually covenant and agree for the
equal and proportionate benefit of the respective holders from time to time of
the Securities or of series thereof and of the coupons, if any, appertaining
thereto as follows:

                                   ARTICLE 1

                                  Definitions

     Section 1.0.  Certain Terms Defined.  The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture that are defined in the Trust Indenture Act of 1939 or
the definitions of which in the Securities Act of 1933 are referred to in the
Trust Indenture Act of 1939, including terms defined therein by reference to the
Securities Act of 1933 (except as herein otherwise expressly provided or unless
the context otherwise requires), shall have the meanings assigned to such terms
in said Trust Indenture Act and in said Securities Act as in force at the date
of this Indenture. All accounting terms used herein and not expressly defined
shall have the meanings
<PAGE>

assigned to such terms in accordance with generally accepted accounting
principles, and the term "generally accepted accounting principles" means such
accounting principles as are generally accepted at the time of any computation.
The words "herein", "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision. The terms defined in this Article have the meanings assigned
to them in this Article and include the plural as well as the singular.

     "Authenticating Agent" shall have the meaning set forth in Section 6.14.

     "Board of Directors" means either the Board of Directors of the Issuer or
any committee of such Board duly authorized to act on its behalf.

     "Board Resolution" means a copy of one or more resolutions, certified by
the secretary or an assistant secretary of the Issuer to have been duly adopted
or consented to by the Board of Directors and to be in full force and effect,
and delivered to the Trustee.

     "Business Day" means, with respect to any Security, a day that in the city
(or in any of the cities, if more than one) in which amounts are payable, as
specified in the form of such Security, is not a day on which banking
institutions are authorized or required by law or regulation to close.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution and delivery 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 on such date.

     "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at 101 California Street, Suite 2725, San Francisco,
California 94111.

     "Coupon" means any interest coupon appertaining to a Security.

     "Depositary" means, with respect to the Securities of any series issuable
or issued in the form of one or more Registered Global Securities, the Person
designated as Depositary by the Issuer pursuant to Section 2.03 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" as used with respect to the Securities of any
such series shall

                                       2
<PAGE>

mean the Depositary with respect to the Registered Global Securities of that
series.

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

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

     "Event of Default" means any event or condition specified as such in
Section 5.01.

     "Foreign Currency" means a currency issued by the government of a country
other than the United States (or any currency unit comprised of any such
currencies).

     "Holder", "Holder of Securities", "Securityholder" or other similar terms
mean (a) in the case of any Registered Security, the Person in whose name such
Security is registered in the security register kept by the Issuer for that
purpose in accordance with the terms hereof, and (b) in the case of any
Unregistered Security, the bearer of such Security, or any Coupon appertaining
thereto, as the case may be.

     "Indebtedness" means, with respect to any Person, and without duplication,
(a) all indebtedness, obligations and other liabilities (contingent or
otherwise) of such Person for borrowed money (including obligations of such
Person in respect of overdrafts, foreign exchange contracts, currency exchange
agreements, interest rate protection agreements, and any loans or advances from
banks, whether or not evidenced by notes or similar instruments) or evidenced by
bonds, debentures, notes or similar instruments (whether or not the recourse of
the lender is to the whole of the assets of such Person or to only a portion
thereof),

                                       3
<PAGE>

other than any account payable or other accrued current liability or obligation
incurred in the ordinary course of business in connection with the obtaining of
materials or services; (b) all reimbursement obligations and other liabilities
(contingent or otherwise) of such Person with respect to letters of credit, bank
guarantees or bankers' acceptances; (c) all obligations and liabilities
(contingent or otherwise) in respect of leases of such Person required, in
conformity with generally accepted accounting principles, to be accounted for as
capitalized lease obligations on the balance sheet of such Person; (d) all
obligations and other liabilities (contingent or otherwise) under any lease or
related document (including a purchase agreement) in connection with the lease
of real property which provides that such Person is contractually obligated to
purchase or cause a third party to purchase the leased property and thereby
guarantee a minimum residual value of the leased property to the lessor and the
obligations of such Person under such lease or related document to purchase or
to cause a third party to purchase such leased property; (e) all obligations of
such Person (contingent or otherwise) with respect to an interest rate or other
swap, cap or collar agreement or other similar instrument or agreement or
foreign currency hedge, exchange, purchase or similar instrument or agreement;
(f) all direct or indirect guaranties or similar agreements by such Person in
respect of, and obligations or liabilities (contingent or otherwise) of such
Person to purchase or otherwise acquire or otherwise assure a creditor against
loss in respect of, indebtedness, obligations or liabilities of another Person
of the kind described in clauses (a) through (e); (g) any indebtedness or other
obligations described in clauses (a) through (f) secured by any mortgage,
pledge, lien or other encumbrance existing on property which is owned or held by
such Person, regardless of whether the indebtedness or other obligation secured
thereby shall have been assumed by such Person; and (g) any and all
refinancings, replacements, deferrals, renewals, extensions and refundings of,
or amendments, modifications or supplements to, any indebtedness, obligation or
liability of the kind described in clauses (a) through (g).

     "Indenture" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented or
both, and shall include the forms and terms of particular series of Securities
established as contemplated hereunder.

     "Interest" means, when used with respect to non-interest bearing
Securities, interest payable after maturity.

     "Issuer" means (except as otherwise provided in Article 6) NVIDIA
Corporation, a Delaware corporation and, subject to Article 9, its successors
and assigns.
                                       4
<PAGE>

     "Issuer Order" means a written statement, request or order of the Issuer
signed in its name by any one of the following: the Chairman of the Board, the
President, any Vice President, the Chief Financial Officer, the Chief Legal
Officer, the Treasurer, any Assistant Treasurer, the Controller, any Assistant
Controller or any other person authorized by the Board of Directors to execute
any such written statement, request or order.

     "Judgment Currency" shall have the meaning set forth in Section 11.12.

     "Officer's Certificate" means a certificate signed by any one of the
following: the Chairman of the Board, the President, any Vice President, the
Chief Financial Officer, the Chief Legal Officer, the Treasurer, any Assistant
Treasurer, the Controller, any Assistant Controller or any other person
authorized by the Board of Directors to execute any such certificate.

     "Opinion of Counsel" means an opinion in writing, subject to customary
exceptions, signed by legal counsel of the Issuer (such legal counsel may be an
employee of or counsel to the Issuer) or such other legal counsel who shall be
reasonably satisfactory to the Trustee.

     "original issue date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

     "Original Issue Discount Security" means any Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.01.

     "Outstanding" when used with reference to Securities, shall, subject to the
provisions of Section 7.04, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except

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

     (b)  Securities, or portions thereof, for the payment or redemption of
which moneys or U.S. Government Obligations (as provided for in Section 10.01)
in the necessary amount shall have been deposited in trust with the Trustee or
with any paying agent (other than the Issuer) or shall have been set aside,
segregated and held in trust by the Issuer for the Holders of such Securities
(if the Issuer shall act as its own paying agent), provided that if such
Securities, or portions thereof, are to be redeemed prior to the maturity
thereof, notice of such redemption shall

                                       5
<PAGE>

have been given as herein provided, or provision reasonably satisfactory to the
Trustee shall have been made for giving such notice; and

     (c) Securities which shall have been paid or in substitution for which
other Securities shall have been authenticated and delivered pursuant to the
terms of Section 2.09 (except with respect to any such Security as to which
proof reasonably satisfactory to the Trustee is presented that such Security is
held by a person in whose hands such Security is a legal, valid and binding
obligation of the Issuer).

     In determining whether the Holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 5.01.

     "Periodic Offering" means an offering of Securities of a series from time
to time, the specific terms of which Securities, including, without limitation,
the rate or rates of interest, if any, thereon, the stated maturity or
maturities thereof and the redemption provisions, if any, with respect thereto,
are to be determined by the Issuer or its agents upon the issuance of such
Securities.

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

     "principal" whenever used with reference to the Securities or any Security
or any portion thereof, shall be deemed to include "and premium, if any".

     "record date" shall have the meaning set forth in Section 2.07.

     "Redemption Notice Period" shall have the meaning set forth in Section
12.02.

     "Registered Global Security", means a Security evidencing all or a part of
a series of Registered Securities, issued to the Depositary for such series in
accordance with Section 2.04, and bearing the legend prescribed in Section 2.04.

     "Registered Security" means any Security registered on the Security
register of the Issuer.

                                       6
<PAGE>

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

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

     "Required Currency" shall have the meaning set forth in Section 11.12.

     "Responsible Officer" when used with respect to the Trustee means the
president, any vice president, (whether or not designated by numbers or words
added before or after the title "vice president"), the secretary, the treasurer,
any trust officer, any assistant trust officer, any assistant vice president,
any assistant secretary, any assistant treasurer, or any other officer or
assistant officer of the Trustee assigned and duly authorized by the Trustee to
administer this Indenture.

     "Security" or "Securities" has the meaning stated in the fourth recital of
this Indenture, or, as the case may be, Securities that have been authenticated
and delivered under this Indenture.

     "Senior Indebtedness" means the principal of, premium, if any, interest
(including all interest accruing subsequent to the commencement of any
bankruptcy or similar proceeding, whether or not a claim for post-petition
interest is allowable as a claim in any such proceeding) and rent or termination
payment payable on or in connection with, and all fees, costs, expenses and
other amounts accrued or due on or in connection with, Indebtedness of the
Issuer, whether outstanding on the date of this Indenture or thereafter created,
incurred, assumed, guaranteed or in effect guaranteed by the Issuer (including
all refinancings, replacements, deferrals, renewals, extensions or refundings
of, or amendments, modifications or supplements to, the foregoing), unless in
the case of any particular Indebtedness the instrument creating or evidencing
the same or the assumption or guarantee thereof expressly provides that such
Indebtedness shall not be senior in right of payment to the Securities or
expressly provides that such Indebtedness is "pari passu" or "junior" to the
Securities.  Notwithstanding the foregoing, the term Senior Indebtedness shall
not include any Indebtedness of the Issuer to any subsidiary of the Issuer, a
majority of the voting stock of which is owned, directly or indirectly, by the
Issuer.  If any payment made to any holder of

                                       7
<PAGE>

any Senior Indebtedness or its Representative with respect to such Senior
Indebtedness is rescinded or must otherwise be returned by such holder or
Representative upon the insolvency, bankruptcy or reorganization of the Issuer
or otherwise, the reinstated Indebtedness of the Issuer arising as a result of
such rescission or return shall constitute Senior Indebtedness effective as of
the date of such rescission or return.

     "Significant Subsidiary" means, as of any date of determination, a
Subsidiary of the Issuer, if as of such date of determination either (a) the
assets of such subsidiary equal 10% or more of the Issuer's total consolidated
assets or (b) the total revenue of which represented 10% or more of the Issuer's
consolidated total revenue for the most recently completed fiscal year.

     "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of capital stock or other equity interest entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other subsidiaries
of that Person (or a combination thereof) and (ii) any partnership (a) the sole
general partner or managing general partner of which is such Person or a
subsidiary of such Person or (b) the only general partners of which are such
Person or of one or more subsidiaries of such Person (or any combination
thereof).

     "Trust Indenture Act of 1939" means the Trust Indenture Act of 1939.

     "Trustee" means the Person identified as "Trustee" in the first paragraph
hereof and, subject to the provisions of Article 6, shall also include any
successor trustee. "Trustee" shall also mean or include each Person who is then
a trustee hereunder and if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series shall mean the
trustee with respect to the Securities of such series.

     "Unregistered Security" means any Security other than a Registered
Security.

     "U.S. Person" has the meaning specified in Regulation S.

     "Yield to Maturity" means the yield to maturity on a series of securities,
calculated at the time of issuance of such series, or, if applicable, at the
most recent redetermination of interest on such series, and calculated in
accordance with accepted financial practice.

                                   ARTICLE 2

                                       8
<PAGE>

                                  Securities

     Section 2.1.  Forms Generally.  The Securities of each series and the
Coupons, if any, to be attached thereto shall be substantially in such form (not
inconsistent with this Indenture) as shall be established by or pursuant to one
or more Board Resolutions (as set forth in a Board Resolution or, to the extent
established pursuant to rather than set forth in a Board Resolution, an
Officer's Certificate detailing such establishment) or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have imprinted or otherwise reproduced thereon such legend or
legends or endorsements, not inconsistent with the provisions of this Indenture,
as may be required to comply with any law or with any rules or regulations
pursuant thereto, or with any rules of any securities exchange or to conform to
general usage, all as may be determined by the officers executing such
Securities and Coupons, if any, as evidenced by their execution of such
Securities and Coupons.

     The definitive Securities and Coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities and
Coupons, if any, as evidenced by their execution of such Securities and Coupons,
if any.

     Section 2.2.  Form of Trustee's Certificate of Authentication.  The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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


                                        _______________________
                                        as Trustee

                                        By:____________________
                                             Authorized Officer

     If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Trustee's Certificate of
Authentication to be borne by the Securities of each such series shall be
substantially as follows:

                                       9
<PAGE>

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

                                        __________________________
                                        as Authenticating Agent

                                        By:_______________________
                                             Authorized Officer


     Section 2.3.  Amount Unlimited; Issuable in Series.  The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

     The Securities may be issued in one or more series and the Securities of
each such series shall rank equally and pari passu with the Securities of each
other series, but all Securities issued hereunder shall be subordinate and
junior in right of payment, to the extent and in the manner set forth in Article
13, to all Senior Indebtedness of the Issuer. There shall be established in or
pursuant to one or more Board Resolutions (and, to the extent established
pursuant to rather than set forth in a Board Resolution, in an Officer's
Certificate detailing such establishment) or established in one or more
indentures supplemental hereto, prior to the initial issuance of Securities of
any series,

     (a) the designation of the Securities of the series, which shall
distinguish the Securities of the series from the Securities of all other
series;

     (b) any limit upon the aggregate principal amount of the Securities of the
series that may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to Section
2.08, 2.09, 2.11, 8.05 or 12.03);

     (c) if other than Dollars, the coin or currency in which the Securities of
that series are denominated (including, but not limited to, any Foreign
Currency);

     (d) the date or dates on which the principal of the Securities of the
series is payable;

     (e) the rate or rates at which the Securities of the series shall bear
interest, if any, the date or dates from which such interest shall accrue, on
which such interest shall be payable and (in the case of Registered Securities)
on which a

                                      10
<PAGE>

record shall be taken for the determination of Holders to whom interest is
payable and/or the method by which such rate or rates or date or dates shall be
determined;

     (f)  the place or places where the principal of and any interest on
Securities of the series shall be payable (if other than as provided in Section
3.02);

     (g)  the right, if any, of the Issuer to redeem Securities, in whole or
in part, at its option and the period or periods within which, the price or
prices at which and any terms and conditions, including the Redemption Notice
Period, upon which Securities of the series may be so redeemed, pursuant to any
sinking fund or otherwise;

     (h)  the obligation, if any, of the Issuer to redeem, purchase or repay
Securities of the series pursuant to any mandatory redemption, sinking fund or
analogous provisions or at the option of a Holder thereof and the price or
prices at which and the period or periods within which and any terms and
conditions upon which Securities of the series shall be redeemed, purchased or
repaid, in whole or in part, pursuant to such obligation;

     (i)  if other than denominations of $1,000 and any integral multiple
thereof in the case of Registered Securities or Unregistered Securities, the
denominations in which Securities of the series shall be issuable;

     (j)  if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof;

     (k)  if other than the coin or currency in which the Securities of that
series are denominated, the coin or currency in which payment of the principal
of or interest on the Securities of such series shall be payable;

     (l)  if the principal of or interest on the Securities of such series are
to be payable, at the election of the Issuer or a Holder thereof, in a coin or
currency other than that in which the Securities are denominated, the period or
periods within which, and the terms and conditions upon which, such election may
be made;

     (m)  if the amount of payments of principal of and interest on the
Securities of the series may be determined with reference to an index based on a
coin or currency other than that in which the Securities of the series are
denominated, or with reference to any currencies, securities or baskets of
securities, commodities or indices, the manner in which such amounts shall be
determined;

                                      11
<PAGE>

     (n)  if the Holders of the Securities of the series may convert or exchange
the Securities of the series into or for securities of the Issuer or of other
entities or other property (or the cash value thereof), the specific terms of
and period during which such conversion or exchange may be made;

     (o)  whether the Securities of the series will be issuable as Registered
Securities (and if so, whether such Securities will be issuable as Registered
Global Securities) or Unregistered Securities (with or without Coupons), or any
combination of the foregoing, any restrictions applicable to the offer, sale,
transfer, exchange or delivery of Unregistered Securities or Registered
Securities or the payment of interest thereon and, if other than as provided in
Section 2.08, the terms upon which Unregistered Securities of any series may be
exchanged for Registered Securities of such series and vice versa;

     (p)  whether and under what circumstances the Issuer will pay additional
amounts on the Securities of the series held by a Person who is not a U.S.
Person in respect of any tax, assessment or governmental charge withheld or
deducted and, if so, whether the Issuer will have the option to redeem such
Securities rather than pay such additional amounts;

     (q)  if the Securities of such series are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Security of such
series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and terms of such certificates,
documents or conditions;

     (r)  any trustees, depositaries, authenticating or paying agents, transfer
agents or registrars or any other agents with respect to the Securities of such
series;

     (s)  any other events of default or covenants with respect to the
Securities of such series; and

     (t)  any other terms of the series.

     All Securities of any one series and Coupons, if any, appertaining thereto,
shall be substantially identical, except in the case of Registered Securities as
to denomination and except as may otherwise be provided by or pursuant to the
Board Resolution or Officer's Certificate referred to above or as set forth in
any such indenture supplemental hereto. All Securities of any one series need
not be issued at the same time and may be issued from time to time, consistent
with the

                                      12
<PAGE>

terms of this Indenture, if so provided by or pursuant to such Board Resolution,
such Officer's Certificate or in any such indenture supplemental hereto.

     Section 2.4.  Authentication and Delivery of Securities.  The Issuer may
deliver Securities of any series having attached thereto appropriate Coupons, if
any, executed by the Issuer to the Trustee for authentication together with the
applicable documents referred to below in this Section, and the Trustee shall
thereupon authenticate and deliver such Securities to or upon the order of the
Issuer (contained in the Issuer Order referred to below in this Section) or
pursuant to such procedures reasonably acceptable to the Trustee and to such
recipients as may be specified from time to time by an Issuer Order. The
maturity date, original issue date, interest rate and any other terms of the
Securities of such series and Coupons, if any, appertaining thereto (including
Redemption Notice Periods) shall be determined by or pursuant to such Issuer
Order and procedures. If provided for in such procedures, such Issuer Order may
authorize authentication and delivery pursuant to oral instructions from the
Issuer or its duly authorized agent, which instructions shall be promptly
confirmed in writing. In authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive and (subject to Section 6.01) shall be
fully protected in relying upon, unless and until such documents have been
superceded or revoked, an Issuer Order requesting such authentication and
setting forth delivery instructions if the Securities and Coupons, if any, are
not to be delivered to the Issuer, provided that, with respect to Securities of
a series subject to a Periodic Offering, (i) such Issuer Order may be delivered
by the Issuer to the Trustee prior to the delivery to the Trustee of such
Securities for authentication and delivery, (ii the Trustee shall authenticate
and deliver Securities of such series for original issue from time to time, in
an aggregate principal amount not exceeding the aggregate principal amount
established for such series, pursuant to an Issuer Order or pursuant to
procedures reasonably acceptable to the Trustee as may be specified from time to
time by an Issuer Order, (ii the maturity date or dates, original issue date or
dates, interest rate or rates and any other terms of Securities of such series
(including Redemption Notice Periods) shall be determined by an Issuer Order or
pursuant to such procedures and (iv if provided for in such procedures, such
Issuer Order may authorize authentication and delivery pursuant to oral or
electronic instructions from the Issuer or its duly authorized agent or agents,
which oral instructions shall be promptly confirmed in writing.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if the
Trustee in good faith by its board of directors or board of trustees, executive
committee, or a trust committee of directors or trustees or Responsible Officers
shall reasonably

                                      13
<PAGE>

determine that such action would expose the Trustee to personal liability to
existing Holders or would affect the Trustee's own rights, duties or immunities
under the Securities, this Indenture or otherwise.

     If the Issuer shall establish pursuant to Section 2.03 that the Securities
of a series are to be issued in the form of one or more Registered Global
Securities, then the Issuer shall execute and the Trustee shall, in accordance
with this Section and the Issuer Order with respect to such series, authenticate
and deliver one or more Registered Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of
all of the Securities of such series issued and not yet cancelled, (ii) shall be
registered in the name of the Depositary for such Registered Global Security or
Securities or the nominee of such Depositary, (iii) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary's instructions and
(iv) shall bear a legend substantially to the following effect: "Unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, this Security may not be transferred except as a whole by the
Depositary to the nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary."

     Each Depositary designated pursuant to Section 2.03 must, at the time of
its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934 and any other
applicable statute or regulation.

     Section 2.5.  Execution of Securities.  The Securities and, if applicable,
each Coupon appertaining thereto shall be signed on behalf of the Issuer by any
one of the following: the Chairman of the Board, the President, any Vice
President, the Chief Financial Officer, the Chief Legal Officer, the Treasurer,
any Assistant Treasurer, the Controller, any Assistant Controller or any other
person authorized by the Board of Directors to execute Securities or, if
applicable, Coupons, which Securities or Coupons may, but need not, be attested.
Such signatures may be the manual or facsimile signatures of the present or any
future such officers. Minor errors or defects in any such reproduction of any
such signature shall not affect the validity or enforceability of any Security
that has been duly authenticated and delivered by the Trustee.

     In case any officer of the Issuer who shall have signed any of the
Securities or Coupons, if any, shall cease to be such officer before the
Security or Coupon so signed (or the Security to which the Coupon so signed
appertains) shall be authenticated and delivered by the Trustee or disposed of
by the Issuer, such Security or Coupon nevertheless may be authenticated and
delivered or disposed

                                      14
<PAGE>

of as though the person who signed such Security or Coupon had not ceased to be
such officer of the Issuer; and any Security or Coupon may be signed on behalf
of the Issuer by such persons as, at the actual date of the execution of such
Security or Coupon, shall be the proper officers of the Issuer, although at the
date of the execution and delivery of this Indenture any such person was not
such an officer.

     Section 2.6.  Certificate of Authentication.  Only such Securities as shall
bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. No Coupon shall be entitled to the
benefits of this Indenture or shall be valid and obligatory for any purpose
until the certificate of authentication on the Security to which such Coupon
appertains shall have been duly executed by the Trustee. The execution of such
certificate by the Trustee upon any Security executed by the Issuer shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

     Section 2.7.  Denomination and Date of Securities; Payments of Interest.
The Securities of each series shall be issuable as Registered Securities or
Unregistered Securities in denominations established as contemplated by Section
203 or, with respect to the Registered Securities of any series, if not so
established, in denominations of $1,000 and any integral multiple thereof. If
denominations of Unregistered Securities of any series are not so established,
such Securities shall be issuable in denominations of $1,000 and any integral
multiple thereof.  The Securities of each series shall be numbered, lettered or
otherwise distinguished in such manner or in accordance with such plan as the
officers of the Issuer executing the same may determine with the approval of the
Trustee, as evidenced by the execution and authentication thereof.

     Each Registered Security shall be dated the date of its authentication.
Each Unregistered Security shall be dated as provided in the resolution or
resolutions of the Board of Directors of the Issuer referred to in Section 2.03.
The Securities of each series shall bear interest, if any, from the date, and
such interest shall be payable on the dates, established as contemplated by
Section 2.03.

     The Person in whose name any Registered Security of any series is
registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Registered
Security subsequent to the record date and prior to such interest payment date,
except if and to the extent the Issuer shall default in the payment of the
interest due on such interest payment date for such

                                      15
<PAGE>

series, in which case such defaulted interest shall be paid to the Persons in
whose names Outstanding Registered Securities for such series are registered at
the close of business on a subsequent record date (which shall be not less than
five Business Days prior to the date of payment of such defaulted interest)
established by notice given by mail by or on behalf of the Issuer to the Holders
of Registered Securities not less than 10 days preceding such subsequent record
date. The term "record date" as used with respect to any interest payment date
(except a date for payment of defaulted interest) for the Securities of any
series shall mean the date specified as such in the terms of the Registered
Securities of such series established as contemplated by Section 2.03, or, if no
such date is so established, if such interest payment date is the first day of a
calendar month, the fifteenth day of the next preceding calendar month or, if
such interest payment date is the fifteenth day of a calendar month, the first
day of such calendar month, whether or not such record date is a Business Day.

     Section 2.8.  Registration, Transfer and Exchange.  The Issuer will keep at
each office or agency to be maintained for the purpose as provided in Section
302 for each series of Securities a register or registers in which, subject to
such reasonable regulations as it may prescribe, it will provide for the
registration of Registered Securities of such series and the registration of
transfer of Registered Securities of such series. Such register shall be in
written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times such
register or registers shall be open for inspection by the Trustee.

     Upon due presentation for registration of transfer of any Registered
Security of any series at any such office or agency to be maintained for the
purpose as provided in Section 3.02, the Issuer shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Registered Security or Registered Securities of the same series, maturity
date, interest rate and original issue date in authorized denominations for a
like aggregate principal amount.

     Unregistered Securities (except for any temporary global Unregistered
Securities) and Coupons (except for Coupons attached to any temporary global
Unregistered Securities) shall be transferable by delivery.

     At the option of the Holder thereof, Registered Securities of any series
(other than a Registered Global Security, except as set forth below) may be
exchanged for a Registered Security or Registered Securities of such series
having authorized denominations and an equal aggregate principal amount, upon
surrender of such Registered Securities to be exchanged at the agency of the
Issuer that shall be maintained for such purpose in accordance with Section 3.02
and

                                      16
<PAGE>

upon payment, if the Issuer shall so require, of the charges hereinafter
provided. If the Securities of any series are issued in both registered and
unregistered form, except as otherwise specified pursuant to Section 2.03, at
the option of the Holder thereof, Unregistered Securities of any series may be
exchanged for Registered Securities of such series having authorized
denominations and an equal aggregate principal amount, upon surrender of such
Unregistered Securities to be exchanged at the agency of the Issuer that shall
be maintained for such purpose in accordance with Section 3.02, with, in the
case of Unregistered Securities that have Coupons attached, all unmatured
Coupons and all matured Coupons in default thereto appertaining, and upon
payment, if the Issuer shall so require, of the charges hereinafter provided. At
the option of the Holder thereof, if Unregistered Securities of any series,
maturity date, interest rate and original issue date are issued in more than one
authorized denomination, except as otherwise specified pursuant to Section 2.03,
such Unregistered Securities may be exchanged for Unregistered Securities of
such series having authorized denominations and an equal aggregate principal
amount, upon surrender of such Unregistered Securities to be exchanged at the
agency of the Issuer that shall be maintained for such purpose in accordance
with Section 3.02 or as specified pursuant to Section 2.03, with, in the case of
Unregistered Securities that have Coupons attached, all unmatured Coupons and
all matured Coupons in default thereto appertaining, and upon payment, if the
Issuer shall so require, of the charges hereinafter provided. Unless otherwise
specified pursuant to Section 203, Registered Securities of any series may not
be exchanged for Unregistered Securities of such series. Whenever any Securities
are so surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive. All Securities and Coupons surrendered upon any exchange or
transfer provided for in this Indenture shall be promptly cancelled and disposed
of by the Trustee and the Trustee will deliver a certificate of disposition
thereof to the Issuer.

     All Registered Securities presented for registration of transfer, exchange,
redemption or payment shall (if so required by the Issuer or the Trustee) be
duly endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Issuer and the Trustee duly executed by the
Holder or his attorney duly authorized in writing.

     The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities. No service charge shall be made for any
such transaction.

     The Issuer shall not be required to exchange or register a transfer of (a)
any Securities of any series for a period of 15 days next preceding the first
mailing

                                      17
<PAGE>

of notice of redemption of Securities of such series to be redeemed or (b) any
Securities selected, called or being called for redemption, in whole or in part,
except, in the case of any Security to be redeemed in part, the portion thereof
not so to be redeemed or (c) any Securities if the Holder thereof has exercised
any right to require the Issuer to repurchase such Securities, in whole or in
part, except, in the case of any Security to be repurchased in part, the portion
thereof not so to be repurchased.

     Notwithstanding any other provision of this Section 2.08, unless and until
it is exchanged in whole or in part for Securities in definitive registered
form, a Registered Global Security representing all or a portion of the
Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

     If at any time the Depositary for any Registered Securities of a series
represented by one or more Registered Global Securities notifies the Issuer that
it is unwilling or unable to continue as Depositary for such Registered
Securities or if at any time the Depositary for such Registered Securities shall
no longer be eligible under Section 2.04, the Issuer shall appoint a successor
Depositary eligible under Section 2.04 with respect to such Registered
Securities. If a successor Depositary eligible under Section 2.04 for such
Registered Securities is not appointed by the Issuer within 90 days after the
Issuer receives such notice or becomes aware of such ineligibility, the Issuer's
election pursuant to Section 2.03 that such Registered Securities be represented
by one or more Registered Global Securities shall no longer be effective and the
Issuer will execute, and the Trustee, upon receipt of an Officer's Certificate
for the authentication and delivery of definitive Securities of such series,
will authenticate and deliver, Securities of such series in definitive
registered form without coupons, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Registered
Global Security or Securities representing such Registered Securities in
exchange for such Registered Global Security or Securities.

     The Issuer may at any time and in its sole discretion determine that the
Registered Securities of any series issued in the form of one or more Registered
Global Securities shall no longer be represented by a Registered Global Security
or Securities. In such event the Issuer will execute, and the Trustee, upon
receipt of an Officer's Certificate for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver, Securities
of such series in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of
the Registered

                                      18
<PAGE>

Global Security or Securities representing such Registered Securities, in
exchange for such Registered Global Security or Securities.

     If specified by the Issuer pursuant to Section 2.03 with respect to
Securities represented by a Registered Global Security, the Depositary for such
Registered Global Security may surrender such Registered Global Security in
exchange in whole or in part for Securities of the same series in definitive
registered form on such terms as are acceptable to the Issuer and such
Depositary. Thereupon, the Issuer shall execute, and the Trustee shall
authenticate and deliver, without service charge,

       (a)  to the Person specified by such Depositary a new Registered Security
or Securities of the same series, of any authorized denominations as requested
by such Person, in an aggregate principal amount equal to and in exchange for
such Person's beneficial interest in the Registered Global Security; and

       (b)  to such Depositary a new Registered Global Security in a
denomination equal to the difference, if any, between the principal amount of
the surrendered Registered Global Security and the aggregate principal amount of
Registered Securities authenticated and delivered pursuant to clause (a) above.

     Upon the exchange of a Registered Global Security for Securities in
definitive registered form without coupons, in authorized denominations, such
Registered Global Security shall be cancelled by the Trustee or an agent of the
Issuer or the Trustee. Securities in definitive registered form without coupons
issued in exchange for a Registered Global Security pursuant to this Section
2.08 shall be registered in such names and in such authorized denominations as
the Depositary for such Registered Global Security, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent
shall deliver such Securities to or as directed by the Persons in whose names
such Securities are so registered.

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

     Notwithstanding anything herein or in the terms of any series of Securities
to the contrary, none of the Issuer, the Trustee or any agent of the Issuer or
the Trustee (any of which, other than the Issuer, shall rely on an Officer's
Certificate and an Opinion of Counsel) shall be required to exchange any
Unregistered Security for a Registered Security if such exchange would result in
adverse Federal income tax consequences to the Issuer (such as, for example, the
inability

                                      19
<PAGE>

of the Issuer to deduct from its income, as computed for Federal income tax
purposes, the interest payable on the Unregistered Securities) under then
applicable United States Federal income tax laws.

     Section 2.9.  Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In
case any temporary or definitive Security or any Coupon appertaining to any
Security shall become mutilated, defaced or be destroyed, lost or stolen, the
Issuer in its discretion may execute, and upon the written request of any
officer of the Issuer, the Trustee shall authenticate and deliver a new Security
of the same series, maturity date, interest rate and original issue date,
bearing a number or other distinguishing symbol not contemporaneously
outstanding, in exchange and substitution for the mutilated or defaced Security,
or in lieu of and in substitution for the Security so destroyed, lost or stolen
with Coupons corresponding to the Coupons appertaining to the Securities so
mutilated, defaced, destroyed, lost or stolen, or in exchange or substitution
for the Security to which such mutilated, defaced, destroyed, lost or stolen
Coupon appertained, with Coupons appertaining thereto corresponding to the
Coupons so mutilated, defaced, destroyed, lost or stolen. In every case the
applicant for a substitute Security or Coupon shall furnish to the Issuer and to
the Trustee and any agent of the Issuer or the Trustee such security or
indemnity as may be required by them to indemnify and defend and to save each of
them harmless and, in every case of destruction, loss or theft, evidence to
their satisfaction of the destruction, loss or theft of such Security or Coupon
and of the ownership thereof and in the case of mutilation or defacement shall
surrender the Security and related Coupons to the Trustee or such agent.

     Upon the issuance of any substitute Security or Coupon, the Issuer may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee or its agent) connected therewith. In case
any Security or Coupon which has matured or is about to mature or has been
called for redemption in full shall become mutilated or defaced or be destroyed,
lost or stolen, the Issuer may instead of issuing a substitute Security, pay or
authorize the payment of the same or the relevant Coupon (without surrender
thereof except in the case of a mutilated or defaced Security or Coupon), if the
applicant for such payment shall furnish to the Issuer and to the Trustee and
any agent of the Issuer or the Trustee such security or indemnity as any of them
may require to save each of them harmless, and, in every case of destruction,
loss or theft, the applicant shall also furnish to the Issuer and the Trustee
and any agent of the Issuer or the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Security or Coupon and of the ownership
thereof.

     Every substitute Security or Coupon of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security or
Coupon is

                                      20
<PAGE>

destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, whether or not the destroyed, lost or stolen Security or Coupon
shall be at any time enforceable by anyone and shall be entitled to all the
benefits of (but shall be subject to all the limitations of rights set forth in)
this Indenture equally and proportionately with any and all other Securities or
Coupons of such series duly authenticated and delivered hereunder. All
Securities and Coupons shall be held and owned upon the express condition that,
to the extent permitted by law, the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, defaced or destroyed, lost
or stolen Securities and Coupons 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 of negotiable instruments or
other securities without their surrender.

     Section 2.10.  Cancellation of Securities; Disposition Thereof.  All
Securities and Coupons surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a sinking
or analogous fund, if surrendered to the Issuer or any agent of the Issuer or
the Trustee or any agent of the Trustee, shall be delivered to the Trustee or
its agent for cancellation or, if surrendered to the Trustee, shall be cancelled
by it; and no Securities or Coupons shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee or
its agent shall dispose of cancelled Securities and Coupons held by it and
deliver promptly a certificate of disposition to the Issuer. If the Issuer or
its agent shall acquire any of the Securities or Coupons, such acquisition shall
not operate as a redemption or satisfaction of the indebtedness represented by
such Securities or Coupons unless and until the same are delivered to the
Trustee or its agent for cancellation.

     Section 2.11.  Temporary Securities.  Pending the preparation of definitive
Securities for any series, the Issuer may execute and the Trustee shall
authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable as Registered Securities without coupons, or as Unregistered Securities
with or without coupons attached thereto, of any authorized denomination, and
substantially in the form of the definitive Securities of such series but with
such omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Issuer with the concurrence of the
Trustee as evidenced by the execution and authentication thereof. Temporary
Securities may contain such references to any provisions of this Indenture as
may be appropriate. Every temporary Security shall be executed by the Issuer and
be authenticated by the Trustee upon the same conditions and in substantially
the same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Issuer shall execute and shall furnish definitive
Securities

                                      21
<PAGE>

of such series and thereupon temporary Registered Securities of such series may
be surrendered in exchange therefor without charge at each office or agency to
be maintained by the Issuer for that purpose pursuant to Section 3.02 and, in
the case of Unregistered Securities, at any agency maintained by the Issuer for
such purpose as specified pursuant to Section 2.03, and the Trustee shall
authenticate and deliver in exchange for such temporary Securities of such
series an equal aggregate principal amount of definitive Securities of the same
series having authorized denominations and, in the case of Unregistered
Securities, having attached thereto any appropriate Coupons. Until so exchanged,
the temporary Securities of any series shall be entitled to the same benefits
under this Indenture as definitive Securities of such series, unless otherwise
established pursuant to Section 2.03. The provisions of this Section are subject
to any restrictions or limitations on the issue and delivery of temporary
Unregistered Securities of any series that may be established pursuant to
Section 2.03 (including any provision that Unregistered Securities of such
series initially be issued in the form of a single global Unregistered Security
to be delivered to a depositary or agency located outside the United States and
the procedures pursuant to which definitive or global Unregistered Securities of
such series would be issued in exchange for such temporary global Unregistered
Security).

                                   ARTICLE 3

                            Covenants of the Issuer

     Section 3.1.  Payment of Principal and Interest.  The Issuer covenants and
agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such series (together with any additional amounts payable
pursuant to the terms of such Securities) at the place or places, at the
respective times and in the manner provided in such Securities and in the
Coupons, if any, appertaining thereto and in this Indenture. The interest on
Securities with Coupons attached (together with any additional amounts payable
pursuant to the terms of such Securities) shall be payable only upon
presentation and surrender of the several Coupons for such interest installments
as are evidenced thereby as they severally mature. If any temporary Unregistered
Security provides that interest thereon may be paid while such Security is in
temporary form, the interest on any such temporary Unregistered Security
(together with any additional amounts payable pursuant to the terms of such
Security) shall be paid, as to the installments of interest evidenced by Coupons
attached thereto, if any, only upon presentation and surrender thereof, and, as
to the other installments of interest, if any, only upon

                                      22
<PAGE>

presentation of such Securities for notation thereon of the payment of such
interest, in each case subject to any restrictions that may be established
pursuant to Section 2.03. The interest on Registered Securities (together with
any additional amounts payable pursuant to the terms of such Securities) shall
be payable only to or upon the written order of the Holders thereof and, at the
option of the Issuer, may be paid by wire transfer or by mailing checks for such
interest payable to or upon the written order of such Holders at their last
addresses as they appear on the registry books of the Issuer.

     Section 3.2.  Offices for Payments, etc.  So long as any Securities are
authorized for issuance pursuant to this Indenture or are outstanding hereunder,
the Issuer will maintain in the Borough of Manhattan, The City of New York, an
office or agency where the Securities of each series may be presented for
payment, where the Securities of each series may be presented for exchange as is
provided in this Indenture, where notices and demands to or upon the Issuer in
respect of the Securities of each series, the Coupons appertaining thereto or
this Indenture may be served, and, if applicable, pursuant to Section 2.03 where
the Securities of each series may be presented for registration of transfer as
in this Indenture provided.

     The Issuer will maintain one or more offices or agencies in a city or
cities located outside the United States as may be required to be maintained
under the rules of any stock exchange on which the Securities of such series are
listed. No payment on any Unregistered Security or Coupon will be made upon
presentation of such Unregistered Security or Coupon at an agency of the Issuer
within the United States nor will any payment be made by transfer to an account
in, or by mail to an address in, the United States unless pursuant to applicable
United States laws and regulations then in effect such payment can be made
without adverse tax consequences to the Issuer. Notwithstanding the foregoing,
payments in Dollars of Unregistered Securities of any series and Coupons
appertaining thereto which are payable in Dollars may be made at an agency of
the Issuer maintained in the Borough of Manhattan, The City of New York if such
payment in Dollars at each agency maintained by the Issuer outside the United
States for payment on such Unregistered Securities is illegal or effectively
precluded by exchange controls or other similar restrictions.

     The Issuer will give to the Trustee written notice of the location of each
such office or agency and of any change of location thereof. In case the Issuer
shall fail to maintain any agency required by this Section to be located in the
Borough of Manhattan, The City of New York, or shall fail to give such notice of
the location or of any change in the location of any of the above agencies,
presentations and demands may be made and notices may be served at the Corporate
Trust Office of the Trustee.

                                      23
<PAGE>

     The Issuer may from time to time designate one or more additional offices
or agencies where the Securities of a series and any Coupons appertaining
thereto may be presented for payment, where the Securities of that series may be
presented for exchange as provided in this Indenture and pursuant to Section
2.03 and where the Registered Securities of that series may be presented for
registration of transfer as in this Indenture provided, and the Issuer may from
time to time rescind any such designation, as the Issuer may deem desirable or
expedient; provided, however, that no such designation or rescission shall in
any manner relieve the Issuer of its obligation to maintain the agencies
provided for in this Section. The Issuer will give to the Trustee prompt written
notice of any such designation or rescission thereof.

     Section 3.3.  Appointment to Fill a Vacancy in Office of Trustee.  The
Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that there
shall at all times be a Trustee with respect to each series of Securities
hereunder.

     Section 3.4.  Paying Agents.  Whenever the Issuer shall appoint a paying
agent other than the Trustee with respect to the Securities of any series, it
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,

       (a)  that it will hold all sums received by it as such agent for the
payment of the principal of or interest on the Securities of such series
(whether such sums have been paid to it by the Issuer or by any other obligor on
the Securities of such series) in trust for the benefit of the Holders of the
Securities of such series, or Coupons appertaining thereto, if any, or of the
Trustee,

       (b)  that it will give the Trustee notice of any failure by the Issuer
(or by any other obligor on the Securities of such series) to make any payment
of the principal of or interest on the Securities of such series when the same
shall be due and payable, and

       (c)  that it will pay any such sums so held in trust by it to the Trustee
upon the Trustee's written request at any time during the continuance of the
failure referred to in clause (b) above.

     The Issuer will, on or prior to each due date of the principal of or
interest on the Securities of such series, deposit with the paying agent a sum
sufficient to pay such principal or interest so becoming due, and (unless such
paying agent is the Trustee) the Issuer will promptly notify the Trustee of any
failure to take such action.

                                      24
<PAGE>

     If the Issuer shall act as its own paying agent with respect to the
Securities of any series, it will, on or before each due date of the principal
of or interest on the Securities of such series, set aside, segregate and hold
in trust for the benefit of the Holders of the Securities of such series or the
Coupons appertaining thereto a sum sufficient to pay such principal or interest
so becoming due. The Issuer will promptly notify the Trustee of any failure to
take such action.

     Anything in this Section to the contrary notwithstanding, but subject to
Section 10.01, the Issuer may at any time, for the purpose of obtaining a
satisfaction and discharge with respect to one or more or all series of
Securities hereunder, or for any other reason, pay or cause to be paid to the
Trustee all sums held in trust for any such series by the Issuer or any paying
agent hereunder, as required by this Section, such sums to be held by the
Trustee upon the trusts herein contained.

     Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Sections 10.03 and 10.04.

     Section 3.5.  [INTENTIONALLY OMITTED].

     Section 3.6.  [INTENTIONALLY OMITTED].

     Section 3.7.  Existence.  Subject to Article 9, the Issuer will do or cause
to be done all things necessary to preserve and keep in full force and effect
its existence and rights (charter and statutory); provided, however, that the
Issuer shall not be required to preserve any such right if the Issuer shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Issuer and that the loss thereof is not disadvantageous in
any material respect to the Securityholders.

     Section 3.8.  Maintenance of Properties.  The Issuer will cause all
properties used or useful in the conduct of its business or the business of any
Significant Subsidiary to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Issuer may be necessary in the conduct of
its business or the business of any Significant Subsidiary; provided, however,
that nothing in this Section shall prevent the Issuer from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Issuer, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Securityholders.

                                      25
<PAGE>

     Section 3.9.  Payment of Taxes and Other Claims.  The Issuer will pay or
discharge, or cause to be paid or discharged, before the same may become
delinquent, (i) all taxes, assessments and governmental charges levied or
imposed upon the Issuer or any Significant Subsidiary or upon the income,
profits or property of the Issuer or any Significant Subsidiary, (ii) all claims
for labor, materials and supplies which, if unpaid, might by law become a lien
or charge upon the property of the Issuer or any Significant Subsidiary and
(iii) all stamps and other duties, if any, which may be imposed by the United
States or any political subdivision thereof or therein in connection with the
issuance, transfer, exchange or conversion of any Securities or with respect to
this Indenture; provided, however, that, in the case of clauses (i) and (ii),
the Issuer shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim (A) if the failure to do so
will not, in the aggregate, have a material adverse impact on the Issuer, or (B)
if the amount, applicability or validity is being contested in good faith by
appropriate proceedings.

     Section 3.10.  Stay, Extension and Usury Laws. The Issuer 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 Issuer from paying all or any portion of the principal of, premium, if any,
or interest on the Securities as contemplated herein, wherever enacted, now or
at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture and the Issuer (to the extent it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not, by resort to any such law, hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.

     Section 3.11.  Compliance Certificate.  The Issuer shall deliver to the
Trustee, within one hundred twenty (120) days after the end of each fiscal year
of the Issuer, a certificate signed by either the principal executive officer,
principal financial officer or principal accounting officer of the Issuer,
stating whether or not to the best knowledge of the signer thereof the Issuer is
in default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Issuer shall be in
default, specifying all such defaults and the nature and the status thereof of
which the signer may have knowledge.

     The Issuer will deliver to the Trustee, so long as any of the Securities
are Outstanding, forthwith upon becoming aware of (i) any default in the
performance or observance of any covenant, agreement or condition contained in
this Indenture that is, or after notice or passage of time or both would be, and
Event of Default,

                                      26
<PAGE>

or (ii) any Event of Default, an Officer's Certificate specifying with
particularity such default or Event of Default and further stating what action
the Issuer has taken, is taking or proposes to take with respect thereto.

     Any notice required to be given under this Section 3.11 shall be delivered
to a Responsible Officer of the Trustee at its Corporate Trust Office. In the
event that the payment of the Securities of any series is accelerated because of
an Event of Default, the Issuer shall promptly provide written notice to the
Trustee specifying the names and addresses of the holders of Senior Indebtedness
if the Trustee (and not the Issuer) is to provide holders of Senior Indebtedness
notice of such acceleration.

                                   ARTICLE 4

        Securityholders Lists and Reports by the Issuer and the Trustee

     Section 4.1.  Issuer to Furnish Trustee Information as to Names and
Addresses of Securityholders.  If and so long as the Trustee shall not be the
Security registrar for the Securities of any series, the Issuer and any other
obligor on the Securities will furnish or cause to be furnished to the Trustee a
list in such form as the Trustee may reasonably require of the names and
addresses of the Holders of the Registered Securities of such series pursuant to
Section 3.12 of the Trust Indenture Act of 1939 (a) semi-annually not more than
10 days after each record date for the payment of interest on such Registered
Securities, as hereinabove specified, as of such record date and on dates to be
determined pursuant to Section 2.03 for non-interest bearing Registered
Securities in each year and (b) at such other times as the Trustee may
reasonably request in writing, within 30 days after receipt by the Issuer of any
such request as of a date not more than 15 days prior to the time such
information is furnished.

     Section 4.2.  Preservation and Disclosure of Securityholders 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
Securities of each series contained in the most recent list furnished to it as
provided in Section 4.01 or maintained by the Trustee in its capacity as
Security registrar or co-registrar in respect of the Securities of any series,
if so acting. The Trustee may destroy any list furnished to it as provided in
Section 4.01 upon receipt of a new list so furnished.

                                      27
<PAGE>

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

       (c)  Every Securityholder, by receiving and holding the same, agrees with
the Issuer and the Trustee that neither the Issuer 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 Securities made pursuant to
the Trust Indenture Act.

     Section 4.3.  Reports by the Issuer.  The Issuer covenants to file with the
Trustee, copies of the annual reports and of the information, documents, and
other reports that the Issuer may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
or pursuant to Section 314 of the Trust Indenture Act of 1939.

     Section 4.4.  Reports by the Trustee.  Any Trustee's report required under
Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or
before May 1 in each year beginning May 1, 2001, as provided in Section 313(c)
of the Trust Indenture Act of 1939, so long as any Securities are Outstanding
hereunder, and shall be dated as of a date convenient to the Trustee no more
than 60 days prior thereto.  The Trustee shall also comply with Section
313(b)(2) of the Trust Indenture Act of 1939.  A copy of each report at the time
of its mailing to the Securityholders shall be mailed to the Issuer and filed
with the Commission and each stock exchange on which the Securities are listed
in accordance with Section 313(d) of the Trust Indenture Act of 1939.


                                   ARTICLE 5

        Remedies of the Trustee and Securityholders on Event of Default

     Section 5.1.  Event of Default Defined; Acceleration of Maturity; Waiver of
Default.  Unless otherwise set forth in a supplemental indenture, "Event of
Default" with respect to Securities of any series wherever used herein, means
each one of the following events which shall have occurred and be continuing
(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):

                                      28
<PAGE>

       (a)  default in the payment of any installment of interest upon any of
the Securities of such series as and when the same shall become due and payable,
and continuance of such default for a period of 30 days; or

       (b)  default in the payment of all or any part of the principal on any of
the Securities of such series as and when the same shall become due and payable
either at maturity, upon any redemption, by declaration or otherwise; or

       (c)  failure on the part of the Issuer duly to observe or perform any
other of the covenants or agreements on the part of the Issuer in the Securities
of such series (other than a covenant or warranty in respect of the Securities
of such series a default in the performance or breach of which is elsewhere in
this Section specifically dealt with) or in this Indenture contained for a
period of 60 days after the date on which written notice specifying such
failure, stating that such notice is a "Notice of Default" hereunder and
demanding that the Issuer remedy the same, shall have been given by registered
or certified mail, return receipt requested, to the Issuer by the Trustee, or to
the Issuer and the Trustee by the holders of at least 25% in aggregate principal
amount of the Outstanding Securities of all series affected thereby; or

       (d)  a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Issuer in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Issuer or for any substantial part of
its property or ordering the winding up or liquidation of its affairs, and such
decree or order shall remain unstayed and in effect for a period of 90
consecutive days; or

       (e)  the Issuer shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
consent to the entry of an order for relief in an involuntary case under any
such law, or consent to the appointment or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
the Issuer or for any substantial part of its property, or make any general
assignment for the benefit of creditors; or

       (f)  any other Event of Default provided in the supplemental indenture
under which such series of Securities is issued or in the form of Security for
such series.

     If an Event of Default described in clauses (a), (b), (c) or (f) (only if
the Event of Default under clause (c) or (f), as the case may be, is with
respect to less

                                      29
<PAGE>

than all series of Securities then Outstanding) occurs and is continuing, then,
and in each and every such case, except for any series of Securities the
principal of which shall have already become due and payable, either the Trustee
or the Holders of not less than 25% in aggregate principal amount of the
Securities of each such affected series then Outstanding hereunder (voting as a
single class) by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Securities of any
such affected series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of all
Securities of all such affected series, and the interest accrued thereon, if
any, to be due and payable immediately, and upon any such declaration, the same
shall become immediately due and payable. If an Event of Default described in
clause (c) or (f) (only if the Event of Default under clause (c) or (f), as the
case may be, is with respect to all series of Securities then Outstanding), (d)
or (e) occurs and is continuing, then and in each and every such case, unless
the principal of all the Securities shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of all the Securities then Outstanding hereunder (treated as one class),
by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if any Securities are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof) of all the Securities then Outstanding, and
interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration the same shall become immediately due and payable.

     The foregoing provisions, however, are subject to the condition that if, at
any time after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any series (or of all the Securities, as the case
may be) shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the
Securities of each such series (or of all the Securities, as the case may be)
and the principal of any and all Securities of each such series (or of all the
Securities, as the case may be) which shall have become due otherwise than by
acceleration (with interest upon such principal and, to the extent that payment
of such interest is enforceable under applicable law, on overdue installments of
interest, at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
series (or at the respective rates of interest or Yields to Maturity of all the
Securities, as the case may be) to the date of such payment or deposit) and such
amount as shall be sufficient to cover reasonable compensation to the Trustee
and each predecessor Trustee, its agents, attorneys and counsel, and all other
reasonable expenses and liabilities incurred, and all

                                      30
<PAGE>

advances made, by the Trustee and each predecessor Trustee, and if any and all
Events of Default under the Indenture, other than the non-payment of the
principal of Securities which shall have become due by acceleration, shall have
been cured, waived or otherwise remedied as provided herein -- then and in every
such case the Holders of a majority in aggregate principal amount of all the
Securities of each such series or of all the Securities, in each case voting as
a single class, then Outstanding, by written notice to the Issuer and to the
Trustee, may waive all defaults with respect to each such series (or with
respect to all the Securities, as the case may be) 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 shall impair any right
consequent thereon.

     For all purposes under this Indenture, if a portion of the principal of any
Original Issue Discount Securities shall have been accelerated and declared due
and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

     Section 5.2.  Collection of Indebtedness by Trustee; Trustee May Prove
Debt. The Issuer covenants that (a) in case default shall be made in the payment
of any installment of interest on any of the Securities of any series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days or (b) in case default shall be made in the
payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity of
the Securities of such series or upon any redemption or by declaration or
otherwise, then upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the Holders of the Securities of such series the whole amount
that then shall have become due and payable on all Securities of such series,
and such Coupons, for principal or interest, as the case may be (with interest
to the date of such payment upon the overdue principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of such series); 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 and each predecessor Trustee, their
respective agents, attorneys and counsel, and any reasonable expenses and

                                      31
<PAGE>

liabilities incurred, and all advances made, by the Trustee and each predecessor
Trustee.

     Until such demand is made by the Trustee, the Issuer may pay the principal
of and interest on the Securities of any series to the registered holders,
whether or not the Securities of such Series be overdue.

     In case the Issuer 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 action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or other obligor upon the Securities
and collect in the manner provided by law out of the property of the Issuer or
other obligor upon the Securities, wherever situated the moneys adjudged or
decreed to be payable.

     In case there shall be pending proceedings relative to the Issuer or any
other obligor upon the Securities under Title 11 of the United States Code or
any other applicable Federal or state bankruptcy, insolvency or other similar
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 Issuer or its property or such other obligor, or in case
of any other comparable judicial proceedings relative to the Issuer or other
obligor upon the Securities, or to the creditors or property of the Issuer or
such other obligor, the Trustee, irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:

     (a)  to file and prove a claim or claims for the whole amount of principal
and interest (or, if the Securities of any series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) owing and unpaid in respect of the Securities of any
series, and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
reasonable compensation to the Trustee and each predecessor Trustee, and their
respective agents, attorneys and counsel, and for reimbursement of all expenses
and liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee) and of the Securityholders allowed in any judicial
proceedings relative to the Issuer or other obligor upon the Securities, or to
the creditors or property of the Issuer or such other obligor, and

                                      32
<PAGE>

       (b)  to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute all amounts received with
respect to the claims of the Securityholders and of the Trustee on their behalf;
and any trustee, receiver, or liquidator, custodian or other similar official is
hereby authorized by each of the Securityholders to make payments to the
Trustee, and, in the event that the Trustee shall consent to the making of
payments directly to the Securityholders, to pay to the Trustee such amounts as
shall be sufficient to cover reasonable compensation to the Trustee, each
predecessor Trustee and their respective agents, attorneys and counsel, and all
other expenses and liabilities incurred, and all advances made, by the Trustee
and each predecessor Trustee and any other amounts due the Trustee under Section
6.06.

       Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar Person.

       All rights of action and of asserting claims under this Indenture, or
under any of the Securities of any series or Coupons appertaining to such
Securities, may be enforced by the Trustee without the possession of any of the
Securities of such series or Coupons appertaining to such Securities or the
production thereof on any trial or other proceedings relative thereto, and any
such action or proceedings instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment, subject to
the payment of the expenses, disbursements and compensation of the Trustee, each
predecessor Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Holders of the Securities or Coupons appertaining to such
Securities in respect of which such action was taken.

       In any proceedings brought by the Trustee (and also 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 Securities or Coupons appertaining to such Securities in respect to which
such action was taken, and it shall not be necessary to make any Holders of such
Securities or Coupons appertaining to such Securities parties to any such
proceedings.

     Section 5.3.  Application of Proceeds.  Any moneys collected by the Trustee
pursuant to this Article in respect of any series shall, subject to the

                                      33
<PAGE>

subordination provisions hereof, be applied in the following order at the date
or dates fixed by the Trustee and, in case of the distribution of such moneys on
account of principal or interest, upon presentation of the several Securities
and Coupons appertaining to such Securities in respect of which monies have been
collected and stamping (or otherwise noting) thereon the payment, or issuing
Securities of such series in reduced principal amounts in exchange for the
presented Securities of like series if only partially paid, or upon surrender
thereof if fully paid:

          FIRST: To the payment of costs and expenses applicable to such series
     in respect of which monies have been collected, including reasonable
     compensation to the Trustee and each predecessor Trustee and their
     respective agents and attorneys and of all reasonable expenses and
     liabilities incurred, and all advances made, by the Trustee and each
     predecessor Trustee and any other amounts due the Trustee under Section
     6.06, except as a result of negligence or willful misconduct;

          SECOND: In case the principal of the Securities of such series in
     respect of which moneys have been collected shall not have become and be
     then due and payable, to the payment of interest on the Securities of such
     series 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
     same rate as the rate of interest or Yield to Maturity (in the case of
     Original Issue Discount Securities) specified in such Securities, such
     payments to be made ratably to the Persons entitled thereto, without
     discrimination or preference;

          THIRD: In case the principal of the Securities of such series in
     respect of which moneys have been collected shall have become and shall be
     then due and payable, to the payment of the whole amount then owing and
     unpaid upon all the Securities of such series for principal and interest,
     with interest upon the overdue principal, and (to the extent that such
     interest has been collected by the Trustee) upon overdue installments of
     interest at the same rate as the rate of interest or Yield to Maturity (in
     the case of Original Issue Discount Securities) specified in the Securities
     of such series; and in case such moneys shall be insufficient to pay in
     full the whole amount so due and unpaid upon the Securities of such series,
     then to the payment of such principal and interest or Yield to Maturity,
     without preference or priority of principal over interest or Yield to
     Maturity, or of interest or Yield to Maturity over principal, or of any
     installment of interest over any other installment of interest, or of any
     Security of such

                                      34
<PAGE>

     series over any other Security of such series, ratably to the aggregate of
     such principal and accrued and unpaid interest or Yield to Maturity; and

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

     Section 5.4.  Suits for Enforcement. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or 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 5.5.  Restoration of Rights on Abandonment of Proceedings. In case
the Trustee shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned for any reason, or
shall have been determined adversely to the Trustee, then and in every such case
the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

     Section 5.6.  Limitations on Suits by Securityholders.  No Holder of any
Security of any series or of any Coupon appertaining thereto shall have any
right by virtue or by availing of any provision of this Indenture to institute
any action or proceeding at law or in equity or in bankruptcy or otherwise upon
or under or with respect to this Indenture, or for the appointment of a trustee,
receiver, 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 default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of not less than 25% in aggregate
principal amount of the Securities of each affected series then Outstanding
(treated as a single class) shall have made written request upon the Trustee to
institute such action or proceedings 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 60 days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such action or proceeding and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 5.09; it being understood and intended, and being
expressly covenanted by the taker and Holder of every Security or Coupon with

                                      35
<PAGE>

every other taker and Holder and the Trustee, that no one or more Holders of
Securities of any series or Coupons appertaining to such Securities shall have
any right in any manner whatever by virtue or by availing of any provision of
this Indenture to affect, disturb or prejudice the rights of any other such
Holder of Securities or Coupons appertaining to such Securities, 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 Securities of the
applicable series and Coupons appertaining to such Securities. For the
protection and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

     Section 5.7.  Unconditional Right of Securityholders to Institute Certain
Suits. Notwithstanding any other provision in this Indenture and any provision
of any Security, the right of any Holder of any Security or Coupon to receive
payment of the principal of and interest on such Security or Coupon on or after
the respective due dates expressed in such Security or Coupon, or to institute
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.

     Section 5.8.  Powers and Remedies Cumulative; Delay or Omission Not Waiver
of Default. Except as provided in Section 506, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities or
Coupons is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

     No delay or omission of the Trustee or of any Holder of Securities or
Coupons to exercise any right or power accruing upon any 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 Event of Default or an
acquiescence therein; and, subject to Section 506, every power and remedy given
by this Indenture or by law to the Trustee or to the Holders of Securities or
Coupons may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Holders of Securities or Coupons.

     Section 5.9.  Control by Holders of Securities. The Holders of a majority
in aggregate principal amount of the Securities of each series affected (with
all such series voting as a single class) at the time Outstanding shall have the
right to direct the time, method, and place of conducting any proceeding for any
remedy

                                      36
<PAGE>

available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to the Securities of such series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and provided further that (subject to the
provisions of Section 6.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by nationally recognized
counsel in writing or by an opinion of counsel, shall reasonably determine that
the action or proceeding so directed may not lawfully be taken or if the Trustee
in good faith by its board of directors, the executive committee, or a trust
committee of directors or Responsible Officers of the Trustee shall determine
that the action or proceedings so directed would involve the Trustee in personal
liability or if the Trustee in good faith shall so determine that the actions or
forebearances specified in or pursuant to such direction would be unduly
prejudicial to the interests of Holders of the Securities of all series so
affected not joining in the giving of said direction, it being understood that
(subject to Section 6.01) the Trustee shall have no duty to ascertain whether or
not such actions or forebearances are unduly prejudicial to such Holders.

     Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action reasonably deemed proper by the Trustee and which
is not inconsistent with such direction or directions by Securityholders.

     Section 5.10.  Waiver of Past Defaults. Prior to the acceleration of the
maturity of any Securities as provided in Section 5.01, the Holders of a
majority in aggregate principal amount of the Securities of all series at the
time Outstanding with respect to which an Event of Default shall have occurred
and be continuing (voting as a single class) may on behalf of the Holders of all
such Securities waive any past default or Event of Default described in Section
5.01 and its consequences, except a default in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the
Holder of each Security affected. In the case of any such waiver, the Issuer,
the Trustee and the Holders of all such Securities shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other default or impair any right consequent
thereon.

     Upon any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured, and not to have occurred 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 5.11.  Trustee to Give Notice of Default, But May Withhold in
Certain Circumstances. The Trustee shall, within ninety (90) days after the

                                      37
<PAGE>

occurrence of a default with respect to the Securities of any series, give
notice of all defaults with respect to that series actually known to the Trustee
(i) if any Unregistered Securities of a series affected are then Outstanding, to
the Holders thereof, by mail to such Holders who have filed their names and
addresses with the Trustee within the two years preceding the notice at such
addresses as were so furnished to the Trustee and (ii) if any Registered
Securities of a series affected are then Outstanding, by mailing notice to the
Holders of then Outstanding Registered Securities of each series affected at
their addresses as they shall appear on the registry books, unless in each case
such defaults shall have been cured before the mailing or publication of such
notice (the term "defaults" for the purpose of this Section being hereby defined
to mean any event or condition which is, or with notice or lapse of time or both
would become, an Event of Default); provided that, except in the case of default
in the payment of the principal of or interest on any of the Securities of such
series, or in the payment of any sinking fund installment on such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
or trustees and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Securityholders
of such series.

     Section 5.12.  Right of Court to Require Filing of Undertaking to Pay
Costs. All parties to this Indenture agree, and each Holder of any Security or
Coupon by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clause (c) or (f) of Section 5.01 (if the
suit relates to Securities of more than one but less than all series), 10% in
aggregate principal amount of Securities then Outstanding and affected thereby,
or in the case of any suit relating to or arising under clause (c) or (f) (if
the suit under clause (c) or (f) relates to all the Securities then
Outstanding), (d) or (e) of Section 5.01, 10% in aggregate principal amount of
all Securities then Outstanding, or to any suit instituted by any Securityholder
for the enforcement of the payment of the principal of or interest on any
Security on or after the due date expressed in such Security or any date fixed
for redemption.

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<PAGE>

                                   ARTICLE 6

                            Concerning the Trustee

     Section 6.1.  Duties and Responsibilities of the Trustee; During Default;
Prior to Default. With respect to the Holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a particular series and after the curing or waiving
of all Events of Default which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to the
Securities of a series has occurred (which has not been cured or waived) the
Trustee shall exercise with respect to such series of Securities such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.

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

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

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

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

                                      39
<PAGE>

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

          (c)  the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction of
the Holders pursuant to Section 5.09 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture.

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

     The provisions of this Section 6.01 are in furtherance of and subject to
Section 315 of the Trust Indenture Act of 1939.

     Section 6.2.  Certain Rights of the Trustee.  In furtherance of and subject
to the Trust Indenture Act of 1939, and subject to Section 6.01:

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

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

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

                                      40
<PAGE>

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

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

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

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

          (h)  the permissive rights of the Trustee to do things enumerated in
this Indenture shall not be construed as a duty unless so specified herein; the
Trustee shall not be liable in connection with the performance of its duties
hereunder, except for its own negligence or willful misconduct;

          (i)  whenever in the administration of the trusts imposed upon it by
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering any action hereunder, such
matter may

                                      41
<PAGE>

be deemed to be conclusively proved and established by an Officer's Certificate,
and such Officer's Certificate shall be full warrant to the Trustee for any
action taken or suffered in good faith under the provisions of the Indenture in
reliance upon such Officer's Certificate, but in its discretion the Trustee may,
in lieu thereof, accept other evidence of such matter or may request such
additional evidence as it may deem reasonable;

       (j)  whether or not therein expressly so provided, every provision of
this Indenture or other documents relating to the issuance of Securities,
relating to the conduct or affecting the liability of or affording protection to
the Trustee, shall be subject to the provisions of this Article;

       (k)  the Trustee shall not be deemed to have notice or actual knowledge
of any Event of Default (other than an Event of Default described in Section
5.01(a) or (b)) unless and until it shall have actual knowledge thereof, or a
Responsible Officer shall have received written notice thereof at its principal
corporate trust office, including where required from Holders of not less than
25% in aggregate principal amount of the Securities of each affected series then
outstanding (treated as a single class).  Except as otherwise expressly provided
herein, the Trustee shall not be bound to ascertain or inquire as to the
performance or observance of any of the terms, conditions, covenants or
agreements herein or of any of the documents executed in connection with the
Securities, or as to the existence of a default hereunder.

     Section 6.3.  Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof.   The recitals contained herein
and in the Securities, except the Trustee's certificates of authentication,
shall be taken as the statements of the Issuer, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Securities or Coupons. The Trustee shall not be accountable for the use or
application by the Issuer of any of the Securities or of the proceeds thereof.

     Section 6.4.  Trustee and Agents May Hold Securities or Coupons;
Collections, etc.  The Trustee or any agent of the Issuer or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
or Coupons with the same rights it would have if it were not the Trustee or such
agent and may otherwise deal with the Issuer and receive, collect, hold and
retain collections from the Issuer with the same rights it would have if it were
not the Trustee or such agent.

     Section 6.5.  Moneys Held by Trustee.  Subject to the provisions of Section
1004 hereof, all moneys received by the Trustee shall, until used or

                                      42
<PAGE>

applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

     Section 6.6.  Compensation and Indemnification of Trustee and Its Prior
Claim.  The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust) and the Issuer covenants and agrees to pay or reimburse the
Trustee and each predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other Persons not regularly in its employ) except any such
expense, disbursement or advance as may be reasonably determined to arise from
its negligence or willful misconduct. The Issuer also covenants to indemnify the
Trustee and each predecessor Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or willful misconduct on
its part, arising out of or in connection with the acceptance or administration
of this Indenture or the trusts hereunder and its duties hereunder, reasonable
costs and expenses of defending itself against or investigating any claim of
liability in the premises. The obligations of the Issuer under this Section to
compensate and indemnify the Trustee and each predecessor Trustee and to pay or
reimburse the Trustee and each predecessor Trustee for reasonable expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture. Such
additional indebtedness shall be a senior claim to that of the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the benefit of the Holders of particular Securities or
Coupons, and the Securities are hereby subordinated to such senior claim.

     Section 6.7.  Right of Trustee to Rely on Officer's Certificate, etc.
Subject to Sections 6.01 and 6.02, whenever in the administration of the trusts
of this Indenture the Trustee shall deem it necessary or desirable that a matter
be proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, be deemed to be conclusively proved and
established by an Officer's Certificate delivered to the Trustee unless there
was negligence or willful misconduct on the part of the Trustee in relying on
such certificate, and such certificate, shall be full warrant to the Trustee for
any action taken, suffered or omitted by it under the provisions of this
Indenture upon the good faith thereof

                                      43
<PAGE>

unless there was negligence or willful misconduct on the part of the Trustee in
relying on such certificate.

     Section 6.8.  Conflicting Interests of Trustee.  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, the Trust
Indenture Act and this Indenture.   Notwithstanding anything in this Indenture
to the contrary, the Issuer and the Trustee acknowledge that the Trustee is
acting as trustee both under this Indenture and under an indenture dated the
date hereof in connection with certain of the Company's senior debt securities
and upon a default or an Event of Default under either or both indentures, a
conflict of interest may arise which would require the Trustee to resign as
Trustee from either or both indentures.

     Section 6.9.  Persons Eligible for Appointment as Trustee.  The Trustee for
each series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any State or the District of Columbia having (or in the case of a corporation
included in a bank holding company system, the related bank holding company
shall have) a combined capital and surplus of at least $50,000,000, and which is
authorized under such laws to exercise corporate trust powers and is subject to
supervision or examination by Federal, State or District of Columbia authority.
Such corporation shall have an established place of business or agency in the
Borough of Manhattan, The City of New York if there be such a corporation in
such location willing to act upon reasonable and customary terms and conditions.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 6.10.

     The provisions of this Section 6.09 are in furtherance of and subject to
Section 310(a) of the Trust Indenture Act of 1939.

     Section 6.10. Resignation and Removal; Appointment of Successor Trustee.
(a) The Trustee, or any trustee or trustees hereafter appointed, may at any time
resign with respect to one or more or all series of Securities by giving written
notice of resignation to the Issuer and by mailing notice of such resignation to
the Holders of then Outstanding Registered Securities of each series affected at
their addresses as they shall appear on the registry books.  Upon receiving such
notice of resignation, the Issuer shall promptly appoint a successor trustee or
trustees

                                      44
<PAGE>

with respect to the applicable series by written instrument in duplicate,
executed by authority of the Board of Directors, one copy of which instrument
shall be delivered to the resigning Trustee and one copy to the successor
trustee or trustees. If no successor trustee shall have been so appointed with
respect to any series and have accepted appointment within 30 days after the
mailing of such notice of resignation, the resigning trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee, or
any Securityholder who has been a bona fide Holder of a Security or Securities
of the applicable series for at least six months may, subject to the provisions
of Section 5.12, on behalf of himself and all others similarly situated,
petition any such court for the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

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

               (i)   the Trustee shall fail to comply with the provisions of
       Section 310(b) of the Trust Indenture Act of 1939 with respect to any
       series of Securities after written request therefor by the Issuer or by
       any Securityholder who has been a bona fide Holder of a Security or
       Securities of such series for at least six months; or

               (ii)  the Trustee shall cease to be eligible in accordance with
       the provisions of Section 6.09 and Section 310(a) of the Trust Indenture
       Act of 1939 and shall fail to resign after written request therefor by
       the Issuer or by any Securityholder; or

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

then, in any such case, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Board of Directors
of the Issuer, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has
been a bona fide Holder of a Security or Securities of such series for at least
six months may on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee with respect to such series. Such court may
thereupon, after such notice, if
                                      45
<PAGE>

any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.

       (c)  The Holders of a majority in aggregate principal amount of the
Securities of each series at the time outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 7.01 of the action in that regard taken by the
Securityholders.

       (d)  Any resignation or removal of the Trustee with respect to any series
and any appointment of a successor trustee with respect to such series pursuant
to any of the provisions of this Section 6.10 shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 6.11.

     Section 6.11.  Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 10.04,
pay over to the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon reasonable request
of any such successor trustee, the Issuer shall execute any and all reasonable
instruments in writing for more fully and certainly vesting in and confirming to
such successor trustee all such rights and powers. Any trustee ceasing to act
shall, nevertheless, retain a prior claim upon all property or funds held or
collected by such trustee to secure any amounts then due it pursuant to the
provisions of Section 6.06.

     If a successor trustee is appointed with respect to the Securities of one
or more (but not all) series, the Issuer, the predecessor trustee and each
successor trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor trustee with respect to the
Securities of any series as to which the predecessor trustee is not retiring
shall continue to be vested in the

                                      46
<PAGE>

predecessor trustee, and shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts under separate indentures.

     No successor trustee with respect to any series of Securities shall accept
appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under Section 310(b) of the
Trust Indenture Act of 1939 and eligible under the provisions of Section 6.09.

     Upon acceptance of appointment by any successor trustee as provided in this
Section 6.11, the successor trustee shall give notice thereof (i) if any
Unregistered Securities of a series affected are then Outstanding, to the
Holders thereof, by mail to such Holders who have filed their names and
addresses with the Trustee within the two years preceding the notice at such
addresses as were so furnished to the Trustee and (ii) if any Registered
Securities of a series affected are then Outstanding, by mailing notice to the
Holders of then Outstanding Registered Securities of each series affected at
their addresses as they shall appear on the registry books.  If the acceptance
of appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the notice
called for by Section 6.10.

     Section 6.12.  Merger, Conversion, Consolidation or Succession to Business
of Trustee.  Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding by sale or otherwise to all or substantially all of
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided that such corporation shall be qualified under
Section 310(b) of the Trust Indenture Act of 1939 and eligible under the
provisions of Section 6.09, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any series shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such cases such
certificate shall have the full force

                                      47
<PAGE>

which it is anywhere in the Securities of such series or in this Indenture
provided that the certificate of the Trustee shall have; provided, that the
right to adopt the certificate of authentication of any predecessor Trustee or
to authenticate Securities of any series in the name of any predecessor Trustee
shall apply only to its successor or successors by merger, conversion or
consolidation.

     Section 6.13.  Preferential Collection of Claims.  If and when the Trustee
shall be or become a creditor of the Issuer (or any other obligor upon the
Securities of any series), the Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of the claims against the Issuer
(or any such other obligor).

     Section 6.14.  Appointment of Authenticating Agent.  As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint with the approval of the Issuer an authenticating agent (the
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.09.
Securities of each such series authenticated by such Authenticating Agent shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of any series
by the Trustee or to the Trustee's Certificate of Authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent for such series and a Certificate of Authentication
executed on behalf of the Trustee by such Authenticating Agent. Such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $5,000,000 (determined as provided in Section
609 with respect to the Trustee) and subject to supervision or examination by
Federal or State authority.

     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, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding by sale or otherwise to the
corporate agency business of any Authenticating Agent, shall continue to be the
Authenticating Agent with respect to all series of Securities for which it
served as Authenticating Agent without the execution or filing of any paper or
any further act on the part of the Trustee or such Authenticating Agent. Any
Authenticating Agent may at any time, and if it shall cease to be eligible
shall, resign by giving written notice of resignation to the Trustee and to the
Issuer.

                                      48
<PAGE>

     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 in
accordance with the provisions of this Section 6.14 with respect to one or more
series of Securities, the Trustee shall upon receipt of an Issuer Order appoint
a successor Authenticating Agent and the Issuer shall provide notice of such
appointment to all Holders of Securities of such series in the manner and to the
extent provided in Section 11.04. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent. The Issuer agrees to pay
to the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series shall
have no responsibility or liability for any action taken by it as such at the
direction of the Trustee.

     The rights and protections from liability provided in this Article shall be
applicable to any Authenticating Agent.



                                   ARTICLE 7

                        Concerning the Securityholders

     Section 7.1.  Evidence of Action Taken by Securityholders.  Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Securityholders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Sections 601 and 602) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article.

     Section 7.2.  Proof of Execution of Instruments and of Holding of
Securities. Subject to Sections 6.01 and 6.02, the execution of any instrument
by a Securityholder or his agent or proxy may be proved in the following manner:

       (a)  The fact and date of the execution by any Holder of any instrument
may be proved by the certificate of any notary public or other officer of any

                                      49
<PAGE>

jurisdiction authorized to take acknowledgments of deeds or administer oaths
that the person executing such instruments acknowledged to him the execution
thereof, or by an affidavit of a witness to such execution sworn to before any
such notary or other such officer. Where such execution is by or on behalf of
any legal entity other than an individual, such certificate or affidavit shall
also constitute sufficient proof of the authority of the person executing the
same. The fact of the holding by any Holder of an Unregistered Security of any
series, and the identifying number of such Security and the date of his holding
the same, may be proved by the production of such Security or by a certificate
executed by any trust company, bank, banker or recognized securities dealer
wherever situated satisfactory to the Trustee, if such certificate shall be
deemed by the Trustee to be satisfactory. Each such certificate shall be dated
and shall state that on the date thereof a Security of such series bearing a
specified identifying number was deposited with or exhibited to such trust
company, bank, banker or recognized securities dealer by the Person named in
such certificate. Any such certificate may be issued in respect of one or more
Unregistered Securities of one or more series specified therein. The holding by
the Person named in any such certificate of any Unregistered Securities of any
series specified therein shall be presumed to continue for a period of one year
from the date of such certificate unless at the time of any determination of
such holding (i) another certificate bearing a later date issued in respect of
the same Securities shall be produced, or (ii the Security of such series
specified in such certificate shall be produced by some other Person, or (ii the
Security of such series specified in such certificate shall have ceased to be
Outstanding. Subject to Sections 6.01 and 6.02, the fact and date of the
execution of any such instrument and the amount and numbers of Securities of any
series held by the Person so executing such instrument and the amount and
numbers of any Security or Securities for such series may also be proven in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee for such series or in any other manner which the Trustee for such
series may deem sufficient.

       (b)  In the case of Registered Securities, the ownership of such
Securities shall be proved by the Security register or by a certificate of the
Security registrar.

     The Issuer may set a record date for purposes of determining the identity
of Holders of Registered Securities of any series entitled to vote or consent to
any action referred to in Section 7.01, which record date may be set at any time
or from time to time by notice to the Trustee, for any date or dates (in the
case of any adjournment or reconsideration) not more than 60 days nor less than
five days prior to the proposed date of such vote or consent, and thereafter,
notwithstanding any other provisions hereof, with respect to Registered
Securities of any series, only Holders of Registered Securities of such series
of record on such record date shall be entitled to so vote or give such consent
or revoke such vote or consent.

                                      50
<PAGE>

     Section 7.3.  Holders to Be Treated as Owners.  The Issuer, the Trustee and
any agent of the Issuer or the Trustee may deem and treat the Person in whose
name any Security shall be registered upon the Security register for such series
as the absolute owner of such Security (whether or not such Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of and,
subject to the provisions of this Indenture, interest on such Security and for
all other purposes; and neither the Issuer nor the Trustee nor any agent of the
Issuer or the Trustee shall be affected by any notice to the contrary. The
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Holder of any Unregistered Security and the Holder of any Coupon as the absolute
owner of such Unregistered Security or Coupon (whether or not such Unregistered
Security or Coupon shall be overdue) for the purpose of receiving payment
thereof or on account thereof and for all other purposes and neither the Issuer,
the Trustee, nor any agent of the Issuer or the Trustee shall be affected by any
notice to the contrary. All such payments so made to any such Person, 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 moneys payable upon any
such Unregistered Security or Coupon.

     Section 7.4.  Securities Owned by Issuer Deemed Not Outstanding.  In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any Person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer or any other
obligor on the Securities with respect to which such determination is being made
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver
only Securities which the Trustee knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Issuer or any other obligor upon the Securities or any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer or any other obligor on the Securities. In case
of a dispute as to such right, the advice of nationally recognized counsel shall
be full protection in respect of any decision made by the Trustee in accordance
with such advice. Upon request of the Trustee, the Issuer shall furnish to the
Trustee promptly an Officer's Certificate listing and identifying all
Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above-described

                                      51
<PAGE>

Persons; and, subject to Sections 6.01 and 6.02, the Trustee shall be entitled
to accept such Officer's Certificate as conclusive evidence of the facts therein
set forth and of the fact that all Securities not listed therein are Outstanding
for the purpose of any such determination.

     Section 7.5.  Right of Revocation of Action Taken.  At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 7.01, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor or on registration of transfer thereof, irrespective of
whether or not any notation in regard thereto is made upon any such Security.
Any action taken by the Holders of the percentage in aggregate principal amount
of the Securities of any or all series, as the case may be, specified in this
Indenture in connection with such action shall be conclusively binding upon the
Issuer, the Trustee and the Holders of all the Securities affected by such
action.



                                   ARTICLE 8

                            Supplemental Indentures

     Section 8.1.  Supplemental Indentures Without Consent of Securityholders.
The Issuer, when authorized by a resolution of its Board of Directors (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Issuer Order), 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 convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Securities of one or more series any property or assets;

                                      52
<PAGE>

       (b)  to evidence the succession of another corporation to the Issuer, or
successive successions, and the assumption by the successor corporation of the
covenants, agreements and obligations of the Issuer pursuant to Article 9;

       (c)  to add to the covenants of the Issuer such further covenants,
restrictions, conditions or provisions as the Issuer and the Trustee shall
consider to be for the protection of the Holders of Securities or Coupons, and
to make the occurrence, or the occurrence and continuance, of a default in any
such additional covenants, restrictions, conditions or provisions a default or
an Event of Default permitting the enforcement of all or any of the several
remedies provided in this Indenture as herein set forth; provided, that in
respect of any such additional covenant, restriction, condition or provision
such supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such an Event
of Default or may limit the remedies available to the Trustee upon such an Event
of Default or may limit the right of the Holders of a majority in aggregate
principal amount of the Securities of such series to waive such an Event of
Default;

       (d)  to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make any other provisions as the Issuer may deem necessary or
desirable, provided that no such action shall materially adversely affect the
interests of the Holders of the Securities or Coupons;

       (e)  to establish the forms or terms of Securities of any series or of
the Coupons appertaining to such Securities as permitted by Sections 2.01 and
2.03;

       (f)  to provide for the issuance under this Indenture of Securities of a
series in coupon form (including Securities registrable as to principal only)
and to provide for exchangeability of such Securities with the Securities issued
hereunder in fully registered form and to make all appropriate changes for such
purpose;

       (g)  to modify, eliminate or add to the provisions of this Indenture to
such extent as shall be necessary to effect the qualifications of this Indenture
under the Trust Indenture Act, or under any similar federal statute hereafter
enacted; and

       (h)  to evidence and provide for the acceptance of appointment hereunder
by a successor trustee with respect to the Securities of one or more series and
to add to or change any of the provisions of this Indenture as shall be
necessary to

                                      53
<PAGE>

provide for or facilitate the administration of the trusts hereunder by more
than one trustee, pursuant to the requirements of Section 6.11.

     The Trustee is hereby authorized to join with the Issuer in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section may
be executed without the consent of the Holders of any of the Securities at the
time outstanding, notwithstanding any of the provisions of Section 8.02.

     Section 8.2.  Supplemental Indentures with Consent of Securityholders. With
the consent (evidenced as provided in Article 7) of the Holders of not less than
a majority in aggregate principal amount of the Securities at the time
Outstanding of all series affected by such supplemental indenture (voting as one
class), the Issuer, when authorized by a resolution of its Board of Directors
(which resolution may provide general terms or parameters for such action and
may provide that the specific terms of such action may be determined in
accordance with or pursuant to an Issuer Order), 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 of any supplemental
indenture or of modifying in any manner the rights of the Holders of the
Securities of each such series or of the Coupons appertaining to such
Securities; provided, that no such supplemental indenture shall (a)(i) extend
the final maturity of any Security, (ii reduce the principal amount thereof, (ii
reduce the rate or extend the time of payment of interest thereon, (iv reduce
any amount payable on redemption thereof, (v) make the principal thereof
(including any amount in respect of original issue discount), or interest
thereon payable in any coin or currency other than that provided in the
Securities and Coupons or in accordance with the terms thereof, (vi modify or
amend any provisions for converting any currency into any other currency as
provided in the Securities or Coupons or in accordance with the terms thereof,
(vi reduce the amount of the principal of an Original Issue Discount Security
that would be due and payable upon an acceleration of the maturity thereof
pursuant to Section 5.01 or the amount thereof provable in bankruptcy pursuant
to Section 5.02, (vi impair the conversion or exchange rights of the Securities
or Coupons for securities of the Issuer or of other entities or other property
(or the cash value thereof), including the determination of the amount of
securities or other property (or cash) into which the Securities shall be

                                      54
<PAGE>

converted or exchanged, other than as provided in the antidilution provisions or
other similar adjustment provisions of the Securities or Coupons or otherwise in
accordance with the terms thereof, (ix alter the provisions of Section 11.11 or
11.12 or impair or affect the right of any Securityholder to institute suit for
the payment thereof or, if the Securities provide therefor, any right of
repayment at the option of the Securityholder, in each case without the consent
of the Holder of each Security so affected, or (b) reduce the aforesaid
percentage of Securities of any series, the consent of the Holders of which is
required for any such supplemental indenture, without the consent of the Holders
of each Security so affected.

     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of Holders of Securities of such series, or of Coupons appertaining to
such Securities, with respect to such covenant or provision, shall be deemed not
to affect the rights under this Indenture of the Holders of Securities of any
other series or of the Coupons appertaining to such Securities.

     Upon the request of the Issuer, accompanied by a copy of a resolution of
the Board of Directors (which resolution may provide general terms or parameters
for such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Issuer Order) certified by the
secretary or an assistant secretary of the Issuer authorizing the execution of
any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of the Holders of the Securities as aforesaid and other
documents, if any, required by Section 7.01, the Trustee shall join with the
Issuer in the execution of such supplemental indenture unless such supplemental
indenture affects the Trustee's own rights, duties 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 Securityholders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such consent shall approve the substance thereof.

     Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall give notice thereof (i) if any Unregistered Securities of a series
affected are then Outstanding, to the Holders thereof by mail to such Holders
who have filed their names and addresses with the Trustee within the two years
preceding the notice at such addresses as were so furnished to the Trustee and
(ii) if any Registered Securities of a series affected are then Outstanding, by
mailing notice

                                      55
<PAGE>

thereof by first class mail to the Holders of then Outstanding Registered
Securities of each series affected at their addresses as they shall appear on
the registry books, and in each case such notice shall set forth in general
terms the substance of such supplemental indenture. Any failure of the Issuer to
give such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture.

     Section 8.3. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series affected thereby 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 8.4. Documents to Be Given to Trustee. The Trustee shall be
entitled to receive (and subject to the provisions of Sections 6.01 and 6.02)
shall be fully protected in relying upon an Officer's Certificate and an Opinion
of Counsel as conclusive evidence that any supplemental indenture executed
pursuant to this Article 8 is permitted by and complies with the applicable
provisions of this Indenture.

     Section 8.5. Notation on Securities in Respect of Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear a
notation in form approved by the Trustee for such series as to any matter
provided for by such supplemental indenture or as to any action taken by
Securityholders. If the Issuer or the Trustee shall so determine, new Securities
of any series so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Issuer, authenticated by the
Trustee and delivered in exchange for the Securities of such series then
Outstanding.

     Section 8.6. Subordination Unimpaired. This Indenture may not be amended to
alter the subordination of any of the Outstanding Securities without the written
consent of each holder of Senior Indebtedness then outstanding that would be
adversely affected thereby.

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<PAGE>

                                   ARTICLE 9

                   Consolidation, Merger, Sale or Conveyance

     Section 9.1. Issuer May Consolidate, Etc. on Certain Terms. Subject to the
provisions of Section 9.02, nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of the Issuer with or into
any other Person or Persons (whether or not affiliated with the Issuer), or
successive consolidations or mergers in which the Issuer or its successor or
successors shall be a party or parties, or shall prevent any sale, conveyance or
lease (or successive sales, conveyances or leases) of all or substantially all
of the property of the Issuer, to any other Person (whether or not affiliated
with the Issuer), authorized to acquire and operate the same and that shall be
organized under the laws of the United States of America, any state thereof or
the District of Columbia; provided, however, that upon any such consolidation,
merger, sale, conveyance or lease, the due and punctual payment of the principal
of and premium, if any, and interest on all of the Securities, according to
their tenor and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Issuer, shall
be expressly assumed, by supplemental indenture satisfactory in form to the
Trustee, executed and delivered to the Trustee by the Person (if other than the
Issuer) formed by such consolidation, or into which the Issuer shall have been
merged, or by the Person that shall have acquired or leased such property, and
such supplemental indenture shall provide for conversion rights (if applicable).

     Section 9.2. Successor Corporation to be Substituted. In case of any such
consolidation, merger, sale, conveyance or lease and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the principal of and premium, if any, and interest on all of the Securities
and the due and punctual performance of all of the covenants and conditions of
this Indenture to be performed by the Issuer, such successor Person shall
succeed to and be substituted for the Issuer, with the same effect as if it had
been named herein as the party of this first part. Such successor Person
thereupon may cause to be signed, and may issue either in its own name or in the
name of NVIDIA Corporation any or all of the Securities, issuable hereunder that
theretofore shall not have been signed by the Issuer and delivered to the
Trustee; and, upon the order of such successor Person instead of the Issuer and
subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver, or cause to be
authenticated and delivered, any Securities that previously shall have been
signed and delivered by the officers of the Issuer to the Trustee for
authentication, and any Securities that such successor

                                      57
<PAGE>

Person thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All the Securities so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Securities had been issued at the date of the execution hereof. In the
event of any such consolidation, merger, sale, conveyance or lease, the Person
named as the "Issuer" in the first paragraph of this Indenture or any successor
that shall thereafter have become such in the manner prescribed in this Article
9 may be dissolved, wound up and liquidated at any time thereafter and such
Person shall be released from its liabilities as obligor and maker of the
Securities and from its obligations under this Indenture.

     In case of any such consolidation, merger, sale, conveyance or lease, such
changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

     Section 9.3. Opinion of Counsel to be Given Trustee. The Trustee shall
receive an Officer's Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance or lease and any
such assumption is permitted by and complies with the provisions of this Article
9.

                                  ARTICLE 10

           Satisfaction and Discharge of Indenture; Unclaimed Moneys

     Section 10.1. Satisfaction and Discharge of Indenture. Unless otherwise set
forth in the supplemental indenture, when (a) the Issuer shall deliver to the
Trustee for cancellation all Securities of a series theretofore authenticated
and all unmatured Coupons appertaining thereto (other than any Securities of
such series and Coupons appertaining thereto that have been destroyed, lost or
stolen and in lieu of or in substitution for which other Securities and Coupons
shall have been authenticated and delivered) and not theretofore canceled, or
(b) all Securities of a series and all Coupons appertaining thereto 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
Issuer shall deposit with the Trustee, in trust, funds sufficient to pay at
maturity or upon redemption of all of the Securities of such series and Coupons
appertaining thereto (other than any Securities of such series and Coupons
appertaining thereto that shall have been mutilated, destroyed, lost or stolen
and in lieu of or in substitution for which other Securities and Coupons shall
have been authenticated and delivered) not theretofore canceled or delivered to
the Trustee for cancellation, including principal and premium, if any,

                                      58
<PAGE>

and interest due or to become due to such date of maturity or redemption 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 if the Issuer shall also
pay or cause to be paid all other sums payable thereunder by the Issuer, then
this Indenture shall cease to be of further effect (except as to (i) remaining
rights of registration of transfer, substitution and exchange and conversion of
Securities of such series and of Coupons appertaining thereto, (ii) rights
thereunder of such holders of Securities of such series and of Coupons
appertaining thereto to receive payments of principal of and premium, if any,
and interest on, such Securities and Coupons and the other rights, duties and
obligations of holders of such Securities and Coupons, as beneficiaries hereof
with respect to the amounts, if any, so deposited with the Trustee and (iii) the
rights, obligations and immunities of the Trustee hereunder), and the Trustee,
on written demand of the Issuer accompanied by an Officer's Certificate and an
Opinion of Counsel as required by Section 11.05 and at the cost and expense of
the Issuer, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture; the Issuer, however, hereby agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred by
the Trustee and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the Trustee in connection with this Indenture or the
Securities of such series or Coupons appertaining thereto.

     Section 10.2. Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.04, all moneys deposited with the Trustee (or
other trustee) pursuant to Section 10.01 shall be held in trust and applied by
it to the payment, either directly or through any paying agent (including the
Issuer acting as its own paying agent), to the Holders of the particular
Securities of such series and of Coupons appertaining thereto for the payment or
redemption of which such moneys have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest; but such money
need not be segregated from other funds except to the extent required by law.

     Section 10.3. Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to Securities of
any series, all moneys then held by any paying agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuer, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such moneys.

     Section 10.4. Return of Moneys Held by Trustee and Paying Agent Unclaimed
for Two Years. Any moneys deposited with or paid to the Trustee or

                                      59
<PAGE>

any paying agent for the payment of the principal of or interest on any Security
of any series or Coupons attached thereto and not applied but remaining
unclaimed for two years after the date upon which such principal or interest
shall have become due and payable, shall, upon the written request of the Issuer
and unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property law, be repaid to the Issuer by the Trustee for
such series or such paying agent free from the trusts created by this Indenture,
and the Holder of the Securities of such series and of any Coupons appertaining
thereto shall, unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property laws, thereafter look only to the
Issuer for any payment which such Holder may be entitled to collect, and all
liability of the Trustee or any paying agent with respect to such moneys shall
thereupon cease; provided, however, that the Trustee or such paying agent,
before being required to make any such repayment with respect to moneys
deposited with it for any payment in respect of Registered Securities of any
series, may at the expense of the Issuer, mail by first-class mail to Holders of
such Securities at their addresses as they shall appear on the Security
register, notice, that such moneys remain and that, after a date specified
therein, which shall not be less than thirty days from the date of such mailing
or publication, any unclaimed balance of such money then remaining will be
repaid to the Issuer. The Trustee shall not be liable for any interest on funds
held by it. The Issuer shall not be liable for any interest on the sums paid to
it pursuant to this Section and shall not be regarded as a trustee of such
money.

     Section 10.5. Indemnity for U.S. Government Obligations. The Issuer shall
pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section
10.01 or the principal or interest received in respect of such obligations.



                                  ARTICLE 11

                           Miscellaneous Provisions

     Section 11.1. Incorporators, Stockholders, Officers and Directors of Issuer
Exempt from Individual Liability. No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, or in any Security, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, as such or against any past, present or future stockholder,
officer, employee or director, as such, of the Issuer or of any successor,
either directly or through the Issuer or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable

                                      60
<PAGE>

proceeding or otherwise, all such liability being expressly waived and released
by the acceptance of the Securities and the Coupons appertaining thereto by the
Holders thereof and as part of the consideration for the issue of the Securities
and the Coupons appertaining thereto.

     Section 11.2. Provisions of Indenture for the Sole Benefit of Parties and
Holders of Securities and Coupons. Nothing in this Indenture, in the Securities
or in the Coupons appertaining thereto, expressed or implied, shall give or be
construed to give to any person, firm or corporation, other than the parties
hereto and their successors and the holders of Senior Indebtedness and the
Holders of the Securities or Coupons, if any, any legal or equitable right,
remedy or claim under this Indenture or under any covenant or provision herein
contained, all such covenants and provisions being for the sole benefit of the
parties hereto and their successors, the holders of the Senior Indebtedness and
the Holders of the Securities or Coupons, if any.

     Section 11.3. Successors and Assigns of Issuer Bound by Indenture. All the
covenants, stipulations, promises and agreements in this Indenture contained by
or in behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

     Section 11.4. Notices and Demands on Issuer, Trustee and Holders of
Securities and Coupons. 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 Securities or Coupons to or on the Issuer may be given or served
by being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Issuer is
filed by the Issuer with the Trustee) to NVIDIA Corporation, 3535 Monroe Street,
Santa Clara, California 95051, Attention: .. Any notice, direction, request or
demand by the Issuer or any Holder of Securities or Coupons to or upon the
Trustee shall be deemed to have been sufficiently given or served by being
deposited postage prepaid, first-class mail (except as otherwise specifically
provided herein) addressed (until another address of the Trustee is filed by the
Trustee with the Issuer) to Chase Manhattan Bank and Trust Company, National
Association, 101 California Street, Suite 2725, San Francisco, California 94111,
Attention: James Nagy.

     Where this Indenture provides for notice to Holders of Registered
Securities, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, or
sent by overnight delivery service or by telecopy (with written confirmation
thereof by mail or overnight delivery service) to each Holder entitled thereto,
at his last address as it appears in the Security register. In any case where
notice to such

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Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

     In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Issuer when such notice
is required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be reasonably satisfactory to the Trustee
shall be deemed to be a sufficient giving of such notice.

     Section 11.5. Officer's Certificates and Opinions of Counsel; Statements to
Be Contained Therein. Upon any application or demand by the Issuer to the
Trustee to take any action under any of the provisions of this Indenture, the
Issuer shall furnish to the Trustee an Officer's Certificate stating that all
conditions precedent 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,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

     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 (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an opinion
as to whether or not such covenant or condition has been complied with and (d) a
statement as to whether or not, in the opinion of such person, such condition or
covenant has been complied with.

     Any certificate, statement or opinion of an officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of
or representations by counsel, unless such officer knows that the certificate or
opinion or representations with respect to the matters upon which his
certificate,

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<PAGE>

statement or opinion may be based as aforesaid are erroneous, or in the exercise
of reasonable care should know that the same are erroneous. Any certificate,
statement or opinion of counsel may be based, insofar as it relates to factual
matters, information with respect to which is in the possession of the Issuer,
upon the certificate, statement or opinion of or representations by an officer
or officers of the Issuer, unless such counsel knows that the certificate,
statement or opinion or representations with respect to the matters upon which
his certificate, statement or opinion may be based as aforesaid are erroneous,
or in the exercise of reasonable care should know that the same are erroneous.

     Any certificate, statement or opinion of an officer of the Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

     Any certificate or opinion of any independent firm of public accountants
filed with and directed to the Trustee shall contain a statement that such firm
is independent.

     Section 11.6. Payments Due on Saturdays, Sundays and Holidays. If the date
of maturity of interest on or principal of the Securities of any series or any
Coupons appertaining thereto or the date fixed for redemption or repayment of
any such Security or Coupon shall not be a Business Day, then payment of
interest or principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the
period after such date.

     Section 11.7. Conflict of Any Provision of Indenture with Trust Indenture
Act of 1939. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by, or with another provision (an
"incorporated provision") included in this Indenture by operation of, Sections
310 to 318, inclusive, of the Trust Indenture Act of 1939, such imposed duties
or incorporated provision shall control.

     Section 11.8. New York Law to Govern. This Indenture and each Security and
Coupon shall be deemed to be a contract under the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws

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of such State, except as may otherwise be required by mandatory provisions of
law.

     Section 11.9.  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 11.10. Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

     Section 11.11. Securities in a Foreign Currency. Unless otherwise specified
in an Officer's Certificate delivered pursuant to Section 2.03 of this Indenture
with respect to a particular series of Securities, whenever for purposes of this
Indenture any action may be taken by the Holders of a specified percentage in
aggregate principal amount of Securities of all series or all series affected by
a particular action at the time Outstanding and, at such time, there are
Outstanding Securities of any series which are denominated in a coin or currency
other than Dollars, then the principal amount of Securities of such series which
shall be deemed to be Outstanding for the purpose of taking such action shall be
that amount of Dollars that could be obtained for such amount at the Market
Exchange Rate. For purposes of this Section 11.11, Market Exchange Rate shall
mean the noon Dollar buying rate in New York City for cable transfers of that
currency published by the Federal Reserve Bank of New York. If such Market
Exchange Rate is not available for any reason with respect to such currency, the
Trustee shall use, in its sole discretion and without liability on its part,
such quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more major banks in The City of New
York or in the country of issue of the currency in question, or such other
quotations as the Trustee shall deem appropriate. The provisions of this
paragraph shall apply in determining the equivalent principal amount in respect
of Securities of a series denominated in a currency other than Dollars in
connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture.

     All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Issuer and all Holders.

     Section 11.12. Judgment Currency. The Issuer agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in

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<PAGE>

respect of the principal of or interest on the Securities of any series (the
"Required Currency") into a currency in which a judgment will be rendered (the
"Judgment Currency"), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the day on which
final unappealable judgment is entered, unless such day is not a New York
Banking Day, then, to the extent permitted by applicable law, the rate of
exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the New York Banking Day preceding the
day on which a final unappealable judgment is entered, and (b) its obligations
under this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)), in any currency
other than the Required Currency, except to the extent that such tender or
recovery shall result in the actual receipt, by the payee, of the full amount of
the Required Currency expressed to be payable in respect of such payments, (ii
shall be enforceable as an alternative or additional cause of action for the
purpose of recovering in the Required Currency the amount, if any, by which such
actual receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (ii shall not be affected by judgment being obtained
for any other sum due under this Indenture. For purposes of the foregoing, "New
York Banking Day" means any day except a Saturday, Sunday or a legal holiday in
The City of New York or a day on which banking institutions in The City of New
York are authorized or required by law or executive order to close.


                                  ARTICLE 12

                  Redemption of Securities and Sinking Funds

     Section 12.1. Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 2.03 for
Securities of such series.

     Section 12.2. Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Registered Securities of any series to be redeemed
as a whole or in part at the option of the Issuer shall be given by mailing
notice of such redemption by first class mail, postage prepaid, or sent by
overnight delivery service or by telecopy (with written confirmation thereof by
mail or overnight

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<PAGE>

delivery service), to such Holders of Securities of such series at their last
addresses as they shall appear upon the registry books at least 30 days and not
more than 60 days prior to the date fixed for redemption, or within such other
redemption notice period as has been designated for any Securities of such
series pursuant to Section 2.03 or 2.04 (the "Redemption Notice Period"). Notice
of redemption to the Holders of Unregistered Securities to be redeemed as a
whole or in part, who have filed their names and addresses with the Trustee
within two years preceding such notice of redemption, shall be given by mailing
notice of such redemption, by first class mail, postage prepaid, or sent by
overnight delivery service or by telecopy (with written confirmation thereof by
mail or overnight delivery service), at least 30 and not more than 60 days prior
to the date fixed for redemption or within any applicable Redemption Notice
Period to such Holders at such addresses as were so furnished to the Trustee
(and, in the case of any such notice given by the Issuer, the Trustee shall make
such information available to the Issuer for such purpose). Any notice which is
mailed in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not the Holder receives the notice. Failure to give
notice by mail, or any defect in the notice to the Holder of any Security of a
series designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security of such
series.

     The notice of redemption to each such Holder shall specify the principal
amount of each Security of such series held by such Holder to be redeemed, the
date fixed for redemption, the redemption price (or if not then ascertainable,
the manner of calculation thereof), the place or places of payment, that payment
will be made upon presentation and surrender of such Securities and, in the case
of Securities with Coupons attached thereto, of all Coupons appertaining thereto
maturing after the date fixed for redemption, that such redemption is pursuant
to the mandatory or optional sinking fund, or both, if such be the case, that
interest accrued to the date fixed for redemption will be paid as specified in
such notice and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue. In case any Security of a series 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 date fixed for redemption, upon surrender of such Security, a new Security
or Securities of such series in principal amount equal to the unredeemed portion
thereof will be issued.

     The notice of redemption of Securities of any series to be redeemed at the
option of the Issuer shall be given by the Issuer or, at the Issuer's request,
by the Trustee in the name and at the expense of the Issuer.

     On or before the redemption date specified in the notice of redemption
given as provided in this Section, the Issuer will deposit with the Trustee or
with

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one or more paying agents (or, if the Issuer is acting as its own paying agent,
set aside, segregate and hold in trust as provided in Section 304) an amount of
money or other property sufficient to redeem on the redemption date all the
Securities of such series so called for redemption at the appropriate redemption
price, together with accrued interest to the date fixed for redemption. The
Issuer will deliver to the Trustee at least 45 days prior to the date fixed for
redemption (or such shorter period of time as may be acceptable to the Trustee)
an Officer's Certificate stating the aggregate principal amount of Securities to
be redeemed. In case of a redemption at the election of the Issuer prior to the
expiration of any restriction on such redemption, the Issuer shall deliver to
the Trustee, prior to the giving of any notice of redemption to Holders pursuant
to this Section, an Officer's Certificate stating that such restriction has been
complied with.

     If less than all the Securities of a series are to be redeemed, the Trustee
shall select, in such manner as it shall deem appropriate and fair, Securities
of such Series to be redeemed in whole or in part. Securities may be redeemed in
part in multiples equal to the minimum authorized denomination for Securities of
such series or any multiple thereof. The Trustee shall promptly notify the
Issuer in writing of the Securities of such series selected for redemption and,
in the case of any Securities of such series selected for partial redemption,
the principal amount thereof to be redeemed. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption
of Securities of any series shall relate, in the case of any Security redeemed
or to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed.

     Section 12.3. Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Issuer shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue, and the unmatured Coupons, if any, appertaining thereto shall be void,
and, except as provided in Sections 6.05 and 10.04, such Securities shall cease
from and after the date fixed for redemption to be entitled to any benefit or
security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption. On presentation
and surrender of such Securities at a place of payment specified in said notice,
together with all Coupons, if any, appertaining thereto maturing after the date
fixed for redemption, said Securities or the specified portions thereof shall be
paid and redeemed by the Issuer at the

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<PAGE>

applicable redemption price, together with interest accrued thereon to the date
fixed for redemption; provided that payment of interest becoming due on or prior
to the date fixed for redemption shall be payable in the case of Securities with
Coupons attached thereto, to the Holders of the Coupons for such interest upon
surrender thereof, and in the case of Registered Securities, to the Holders of
such Registered Securities registered as such on the relevant record date
subject to the terms and provisions of Sections 2.03 and 2.07 hereof.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest or
Yield to Maturity (in the case of an Original Issue Discount Security) borne by
such Security.

     If any Security with Coupons attached thereto is surrendered for redemption
and is not accompanied by all appurtenant Coupons maturing after the date fixed
for redemption, the surrender of such missing Coupon or Coupons may be waived by
the Issuer and the Trustee, if there be furnished to each of them such security
or indemnity as they may require to save each of them harmless.

     Upon presentation of any Security redeemed in part only, the Issuer shall
execute and the Trustee shall authenticate and deliver to or on the order of the
Holder thereof, at the expense of the Issuer, a new Security or Securities of
such series, of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.

     Section 12.4. Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officer's Certificate delivered to the Trustee at least 15 days
prior to the last date on which notice of redemption may be given as being owned
of record and beneficially by, and not pledged or hypothecated by either (a) the
Issuer or (b) an entity specifically identified in such written statement as
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer.

     Section 12.5. Mandatory and Optional Sinking Funds. The minimum amount of
any sinking fund payment provided for by the terms of the Securities of any
series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount provided for by the terms of the
Securities of any series is herein referred to as an "optional sinking fund
payment". The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date".

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<PAGE>

     In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Issuer may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Issuer or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant
to Section 2.10, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, or (c) receive credit for
Securities of such series (not previously so credited) redeemed by the Issuer
through any optional redemption provision contained in the terms of such series.
Securities so delivered or credited shall be received or credited by the Trustee
at the sinking fund redemption price specified in such Securities.

     On or before the 60th day next preceding each sinking fund payment date or
the 30th day next preceding the last day of any applicable Redemption Notice
Period relating to a sinking fund payment date for any series, the Issuer will
deliver to the Trustee an Officer's Certificate (which need not contain the
statements required by Section 11.05) (a) specifying the portion of the
mandatory sinking fund payment to be satisfied by payment of cash and the
portion to be satisfied by credit of Securities of such series and the basis for
such credit, (b) stating that none of the Securities of such series has
theretofore been so credited, (c) stating that no defaults in the payment of
interest or Events of Default with respect to such series have occurred (which
have not been waived or cured) and are continuing and (d) stating whether or not
the Issuer intends to exercise its right to make an optional sinking fund
payment with respect to such series and, if so, specifying the amount of such
optional sinking fund payment which the Issuer intends to pay on or before the
next succeeding sinking fund payment date. Any Securities of such series to be
credited and required to be delivered to the Trustee in order for the Issuer to
be entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to Section
2.10 to the Trustee with such Officer's Certificate (or reasonably promptly
thereafter if acceptable to the Trustee). Such Officer's Certificate shall be
irrevocable and upon its receipt by the Trustee the Issuer shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment date.
Failure of the Issuer, on or before any such 60th day or 30th day, if
applicable, to deliver such Officer's Certificate and Securities specified in
this paragraph, if any, shall not constitute a default but shall constitute, on
and as of such date, the irrevocable election of the Issuer (i) that the
mandatory sinking fund payment for such series due on the next succeeding
sinking fund payment date shall be paid entirely in cash without the option to
deliver or credit Securities of

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<PAGE>

such series in respect thereof and (ii) that the Issuer will make no optional
sinking fund payment with respect to such series as provided in this Section.

     If the sinking fund payment or payments (mandatory or optional or both) to
be made in cash on the next succeeding sinking fund payment date plus any unused
balance of any preceding sinking fund payments made in cash shall exceed $50,000
(or the equivalent thereof in any Foreign Currency) or a lesser sum in Dollars
(or the equivalent thereof in any Foreign Currency) if the Issuer shall so
request with respect to the Securities of any particular series, such cash shall
be applied on the next succeeding sinking fund payment date to the redemption of
Securities of such series at the sinking fund redemption price together with
accrued interest to the date fixed for redemption. If such amount shall be
$50,000 (or the equivalent thereof in any Foreign Currency) or less and the
Issuer makes no such request then it shall be carried over until a sum in excess
of $50,000 (or the equivalent thereof in any Foreign Currency) is available. The
Trustee shall select, in the manner provided in Section 12.02, for redemption on
such sinking fund payment date a sufficient principal amount of Securities of
such series to absorb said cash, as nearly as may be, and shall (if requested in
writing by the Issuer) inform the Issuer of the serial numbers of the Securities
of such series (or portions thereof) so selected. Securities shall be excluded
from eligibility for redemption under this Section if they are identified by
registration and certificate number in an Officer's Certificate delivered to the
Trustee at least 60 days prior to the sinking fund payment date or at least 30
days prior to the last day of any applicable Redemption Notice Period relating
to a sinking fund payment date as being owned of record and beneficially by, and
not pledged or hypothecated by either (a) the Issuer or (b) an entity
specifically identified in such Officer's Certificate as directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer. The Trustee, in the name and at the expense of the Issuer (or the
Issuer, if it shall so request the Trustee in writing) shall cause notice of
redemption of the Securities of such series to be given in substantially the
manner provided in Section 12.02 (and with the effect provided in Section 12.03)
for the redemption of Securities of such series in part at the option of the
Issuer. The amount of any sinking fund payments not so applied or allocated to
the redemption of Securities of such series shall be added to the next cash
sinking fund payment for such series and, together with such payment, shall be
applied in accordance with the provisions of this Section. Any and all sinking
fund moneys held on the stated maturity date of the Securities of any particular
series (or earlier, if such maturity is accelerated), which are not held for the
payment or redemption of particular Securities of such series shall be applied,
together with other moneys, if necessary, sufficient for the purpose, to the
payment of the principal of, and interest on, the Securities of such series at
maturity.

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<PAGE>

     On or before each sinking fund payment date, the Issuer shall pay to the
Trustee in cash or shall otherwise provide for the payment of all interest
accrued to the date fixed for redemption on Securities to be redeemed on the
next following sinking fund payment date.

     The Trustee shall not redeem or cause to be redeemed any Securities of a
series with sinking fund moneys or give any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
except that, where the giving of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Issuer a sum
sufficient for such redemption. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such default or Event of Default shall
occur, and any moneys thereafter paid into the sinking fund, shall, during the
continuance of such default or Event of Default, be deemed to have been
collected under Article 5 and held for the payment of all such Securities. In
case such Event of Default shall have been waived as provided in Section 5.10 or
the default cured on or before the sixtieth day preceding the sinking fund
payment date in any year, such moneys shall thereafter be applied on the next
succeeding sinking fund payment date in accordance with this Section to the
redemption of such Securities.


                                  ARTICLE 13

                                 Subordination

     Section 13.1. Agreement of Subordination. The Issuer covenants and agrees,
and each holder of a Security or Coupon issued hereunder by its acceptance
thereof likewise covenants and agrees, that all indebtedness represented by the
Securities and any Coupons shall be issued subject to the provisions of this
Article 13, and each Person holding any Security or Coupon, whether upon
original issue or upon registration of transfer, assignment or exchange thereof,
accepts and agrees to be bound by such provisions.

     The payment of the principal of, premium, if any, and interest on any
Security issued hereunder shall, to the extent and in the manner hereinafter set
forth, be subordinated and subject in right of payment to the prior payment in
full of all Senior Indebtedness, whether outstanding at the date of this
Indenture or thereafter incurred.

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<PAGE>

     No provision of this Article 13 shall prevent the occurrence of any default
or Event of Default hereunder.

     Section 13.2. Payments to Securityholders. No payment shall be made with
respect to the principal of premium, if any, or interest on the Securities or
any Coupons, except payments and distributions made by the Trustee as permitted
by the first or second paragraph of Section 13.05, if:

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

     (b)  a default, other than a Payment Default, on any Designated Senior
Indebtedness occurs and is continuing that then permits holders of such
Designated Senior Indebtedness to accelerate its maturity (or in the case of any
lease, a default occurs and is continuing that permits the lessor to either
terminate the lease or require the Issuer to make an irrevocable offer to
terminate the lease following an event of default thereunder) and the Trustee
receives a notice of the default (a "Payment Blockage Notice") from a holder of
Designated Senior Indebtedness, a Representative of Designated Senior
Indebtedness or the Issuer (a "Non-Payment Default").

     If the Trustee receives any Payment Blockage Notice pursuant to clause (b)
above, no subsequent Payment Blockage Notice shall be effective for purposes of
this Section 13.02 unless and until at least 365 days shall have elapsed since
the initial effectiveness of the immediately prior Payment Blockage Notice.  No
Non-Payment Default that existed or was continuing on the date of delivery of
any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a
subsequent Payment Blockage Notice.

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

          (i)  the date upon which any such Payment Default is cured or waived
     or ceases to exist, or

          (ii) in the case of a Non-Payment Default, the earlier of (a) the date
     upon which such default is cured or waived or ceases to exist or (b) 179
     days after the applicable Payment Blockage Notice is received by the

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     Trustee if the maturity of such Designated Senior Indebtedness has not been
     accelerated (or in the case of any lease, 179 days after notice is received
     if the Issuer has not received notice that the lessor under such lease has
     exercised its right to terminate the lease or require the Issuer to make an
     irrevocable offer to terminate the lease following an event of default
     thereunder),

     unless this Article 13 otherwise prohibits the payment or distribution at
the time of such payment or distribution.

     Upon any payment by the Issuer, or distribution of assets of the Issuer of
any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding up or liquidation or reorganization of the
Issuer, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due upon all
Senior Indebtedness shall first be paid in full in cash or other payment
satisfactory to the holders of such Senior Indebtedness (and satisfactory to the
holders of Senior Indebtedness in the case such Senior Indebtedness includes
Designated Senior Indebtedness), or payment thereof in accordance with its terms
provided for in cash or other payment satisfactory to the holders of such Senior
Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case
such Senior Indebtedness includes Designated Senior Indebtedness) before any
payment is made on account of the principal of, premium, if any, or interest on
the Securities and any Coupons (except payments made pursuant to Article 10 from
monies deposited with the Trustee pursuant thereto prior to commencement of
proceedings for such dissolution, winding up, liquidation or reorganization),
and upon any such dissolution or winding up or liquidation or reorganization of
the Issuer or bankruptcy, insolvency, receivership or other similar proceeding,
any payment by the Issuer, or distribution of assets of the Issuer of any kind
or character, whether in cash, property or securities, to which the holders of
the Securities and any Coupons or the Trustee would be entitled, except for the
provisions of this Article 13, shall (except as aforesaid) be paid by the Issuer
or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution, or by the holders of the Securities
or any Coupons or by the Trustee under this Indenture if received by them or it,
directly to the holders of Senior Indebtedness (pro rata to such holders on the
basis of the respective amounts of Senior Indebtedness held by such holders, or
as otherwise required by law or a court order) or their Representative or
Representatives, as their respective interests may appear, to the extent
necessary to pay all Senior Indebtedness in full, in cash or other payment
satisfactory to the holders of such Senior Indebtedness (and satisfactory to the
holders of Senior Indebtedness in the case such Senior Indebtedness includes
Designated Senior Indebtedness), after giving effect to any concurrent payment
or distribution to or for the holders of Senior Indebtedness,

                                      73
<PAGE>

before any payment or distribution is made to the holders of the Securities and
any Coupons or to the Trustee.

     For purposes of this Article 13, the words, "cash, property or securities"
shall not be deemed to include shares of stock of the Issuer as reorganized or
readjusted, or securities of the Issuer or any other corporation provided for by
a plan of reorganization or readjustment, the payment of which is subordinated
at least to the extent provided in this Article 13 with respect to the
Securities and any Coupons to the payment of all Senior Indebtedness which may
at the time be outstanding provided that (i) the Senior Indebtedness is assumed
by the new corporation, if any, resulting from any reorganization or
readjustment, and (ii) the rights of the holders of Senior Indebtedness (other
than leases which are not assumed by the Issuer or the new corporation, as the
case may be) are not, without the consent of such holders, altered by such
reorganization or readjustment.  The consolidation of the Issuer with, or the
merger of the Issuer into, another corporation or the liquidation or dissolution
of the Issuer following the conveyance or transfer of its property as an
entirety, or substantially as an entirety, to another Person upon the terms and
conditions provided for in Article 9 shall not be deemed a dissolution, winding-
up, liquidation or reorganization for the purposes of this Section 13.02 if such
other Person shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article 9.

     In the event of the acceleration of the Securities because of an Event of
Default, no payment or distribution shall be made to the Trustee or any holder
of Securities or any Coupons in respect of the principal of, premium, if any, or
interest on the Securities and any Coupons, except payments and distributions
made by the Trustee as permitted by the first or second paragraph of Section
13.05, until all Senior Indebtedness has been paid in full in cash or other
payment satisfactory to the holders of Senior Indebtedness (and satisfactory to
the holders of Designated Senior Indebtedness in the case such Senior
Indebtedness includes Designated Senior Indebtedness) or such acceleration is
rescinded in accordance with the terms of this Indenture. If payment of the
Securities is accelerated because of an Event of Default, the Issuer or the
Trustee shall promptly notify holders of Senior Indebtedness of the
acceleration.

     In the event that, notwithstanding the foregoing provisions, any payment or
distribution of assets of the Issuer of any kind or character, whether in cash,
property or securities (including, without limitation, by way of setoff or
otherwise), prohibited by the foregoing provisions in this Section 13.02, shall
be received by the Trustee or the holders of the Securities or any Coupons
before all Senior Indebtedness is paid in full in cash or other payment
satisfactory to the holders of such Senior Indebtedness (and satisfactory to the
holders of Senior

                                      74
<PAGE>

Indebtedness in the case such Senior Indebtedness includes Designated Senior
Indebtedness), or provision is made for such payment thereof in accordance with
its terms in cash or other payment satisfactory to the holders of such Senior
Indebtedness (and satisfactory to the holders of Senior Indebtedness in the case
such Senior Indebtedness includes Designated Senior Indebtedness), such payment
or distribution shall be held in trust for the benefit of and shall be paid over
or delivered to the holders of Senior Indebtedness or their Representative or
Representatives, as their respective interests may appear, as calculated by the
Issuer, for application to the payment of any Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or
other payment satisfactory to the holders of such Senior Indebtedness (and
satisfactory to the holders of Senior Indebtedness in the case such Senior
Indebtedness includes Designated Senior Indebtedness), after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness.

     Nothing in this Section 13.02 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.06. This Section 13.02 shall be subject
to the further provisions of Section 13.05.

     Section 13.3. Subrogation. Subject to the payment in full of all Senior
Indebtedness, the rights of the holders of the Securities and any Coupons shall
be subrogated to the extent of the payments or distributions made to the holders
of such Senior Indebtedness pursuant to the provisions of this Article 13
(equally and ratably with the holders of all indebtedness of the Issuer which by
its express terms is subordinated to other indebtedness of the Issuer to
substantially the same extent as the Securities and any Coupons are subordinated
and is entitled to like rights of subrogation) to the rights of the holders of
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Issuer applicable to the Senior Indebtedness until the
principal, premium, if any, and interest on the Securities and any Coupons 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 of the Securities and any Coupons or the Trustee
would be entitled except for the provisions of this Article 13, and no payment
pursuant to the provisions of this Article 13, to or for the benefit of the
holders of Senior Indebtedness by holders of the Securities and any Coupons or
the Trustee, shall, as among the Issuer, its creditors other than holders of
Senior Indebtedness, and the holders of the Securities and any Coupons, be
deemed to be a payment by the Issuer to or on account of the Senior
Indebtedness, and no payments or distributions of cash, property or securities
to or for the benefit of the holders of the Securities and any Coupons pursuant
to the subrogation provisions of this Article 13, which would otherwise have
been paid to the holders of Senior Indebtedness, shall be deemed

                                      75
<PAGE>

to be a payment by the Issuer to or for the account of the Securities and any
Coupons. It is understood that the provisions of this Article 13 are intended
solely for the purposes of defining the relative rights of the holders of the
Securities and any Coupons, on the one hand, and the holders of the Senior
Indebtedness, on the other hand.

     Nothing contained in this Article 13 or elsewhere in this Indenture or in
the Securities or any Coupons is intended to or shall impair, as among the
Issuer, its creditors other than the holders of Senior Indebtedness, and the
holders of the Securities or any Coupons, the obligation of the Issuer, which is
absolute and unconditional, to pay to the holders of the Securities and any
Coupons the principal of, premium, if any, and interest on the Securities and
any Coupons as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
holders of the Securities or any Coupons and creditors of the Issuer other than
the holders of the Senior Indebtedness, nor shall anything herein or therein
prevent the Trustee or the holder of any Security or Coupon from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article 13 of the holders
of Senior Indebtedness in respect of cash, property or securities of the Issuer
received upon the exercise of any such remedy.

     Upon any payment or distribution of assets of the Issuer referred to in
this Article 13, the Trustee, subject to the provisions of Section 6.01, and the
holders of the Securities or any Coupons shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction in which such
bankruptcy, dissolution, winding up, liquidation or reorganization proceedings
are pending, or a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
delivered to the Trustee or to the holders of the Securities or any Coupons, for
the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Issuer, the amount thereof or payable thereon and all other facts pertinent
thereto or to this Article 13.

     Section 13.4. Authorization to Effect Subordination. Each holder of a
Security or any Coupon by the holder's acceptance thereof authorizes and directs
the Trustee on the holder's behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article 13 and
appoints the Trustee to act as the holder's attorney-in-fact for any and all
such purposes. If the Trustee does not file a proper proof of claim or proof of
debt in the form required in any proceeding referred to in the third paragraph
of Section 5.02 hereof at least thirty (30) days before the expiration of the
time to file such claim, the holders of any Senior Indebtedness or their
Representatives are hereby

                                      76
<PAGE>

authorized to file an appropriate claim for and on behalf of the holders of the
Securities and any Coupon.

     Section 13.5. Notice to Trustee. The Issuer shall give prompt written
notice in the form of an Officers' Certificate to a Responsible Officer of the
Trustee and to any paying agent of any fact known to the Issuer that would
prohibit the making of any payment of monies to or by the Trustee or any paying
agent in respect of the Securities or any Coupon pursuant to the provisions of
this Article 13. Notwithstanding the provisions of this Article 13 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment of
monies to or by the Trustee in respect of the Securities or any Coupon pursuant
to the provisions of this Article 13, unless and until a Responsible Officer of
the Trustee shall have received written notice thereof at the Corporate Trust
Office from the Issuer (in the form of an Officer's Certificate) or a
Representative or a holder or holders of Senior Indebtedness, and before the
receipt of any such written notice, the Trustee, subject to the provisions of
Section 6.01, shall be entitled in all respects to assume that no such facts
exist; provided, however, that if on a date not less than one Business Day prior
to the date upon which by the terms hereof any such monies may become payable
for any purpose (including, without limitation, the payment of the principal of,
or premium, if any, or interest on any Security or Coupon) the Trustee shall not
have received, with respect to such monies, the notice provided for in this
Section 13.05, then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to apply monies received 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.

     Notwithstanding anything in this Article 13 to the contrary, nothing shall
prevent any payment by the Trustee to the Securityholders of monies deposited
with it pursuant to Section 10.01, if a Responsible Officer of the Trustee shall
not have received written notice at the Corporate Trust Office on or before one
Business Day prior to the date such payment is due that such payment is not
permitted under Section 13.01 or 13.02.

     The Trustee, subject to the provisions of Section 6.01, shall be entitled
to rely on the delivery to it of a written notice by a Representative or a
person representing himself to be a holder of Senior Indebtedness (or a trustee
on behalf of such holder) to establish that such notice has been given by a
Representative or a holder of Senior Indebtedness or a trustee on behalf of any
such holder or holders. The Trustee shall not be required to make any payment or
distribution to or on behalf of a holder of Senior Indebtedness pursuant to this
Article 13 unless it has received satisfactory evidence as to the amount of
Senior Indebtedness held

                                      77
<PAGE>

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 13.

     Section 13.6. Trustee's Relation to Senior Indebtedness. The Trustee, in
its individual capacity, shall be entitled to all the rights set forth in this
Article 13 in respect of any Senior Indebtedness at any time held by it, to the
same extent as any other holder of Senior Indebtedness, and nothing in Section
6.13 or elsewhere in this Indenture shall deprive the Trustee of any of its
rights as such holder.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article 13, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and, subject to the
provisions of Section 6.01, the Trustee shall not be liable to any holder of
Senior Indebtedness (i) for any failure to make any payments or distributions to
such holder or (ii) if it shall pay over or deliver to holders of Securities or
any Coupon, the Issuer or any other Person money in compliance with this Article
13.

     Section 13.7. No Impairment of Subordination. No right of any present or
future holder of any Senior Indebtedness to enforce subordination as herein
provided shall at anytime in any way be prejudiced or impaired by any act or
failure to act on the part of the Issuer or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Issuer with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof which any such holder may have or otherwise be charged with. Senior
Indebtedness may be created, renewed, refinanced, replaced, deferred, refunded,
amended, modified, supplemented or extended and holders of Senior Indebtedness
may exercise any rights under any instrument creating or evidencing such Senior
Indebtedness, including, without limitation, any waiver of default thereunder,
without any notice to or consent from the holders of the Securities or any
Coupon or the Trustee. No compromise, alteration, amendment, modification,
extension, renewal or other change of or waiver, consent or other action in
respect of, any liability or obligation under or in respect of the Senior
Indebtedness or any terms or conditions of any instrument creating or evidencing
such Senior Indebtedness shall in any way alter or affect any of the provisions
of this Article 13 or the subordination of the Securities and Coupons provided
thereby.

     Section 13.8. Article Applicable to Paying Agents. If at any time any
paying agent other than the Trustee shall have been appointed by the Issuer and
be then acting hereunder, the term "Trustee" as used in this Article 13 shall
(unless

                                      78
<PAGE>

the context otherwise requires) be construed as extending to and including such
paying agent within its meaning as fully for all intents and purposes as if such
paying agent were named in this Article 13 in addition to or in place of the
Trustee; provided, however, that the first paragraph of Section 13.05 shall not
apply to the Issuer or any affiliate of the Issuer if it or such affiliate acts
as paying agent.

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

     Section 13.9. Senior Indebtedness Entitled to Rely. The holders of Senior
Indebtedness (including, without limitation, Designated Senior Indebtedness)
shall have the right to rely upon this Article 13, and no amendment or
modification of the provisions contained herein shall diminish the rights of
such holders unless such holders shall have agreed in writing thereto.

     Section 13.10. Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Issuer referred to in
this Article 13, the Trustee and the Securityholders shall be entitled to rely
upon any order or decree entered by any court of competent jurisdiction in which
such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, liquidating trustee, custodian,
receiver, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the
Securityholders, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other indebtedness of the Issuer, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 13.

                                      79
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of ________, 2000.


                                 NVIDIA CORPORATION


[CORPORATE SEAL]
                                 By:_____________________________
                                    Name:
                                    Title:

Attest:

By:_______________________________
   Title:


                                 CHASE MANHATTAN BANK AND
                                 TRUST COMPANY, NATIONAL
                                 ASSOCIATION, TRUSTEE

[CORPORATE SEAL]
                                 By:_____________________________
                                    Name:
                                    Title:

Attest:

By:_______________________________
   Title:

                                      80
<PAGE>

STATE OF CALIFORNIA )
                    )  ss.:
COUNTY OF SAN MATEO )


     On this ____ of ________, 2000 before me personally came
, to me personally known, who, being by me duly sworn, did depose and say that
he resides at                            that he is the                of NVIDIA
Corporation, one of the corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.

[NOTARIAL SEAL]


____________________________
Notary Public
<PAGE>

STATE OF CALIFORNIA )
                    )  ss.:
COUNTY OF SAN MATEO )


     On this ____ of _________, 2000 before me personally came
, to me personally known, who, being by me duly sworn, did depose and say that
he resides at                                           that he is a
____________ of ______________, one of the corporations described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

[NOTARIAL SEAL]


_____________________________
Notary Public
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>FORM OF SUPPLEMENTAL INDENTURE NO. 1
<TEXT>

<PAGE>
                                                                     EXHIBIT 4.2


                              NVIDIA CORPORATION

                                      AND

   CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

________________________________________________________________________________

                            Supplemental Indenture

                                     No. 1

                              Dated as of ., 2000

________________________________________________________________________________

                  .% Convertible Subordinated Notes due 2007
<PAGE>

     SUPPLEMENTAL INDENTURE NO. 1, dated as of ., 2000 between NVIDIA
Corporation, a Delaware corporation (the "Issuer"), and CHASE MANHATTAN BANK AND
TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the "Trustee"),

     WHEREAS, the Issuer entered into a Subordinated Indenture dated as of .,
2000 between the Issuer and the Trustee (the "Indenture") to provide for the
future issuance of its unsecured debentures, notes or other evidences of
indebtedness to be issued in one or more series (the "Securities");

     WHEREAS, pursuant to the terms of the Indenture, the Issuer desires to
provide for the establishment of a new series of its Securities to be known as
its .% Convertible Subordinated Notes due 2007 (said series being hereinafter
referred to as the "Notes"), the form and substance of such Notes and the terms,
provisions and conditions thereof to be set forth as provided in the Indenture
and this First Supplemental Indenture; and

     WHEREAS, the Issuer desires and has requested the Trustee to join with it
in the execution and delivery of this First Supplemental Indenture, and all
requirements necessary to make this First Supplemental Indenture a valid
instrument, in accordance with its terms, and to make the Notes, when executed
by the Issuer and authenticated and delivered by the Trustee, the valid
obligations of the Issuer;

     NOW, THEREFORE:

     In consideration of the purchase and acceptance of the Notes by the holders
thereof, and for the purpose of setting forth, as provided in the Indenture, the
form and substance of the Notes and the terms, provisions and conditions
thereof, the Issuer and the Trustee mutually covenant and agree for the equal
and proportionate benefit of the respective holders from time to time of the
Notes as follows:

                                   Article 1

    Relation to the Indenture; Definitions and Other Provisions of General
                                  Application

     Section 1.1. Relation to the Indenture. This First Supplemental Indenture
constitutes an integral part of the Indenture.

     Section 1.2. Definitions and Other Provisions of General Application. (a)
For all purposes of this First Supplemental Indenture unless otherwise specified
herein, all terms defined in this First Supplemental Indenture which are

                                      S-1
<PAGE>

used and not otherwise defined herein shall have the meanings they are given in
the Indenture.

     (b)  Section 1.01 of the Indenture is amended by inserting the following
additional definitions:

     "close of business" means 5pm., New York City time.

     "Common Stock" means any stock of any class of the Issuer which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Issuer
and which is not subject to redemption by the Issuer. Subject to the provisions
of Section 4.06 hereof, however, shares issuable on conversion of Notes shall
include only shares of the class designated as common stock of the Issuer at the
date of this First Supplemental Indenture (namely, the Common Stock, par value
$0.001 per share) 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 Issuer and which are
not subject to redemption by the Issuer; provided, however, that if at any time
there shall be more than one such resulting class, the shares of each such class
then so issuable 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.

     "Fundamental Change" means the occurrence of any transaction or event 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 (whether by means of an exchange offer, liquidation,
tender offer, consolidation, merger, combination, reclassification,
recapitalization or otherwise) which is not all or substantially all common
stock listed (or, upon consummation of or immediately following such transaction
or event, which will be listed) on a United States national securities exchange
or approved for quotation on the Nasdaq National Market or any similar United
States system of automated dissemination of quotations of securities prices.

     (c)  Other Definitions.


                      Term                 Defined herein
                      ----                   in Section
                                             ----------
"Accepted Purchase Shares"                     4.05(g)
"Adjustment Event"                             4.05(l)
"Closing Price"                                4.05(h)(i)
"Conversion Price"                             4.04
"Current Market Price"                         4.05(h)(ii)

                                      S-2
<PAGE>

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

"Described Securities"                                4.05(d)
"Determination Date"                                  4.05(l)
"DTC"                                                 2.04
"Expiration Time"                                     4.05(f)
"fair market value"                                   4.05(h)(iii)
"Fundamental Change Expiration Time"                  3.05(b)
"Issuer Notice"                                       3.05(b)
"non-electing share"                                  4.06
"Offer Expiration Time"                               4.05(g)
"Purchased Shares"                                    4.05(f)
"Record Date"                                         4.05(h)(iv)
"Repurchase Date"                                     3.05(a)
"Trading Day"                                         4.05(h)(v)
"Trigger Event"                                       4.05(d)



                                   Article 2

                              The Series of Notes

     Section 2.1. Designation. There shall be established a new series of
Securities to be designated as ".% Convertible Subordinated Notes due 2007".

     Section 2.2. Form of Notes. The Notes shall be substantially in the form of
Exhibit A hereto, which is a part of this First Supplemental Indenture, with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by the Indenture and this First Supplemental
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the authorized officer of the Issuer executing such Notes, as
evidenced by their execution of the Notes.

     The Notes will initially be issued as Registered Global Securities.

     Section 2.3. Principal and Interest. The aggregate principal amount of the
Notes which may be authenticated and delivered under this First Supplemental
Indenture shall not, except as permitted by the provisions of the Indenture,
exceed $..

     The principal amount of the Notes shall be payable on ., 2007.

                                      S-3
<PAGE>

     Interest on the Notes shall be payable in the amount, on the dates and in
the manner provided for in the form of the Note attached hereto as Exhibit A.

     The Issuer may not issue new Notes to replace Notes that it has paid or
delivered to the Trustee for cancellation.

     Section 2.4. Depositary. The Depositary for any Notes issued as Registered
Global Securities shall be The Depository Trust Company in The City of New York
("DTC") or any successor Depositary appointed by the Issuer within 90 days of
the termination of the services of DTC (or any successor to DTC).

     Section 2.5. Other Terms. (a) Pursuant to Section 2.03(g) of Indenture, the
Notes shall have the redemption provisions as set forth in Article 3 hereof.

       (b) Pursuant to Section 2.03(n) of the Indenture, the Notes shall have
the conversion provisions as set forth in Article 4 hereof.

                                   Article 3

                              Redemption of notes

     Section 3.1. Initial Prohibition on Redemption and Optional Redemption by
the Issuer. (a) Except as otherwise provided in Section 3.05, the Notes may not
be redeemed by the Issuer, in whole or in part, at any time prior to ..

       (b)  At any time on or after ., and prior to maturity, the Notes may be
redeemed at the option of the Issuer, in whole or in part, upon notice as set
forth in Section 3.02, at the following redemption prices (expressed as
percentages of the principal amount), together in each case with accrued and
unpaid interest, if any to, but excluding, the date fixed for redemption:


                                                          Redemption
    Period                                                   Price
    ------                                                ----------
    Beginning on [INSERT DATE AFTER RELEVANT INTEREST        .%
    PAYMENT DATE] and ending on.
    Beginning on . and ending on .                           .
    Beginning on . and ending on .                           .
    Beginning on . and ending on .                           .

                                      S-4
<PAGE>

and 100% on .; provided, however, that if the date fixed for redemption is on a
 . or ., then the interest payable on such date shall be paid to the holder of
record on the preceding . or ., respectively.

     Section 3.2. Notice of Redemptions; Selection of Notes. In case the Issuer
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 Issuer, 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
date fixed for redemption to the holders of Notes so to be redeemed as a whole
or in part at their last addresses as the same appear on the Note register;
provided, however, that if the Issuer shall give such notice, it shall also give
written notice, and written notice of the Notes to be redeemed, 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 Issuer shall issue a press release
announcing such redemption, the form and content of which press release shall be
determined by the Issuer 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 Price and the date on which the right to convert
such Notes or portions thereof into Common Stock will expire. 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
date fixed for redemption, upon surrender of such Note, a new Note or Notes in
principal amount equal to the unredeemed portion thereof will be issued.

                                      S-5
<PAGE>

     On or prior to the redemption date specified in the notice of redemption
given as provided in this Section 3.02, the Issuer will deposit with the Trustee
or with one or more paying agents (or, if the Issuer is acting as its own paying
agent, set aside, segregate and hold in trust as provided in Section 3.04 of the
Indenture) 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 date fixed for redemption; provided, however, 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 close of business on such date. The Issuer
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 together with accrued
interest to, but excluding, the date fixed for redemption. If any Note called
for redemption is converted pursuant hereto prior to such redemption, 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 Issuer upon its
written request, or, if then held by the Issuer, shall be discharged from such
trust. Whenever any Notes are to be redeemed, the Issuer will give the Trustee
written notice in the form of an Officer's 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 Registered Global Security or
the Notes in certificated form to be redeemed (in principal amounts of $1,000 or
integral 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) 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 Issuer
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.

                                      S-6
<PAGE>

     Section 3.3. Payment of Notes Called for Redemption. If notice of
redemption has been given as above provided, 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 date
fixed for redemption, and on and after said date (unless the Issuer 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 next preceding the date fixed for redemption, such Notes shall
cease to be convertible into Common Stock and, except as provided in Sections
6.05 of the Indenture and 10.04 of the Indenture, to be entitled to any benefit
or security under the 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 date fixed for redemption. 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 Issuer at the applicable redemption price, together with
interest accrued thereon to (but excluding) the date fixed for redemption;
provided, however, that if the applicable redemption date is an interest payment
date, 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 relevant record
date instead of the holders surrendering such Notes for redemption on such date.

     Upon presentation of any Note redeemed in part only, the Issuer shall
execute and the Trustee shall authenticate and make available for delivery to
the holder thereof, at the expense of the Issuer, 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
date fixed for redemption at the rate borne by the Note 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 3.4. Conversion Arrangement on Call for Redemption. In connection
with any redemption of Notes, the Issuer may arrange for the purchase and
conversion of any Notes by an agreement with one or more investment bankers or
other purchasers to purchase such Notes by paying to the Trustee in

                                      S-7
<PAGE>

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
Issuer 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
Issuer, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such holders and (notwithstanding anything to the contrary
contained in Article 4 hereof) 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
direction of the Issuer, 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 Issuer
for the redemption of Notes. Without the Trustee's prior written consent, no
arrangement between the Issuer and such purchasers for the purchase and
conversion of any Notes shall increase or otherwise affect any of the powers,
duties, responsibilities or obligations of the Trustee as set forth in this
Indenture.

     Section 3.5.  Redemption at Option of Holders.

     (a)  If there shall occur a Fundamental Change at any time prior to .,
2007, then each Noteholder shall have the right, at such holder's option, to
require the Issuer to redeem all of such holder's Notes, or any portion thereof
that is an integral multiple of $1,000 principal amount, on the date (the
"Repurchase Date") that is thirty (30) days after the date of the Issuer Notice
(as defined in Section 3.05(b) below) 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 date of redemption; provided, however,
that, if such Repurchase Date is a . or ., then the interest payable on such
date shall be paid on such date to the holders of record of the Notes on the
next preceding . or ., respectively.

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

                                      S-8
<PAGE>

     (b)  On or before the tenth day after the occurrence of a Fundamental
Change, the Issuer 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 Issuer, shall mail or cause to be mailed to all holders of record on the
date of the Fundamental Change a notice (the "Issuer 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 Issuer shall give such
notice, the Issuer shall also deliver a copy of the Issuer Notice to the Trustee
at such time as it is mailed to Noteholders. Concurrently with the mailing of
any Issuer Notice, the Issuer shall issue a press release announcing such
Fundamental Change referred to in the Issuer Notice, the form and content of
which press release shall be determined by the Issuer in its sole discretion.
The failure to issue any such press release or any defect therein shall not
affect the validity of the Issuer Notice or any proceedings for the redemption
of any Note which any Noteholder may elect to have the Issuer redeem as provided
in this Section 3.05.

     Each Issuer Notice shall specify the circumstances constituting the
Fundamental Change, the Repurchase Date, the price at which the Issuer shall be
obligated to redeem Notes, that the holder must exercise the redemption right on
or prior to the close of business on the Repurchase 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 the Repurchase Date and the "CUSIP" number or numbers of the Notes
(if then generally in use).

     No failure of the Issuer 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 to be so redeemed at the option of the holder, the Issuer
must receive at the office or agency of the Issuer maintained for that purpose
or, at the option of such holder, the Corporate Trust Office, such Note with the
form entitled "Option to Elect Repayment Upon A Fundamental Change" on the
reverse thereof duly completed, 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

                                      S-9
<PAGE>

for repayment shall be determined by the Issuer, whose determination shall be
final and binding absent manifest error.

     (d)  On or prior to the Repurchase Date, the Issuer will deposit with the
Trustee or with one or more paying agents (or, if the Issuer is acting as its
own paying agent, set aside, segregate and hold in trust as provided in Section
3.04 of the Indenture) an amount of money sufficient to redeem on the Repurchase
Date all the Notes to be redeemed on such date at the appropriate redemption
price, together with accrued interest to (but excluding) the Repurchase Date;
provided, however, that if such payment is made on the Repurchase Date it must
be received by the Trustee or paying agent, as the case may be, by close of
business 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 Repurchase Date
by mailing checks for the amount payable to the holders of such Notes entitled
thereto as they shall appear on the registry books of the Issuer.

     (e)  In the case of a reclassification, change, consolidation, merger,
combination, sale or conveyance to which Section 4.06 hereof applies, in which
the Common Stock of the Issuer 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 Issuer 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 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 Issuer, 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 the Indenture and this First Supplemental
Indenture relating to the right of holders of the Notes to cause the Issuer 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 Issuer (which determination shall be conclusive and binding), to make
such provisions apply to such other Person if different from the Issuer and the
common stock issued by such Person (in 1ieu of the Issuer and the Common Stock
of the Issuer).

                                     S-10
<PAGE>

     (f)  The Issuer will comply with the provisions of Rule 13e-4 and any other
tender offer rules under the Securities Exchange Act of 1934, as amended, to the
extent then applicable in connection with the redemption rights of the holders
of Notes in the event of a Fundamental Change.

                                   ARTICLE 4

                              Conversion of notes

     Section 4.1. Right to Convert. Subject to and upon compliance with the
provisions of the Indenture and this First Supplemental Indenture, including,
without limitation, Article 13 of the Indenture, the holder of any Note shall
have the right, at its option, at any time after the original issuance of the
Notes hereunder through the close of business on the final maturity date of the
Notes (except that, with respect to any Note or portion of a Note that shall be
called for redemption, such right shall terminate, except as provided in Section
4.02 hereof, Section 3.02 hereof or Section 3.04 hereof, at the close of
business on the Business Day next preceding the date fixed for redemption of
such Note or portion of a Note unless the Issuer shall default in payment due
upon redemption thereof) to convert the principal amount of any such Note, or
any portion of such principal amount which is $1,000 or an integral multiple
thereof, into that number of fully paid and non-assessable shares of Common
Stock (as such shares shall then be constituted) obtained by dividing the
principal amount of the Note or portion thereof surrendered for conversion by
the Conversion Price in effect at such time, by surrender of the Note so to be
converted in whole or in part in the manner provided, together with any required
funds, in Section 4.02 hereof. A Note in respect of which a holder is exercising
its option to require redemption upon a Fundamental Change pursuant to Section
3.05 hereof may be converted only if such holder withdraws its election to
exercise in accordance with Section 3.05. 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 4.

     Section 4.2. Exercise of Conversion Privilege; Issuance of Common Stock on
Conversion; No Adjustment for Interest or Dividends. In order to exercise the
conversion privilege with respect to any Note in certificated form, the holder
of any such Note to be converted in whole or in part shall surrender such Note,
duly endorsed, at an office or agency maintained by the Issuer pursuant to
Section 3.02 of the Indenture, accompanied by the funds, if any, required by the
penultimate paragraph of this Section 4.02, and shall give written notice of
conversion in the form provided on the Notes (or such other notice which is
acceptable to the Issuer) to the office or agency that the holder elects to
convert

                                     S-11
<PAGE>

such Note or the portion thereof specified in said notice. Such notice shall
also state the name or names (with address or addresses) in which the
certificate or certificates for shares of Common Stock which shall be issuable
on such conversion shall be issued, and shall be accompanied by transfer taxes,
if required pursuant to Section 4.07 hereof. Each such Note surrendered for
conversion shall, unless the shares issuable on conversion are to be issued in
the same name as the registration of such Note, be duly endorsed by, or be
accompanied by instruments of transfer in form satisfactory to the Issuer duly
executed by, the holder or his duly authorized attorney.

     In order to exercise the conversion privilege with respect to any interest
in a Registered Global Security, the beneficial holder must complete, or cause
to be completed, the appropriate instruction form for conversion pursuant to the
Depositary's book-entry conversion program, deliver, or cause to be delivered,
by book-entry delivery an interest in such Registered Global Security, furnish
appropriate endorsements and transfer documents if required by the Issuer or the
Trustee or conversion agent, and pay the funds, if any, required by this Section
4.02 and any transfer taxes if required pursuant to Section 4.07 hereof.

     As promptly as practicable after satisfaction of the requirements for
conversion set forth above, subject to compliance with any restrictions on
transfer if shares issuable on conversion are to be issued in a name other than
that of the Noteholder (as if such transfer were a transfer of the Note or Notes
(or portion thereof) so converted), the Issuer shall issue and shall deliver to
such Noteholder at the office or agency maintained by the Issuer for such
purpose pursuant to Section 3.02 of the Indenture, a certificate or certificates
for the number of full shares of Common Stock issuable upon the conversion of
such Note or portion thereof as determined by the Issuer in accordance with the
provisions of this Article 4 and a check or cash in respect of any fractional
interest in respect of a share of Common Stock arising upon such conversion,
calculated by the Issuer as provided in Section 4.03 hereof. In case any Note of
a denomination greater than $1,000 shall be surrendered for partial conversion
and subject to Section 2.07 of the Indenture, the Issuer shall execute and the
Trustee shall authenticate and deliver to the holder of the Note so surrendered,
without charge to him, a new Note or Notes in authorized denominations in an
aggregate principal amount equal to the unconverted portion of the surrendered
Note.

     Each conversion shall be deemed to have been effected as to any such Note
(or portion thereof) on the date on which the requirements set forth above in
this Section 4.02 have been satisfied as to such Note (or portion thereof), and
the Person in whose name any certificate or certificates for shares of Common
Stock shall be issuable upon such conversion shall be deemed to have become on
said date the holder of record of the shares represented thereby; provided,
however, that any such surrender on any date when the stock transfer books of
the Issuer

                                     S-12
<PAGE>

shall be closed shall constitute the Person in whose name the certificates are
to be issued as the record holder thereof for all purposes on the next
succeeding day on which such stock transfer books are open, but such conversion
shall be at the Conversion Price in effect on the date upon which such Note
shall be surrendered.

     No adjustment in respect of interest on any Note converted or dividends on
any shares issued upon conversion of such Note will be made upon any conversion
except as set forth in the next sentence. If this Note (or portion hereof) is
surrendered for conversion during the period from the close of business on any
record date for the payment of interest to the close of business on the Business
Day preceding the following interest payment date and either (x) has not been
called for redemption on a redemption date that occurs during such period or (y)
is not to be redeemed in connection with a Fundamental Change on a Repurchase
Date that occurs during such period, this Note (or portion hereof being
converted) must be accompanied by an amount, in New York Clearing House funds or
other funds acceptable to the Issuer, equal to the interest payable on such
interest payment date on the principal amount being converted; provided,
however, that no such payment shall be required if there shall exist at the time
of conversion a default in the payment of interest on the Notes.

     Upon the conversion of an interest in a Registered Global Security, the
Trustee (or other conversion agent appointed by the Issuer), or the custodian at
the direction of the Trustee (or other conversion agent appointed by the
Issuer), shall make a notation on such Registered Global Security as to the
reduction in the principal amount represented thereby. The Issuer shall notify
the Trustee in writing of any conversions of Notes effected through any
conversion agent other than the Trustee.

     Section 4.3. Cash Payments in Lieu of Fractional Shares. No fractional
shares of Common Stock or scrip 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 Issuer shall make an
adjustment and payment therefor in cash at the current market price thereof to
the holder of Notes. The current market price of a share of Common Stock shall
be the Closing Price (as defined below) on the last Business Day immediately
preceding the day on which the Notes (or specified portions thereof) are deemed
to have been converted.

                                     S-13
<PAGE>

     Section 4.4. Conversion Price. The conversion price shall be as specified
in the form of Note (herein called the "Conversion Price") attached as Exhibit A
hereto, subject to adjustment as provided in this Article 4.

     Section 4.5. Adjustment of Conversion Price. The Conversion Price shall be
adjusted from time to time by the Issuer as follows:

     (a)  In case the Issuer shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, the Conversion Price shall be reduced so that the same shall equal the
price determined by multiplying the Conversion Price 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, the numerator of which shall be the number of shares of the Common
Stock outstanding at the close of business on the date fixed for such
determination, and the denominator of which shall be the sum of such number of
shares and the total number of shares constituting such dividend or other
distribution, such reduction to become effective immediately after the opening
of business on the day following the date fixed for such determination. For the
purpose of this paragraph (a), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Issuer. The
Issuer will not pay any dividend or make any distribution on shares of Common
Stock held in the treasury of the Issuer. If any dividend or distribution of the
type described in this Section 4.05(a) is declared but not so paid or made, the
Conversion Price shall again be adjusted to the Conversion Price that would then
be in effect if such dividend or distribution had not been declared.

     (b)  In case the Issuer 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) 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 Current
Market Price (as defined below) on the date fixed for determination of
stockholders entitled to receive such rights or warrants, the Conversion Price
shall be adjusted so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to the date fixed
for determination of stockholders entitled to receive such rights or warrants by
a fraction, 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 number of
shares that the aggregate offering price of the total number of shares so
offered would purchase at such Current Market Price, and the denominator of
which shall be the number of shares of Common Stock outstanding 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

                                     S-14
<PAGE>

subscription or purchase. 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 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 Price shall be readjusted to the
Conversion Price 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. In the event that such
rights or warrants are not so issued, the Conversion Price shall again be
adjusted to be the Conversion Price that would then be in effect if such date
fixed for the determination of stockholders entitled to receive such rights or
warrants had not been fixed. In determining whether any rights or warrants
entitle the holders to subscribe for or purchase shares of Common Stock at less
than such Current 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 Issuer 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 Price in effect at the
opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately reduced, and conversely, in case
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Conversion Price in effect at the opening of
business on the day following the day upon which such combination becomes
effective shall be proportionately increased, such reduction or increase, 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 Issuer shall, by dividend or otherwise, distribute to all
holders of its Common Stock shares of any class of capital stock of the Issuer
(other than any dividends or distributions to which Section 4.05(a) hereof
applies) or evidences of its indebtedness or assets (including securities, but
excluding any rights or warrants referred to in Section 4.05(b) hereof, and
excluding any dividend or distribution (x) paid exclusively in cash or (y)
referred to in Section 4.05(a) hereof (any of the foregoing hereinafter in this
Section 4.05(d) called the "Described Securities")), then, in each such case
(unless the Issuer elects to reserve such Securities 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 Described
Securities which such holder

                                     S-15
<PAGE>

would have received if such holder had converted its Notes into Common Stock
immediately prior to the Record Date (as defined in Section 4.05(h)(iv) hereof
for such distribution of the Described Securities)), the Conversion Price shall
be reduced so that the same shall be equal to the price determined by
multiplying the Conversion Price in effect on the Record Date with respect to
such distribution by a fraction, the numerator of which shall be the Current
Market Price per share of the Common Stock on such Record Date less 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 the Described Securities so distributed applicable
to one share of Common Stock and the denominator of which shall be the Current
Market Price per share of the Common Stock, such reduction to become effective
immediately prior to the opening of business on the day following such Record
Date; provided, however, that in the event the then fair market value (as so
determined) of the portion of the Described Securities so distributed applicable
to one share of Common Stock is equal to or greater than the Current Market
Price of the Common Stock 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 Described Securities such
holder would have received had such holder converted each Note on the Record
Date. In the event that such dividend or distribution is not so paid or made,
the Conversion Price shall again be adjusted to be the Conversion Price 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 4.05(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 Current Market Price of
the Common Stock.

     Rights or warrants distributed by the Issuer to all holders of Common Stock
entitling the holders thereof to subscribe for or purchase shares of the
Issuer'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 4.05 (and no adjustment to the Conversion Price under
this Section 4.05 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
Price shall be made under this Section 4.05(d). If any such right or warrant,
including any such existing rights or warrants distributed prior to the date of
this First Supplemental 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

                                     S-16
<PAGE>

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 Price under this
Section 4.05 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 Price shall be readjusted upon such final redemption 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 Price shall be readjusted as if such rights and warrants had not been
issued.

     No adjustment of the Conversion Price shall be made pursuant to this
Section 4.05(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 Issuer for distribution to holders of
Notes upon conversion by such holders of Notes to Common Stock. If the Issuer
implements a stockholder rights plan, the Issuer agrees that such rights plan
will provide that upon conversion of the Notes, the Holders holding Common Stock
issued upon conversion shall receive the rights issued under such plan in lieu
of the Issuer making an adjustment of the Conversion Price pursuant to this
Section 4.05(d) unless there has already been an adjustment of the Conversion
Price pursuant to this Section 4.05(d).

     For purposes of this Section 4.05(d) and Sections 4.05(a) and (b) hereof,
any dividend or distribution to which this Section 4.05(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 Price reduction required by this Section 4.05(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 Price reduction required by Sections
4.05(a) and (b) hereof 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

                                     S-17
<PAGE>

"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 Sections 4.05(a) and (b) hereof,
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 4.05(a) hereof.

     (e)  In case the Issuer shall, by dividend or otherwise, distribute to all
holders of its Common Stock cash (excluding (x) any quarterly cash dividend on
the Common Stock to the extent the aggregate cash dividend per share of Common
Stock in any fiscal quarter does not exceed the greater of (A) the amount per
share of Common Stock of the next preceding quarterly cash dividend on the
Common Stock to the extent that such preceding quarterly dividend did not
require any adjustment of the Conversion Price pursuant to this Section 4.05(e)
(as adjusted to reflect subdivisions, or combinations of the Common Stock), and
(B) 3.75% of the arithmetic average of the Closing Price (determined as set
forth in Section 4.05(h) hereof) during the ten Trading Days (as defined in
Section 4.05(h) hereof) immediately prior to the date of declaration of such
dividend, and (y) any dividend or distribution in connection with the
liquidation, dissolution or winding up of the Issuer, whether voluntary or
involuntary), then, in such case, the Conversion Price shall be reduced so that
the same shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to the close of business on such record date by a
fraction, the numerator of which shall be the Current Market Price of the Common
Stock on the record date less the amount of cash so distributed (and not
excluded as provided above) applicable to one share of Common Stock, and the
denominator of which shall be such Current Market Price of the Common Stock,
such reduction to be effective immediately prior to the opening of business on
the day following the record date; provided, however, that in the event the
portion of the cash so distributed applicable to one share of Common Stock is
equal to or greater than the Current Market Price of the Common Stock 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 cash such holder would have received had such holder converted each
Note on the record date. In the event that such dividend or distribution is not
so paid or made, the Conversion Price shall again be adjusted to be the
Conversion Price that would then be in effect if such dividend or distribution
had not been declared. If any adjustment is required to be made as set forth in
this Section 4.05(e) as a result of a distribution that is a quarterly dividend,
such adjustment shall be based upon the amount by which such distribution
exceeds the amount of the quarterly cash dividend permitted to be excluded
pursuant hereto. If an adjustment is required to be made as set forth in this
Section 4.05(e) above as a result of a distribution that is not a quarterly
dividend, such adjustment shall be based upon the full amount of the
distribution.

                                     S-18
<PAGE>

     (f)  In case a tender or exchange offer made by the Issuer or any
Subsidiary for all or any portion of the 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 Current Market Price of the Common Stock on the Trading Day next succeeding
the Expiration Time, the Conversion Price shall be reduced so that the same
shall equal the price determined by multiplying the Conversion Price in effect
immediately prior to the Expiration Time by a fraction the numerator of which
shall be the number of shares of Common Stock outstanding (including any
tendered or exchanged shares) at the Expiration Time multiplied by the Current
Market Price of the Common Stock on the Trading Day next succeeding the
Expiration Time and the denominator 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 Purchased
Shares) at the Expiration Time and the Current Market Price of the Common Stock
on the Trading Day next succeeding the Expiration Time, such reduction to become
effective immediately prior to the opening of business on the Trading Day
following the Expiration Time. In the event that the Issuer is obligated to
purchase shares pursuant to any such tender or exchange offer, but the Issuer is
permanently prevented by applicable law from effecting any such purchases or all
such purchases are rescinded, the Conversion Price shall again be adjusted to be
the Conversion Price that would then be in effect if such tender or exchange
offer had not been made.

     (g)  In case of a tender or exchange offer made by a Person other than the
Issuer or any Subsidiary for an amount that increases the offeror's ownership of
Common Stock to more than twenty-five percent (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) that exceeds the Current Market
Price of the Common Stock on the Trading Day next succeeding the Offer
Expiration Time, and in

                                     S-19
<PAGE>

which, as of the Offer Expiration Time the Board of Directors is not
recommending rejection of the offer, the Conversion Price shall be reduced so
that the same shall equal the price determined by multiplying the Conversion
Price in effect immediately prior to the Offer Expiration Time by a fraction the
numerator of which shall be the number of shares of Common Stock outstanding
(including any tendered or exchanged shares) at the Offer Expiration Time
multiplied by the Current Market Price of the Common Stock on the Trading Day
next succeeding the Offer Expiration Time and the denominator 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 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 Current Market Price of the Common Stock on the Trading
Day next succeeding the Offer Expiration Time, such reduction to become
effective immediately prior to the opening of business on the Trading Day
following the Offer Expiration Time. In the event that such Person is obligated
to purchase shares 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 Price shall again
be adjusted to be the Conversion Price 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 4.05(g) 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 Issuer to engage in any transaction
described in Article 9 of the Indenture.

     (h)  For purposes of this Section 4.05, the following terms shall have the
meaning indicated:

               (i)  "Closing Price" with respect to any security on any day
     shall mean the closing sale price, regular way, on such day or, in case no
     such sale takes place on such day, the average of the reported closing bid
     and asked prices, regular way, in each case as quoted on the Nasdaq
     National Market or, if such security is not quoted or listed or admitted to
     trading on such Nasdaq National Market, on the principal national
     securities exchange or quotation system on which such security is quoted or
     listed or admitted to trading or, if not quoted or listed or admitted to
     trading on any national securities exchange or quotation system, the
     average of the closing bid and asked prices of such security on the over-
     the counter market on the day in question as reported by the National
     Quotation Bureau Incorporated, or a similar generally accepted reporting
     service, or

                                     S-20
<PAGE>

     if not so available, in such manner as furnished by any New York Stock
     Exchange member firm selected from time to time by the Board of Directors
     for that purpose, or a price determined in good faith by the Board of
     Directors or, to the extent permitted by applicable law, a duly authorized
     committee thereof, whose determination shall be conclusive.

          (ii)  "Current Market Price" shall mean the average of the daily
     Closing Prices per share of Common Stock for the ten consecutive Trading
     Days immediately prior to the date in question except as hereinafter
     provided for purposes of any computation under Section 4.05(f) or (g)
     hereof; provided, however, that (1) if the "ex" date (as hereinafter
     defined) for any event (other than the issuance or distribution requiring
     such computation and other than the tender or exchange offer requiring such
     computation under Section 4.05(f) or (g) hereof) that requires an
     adjustment to the Conversion Price pursuant to Section 4.05(a), (b), (c),
     (d), (e), (f) or (g) hereof occurs during such ten consecutive Trading
     Days, the Closing Price for each Trading Day prior to the "ex" date for
     such other event shall be adjusted by multiplying such Closing Price by the
     same fraction by which the Conversion Price is so required to be adjusted
     as a result of such other event, (2) if the "ex" date for any event (other
     than the issuance or distribution requiring such computation and other than
     the tender or exchange offer requiring such computation under Section
     4.05(f) or (g) hereof) that requires an adjustment to the Conversion Price
     pursuant to Section 4.05(a), (b), (c), (d), (e), (f) or (g) hereof occurs
     on or after the "ex" date for the issuance or distribution requiring such
     computation and prior to the day in question, the Closing Price for each
     Trading Day on and after the "ex" date for such other event shall be
     adjusted by multiplying such Closing Price by the reciprocal of the
     fraction by which the Conversion Price is so required to be adjusted as a
     result of such other event, and (3) if the "ex" date for the issuance or
     distribution requiring such computation is prior to the day in question,
     after taking into account any adjustment required pursuant to clause (1) or
     (2) of this proviso, the Closing Price for each Trading Day on or after
     such "ex" date shall be adjusted by adding thereto the amount of any cash
     and the fair market value (as determined by the Board of Directors or, to
     the extent permitted by applicable law, a duly authorized committee thereof
     in a manner consistent with any determination of such value for purposes of
     Section 4.05(d), (f) or (g) hereof, whose determination shall be conclusive
     and described in a resolution of the Board of Directors or such duly
     authorized committee thereof, as the case may be) of the evidences of
     indebtedness, shares of capital stock or assets being distributed
     applicable to one share of Common Stock as of the close of business on the
     day before such "ex" date. For purposes of any computation under Section
     4.05(f) or (g) hereof,

                                     S-21
<PAGE>

     the "Current Market Price" of the Common Stock on any date shall be deemed
     to be the average of the daily Closing Prices per share of Common Stock for
     such day and the next two succeeding Trading Days; provided, however, that
     if the "ex" date for any event (other than the tender or exchange offer
     requiring such computation under Section 4.05(f) or (g) hereof) that
     requires an adjustment to the Conversion Price pursuant to Section 4.05(a),
     (b), (c), (d), (e), (f) or (g) hereof occurs on or after the Expiration
     Time or Offer Expiration Time, as the case may be, for the tender or
     exchange offer requiring such computation and prior to the day in question,
     the Closing Price for each Trading Day on and after the "ex" date for such
     other event shall be adjusted as provided in clauses (1), (2) and (3) of
     the proviso contained in the first sentence of this Section 4.05(h)(2). 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 Price was obtained without the right to
     receive such issuance or distribution, (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, and (3) when used with respect to any tender or exchange offer
     means the first date on which the Common Stock trades, regular way, on such
     exchange or in such market after the Expiration Time or the Offer
     Expiration Time of such offer.

          (iii)  "fair market value" shall mean the amount which a willing buyer
     would pay a willing seller in an arm's-length transaction.

          (iv)   "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).

          (v)    "Trading Day" shall mean (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 another 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

                                     S-22
<PAGE>

     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.

     (i)  The Issuer may make such reductions in the Conversion Price, in
addition to those required by Sections 4.05(a), (b), (c), (d), (e), (f) or (g)
hereof as the Board of Directors considers to be advisable to avoid or diminish
any income tax to 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 Issuer from time to time may
reduce the Conversion Price by any amount for any period of time if the period
is at least twenty (20) days, the reduction is irrevocable during the period and
the Board of Directors shall have made a determination that such reduction would
be in the best interests of the Issuer, which determination shall be conclusive.
Whenever the Conversion Price is reduced pursuant to the preceding sentence, the
Issuer shall mail to holders of record of the Notes a notice of the reduction at
least fifteen (15) days prior to the date the reduced Conversion Price takes
effect, and such notice shall state the reduced Conversion Price and the period
during which it will be in effect.

     (j)  No adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least one percent (1%) in
such price; provided, however, that any adjustments that by reason of this
Section 4.05(j) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Article 4
shall be made by the Issuer and shall be made to the nearest cent or to the
nearest one-hundredth (1/100) of a share, as the case may be. No adjustment need
be made for rights to purchase Common Stock pursuant to a Issuer plan for
reinvestment of dividends or interest. To the extent the Notes become
convertible into cash, assets, property or securities (other than capital stock
of the Issuer), no adjustment need be made thereafter as to the cash, assets,
property or such securities. Interest will not accrue on the cash.

     (k)  Whenever the Conversion Price is adjusted as herein provided, the
Issuer shall promptly file with the Trustee and any conversion agent other than
the Trustee an Officer's Certificate setting forth the Conversion Price after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Unless and until a Responsible 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 Price and may assume that the last
Conversion Price of which it has knowledge is still in effect. Promptly after
delivery of such certificate, the Issuer shall prepare a notice of such
adjustment of

                                     S-23
<PAGE>

the Conversion Price setting forth the adjusted Conversion Price and the date on
which each adjustment becomes effective and shall mail such notice of such
adjustment of the Conversion Price to the holder of each Note at his last
address appearing on the Note register provided for in Section 2.08 of the
Indenture, within twenty (20) days after execution thereof. Failure to deliver
such notice shall not affect the legality or validity of any such adjustment.

     (l)  In any case in which this Section 4.05 provides that an adjustment
shall become effective immediately, after (1) a record date or Record Date for
an event, (2) the date fixed for the determination of stockholders entitled to
receive a dividend or distribution pursuant to Section 4.05(a) hereof, (3) a
date fixed for the determination of stockholders entitled to receive rights or
warrants pursuant to Section 4.05(b) hereof, (4) the Expiration Time for any
tender or exchange offer pursuant to Section 4.05(f) hereof, or (5) the Offer
Expiration Time for a tender or exchange offer pursuant to Section 4.05(g)
hereof (each a "Determination Date"), the Issuer may elect to defer until the
occurrence of the relevant Adjustment Event (as hereinafter defined) (x) issuing
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 4.03
hereof. For purposes of this Section 4.05(1) hereof, 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) or clause (5) hereof, the
     date a sale or exchange of Common Stock pursuant to such tender or exchange
     offer is consummated and becomes irrevocable.

     (m)  For purposes of this Section 4.05, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Issuer but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Issuer will not pay
any dividend or

                                     S-24
<PAGE>

make any distribution on shares of Common Stock held in the treasury of the
Issuer.

     Section 4.6. 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 4.05(c) hereof applies), (ii) any consolidation, merger or
combination of the Issuer 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, or (iii) any sale or conveyance of all or substantially all of the
properties and assets of the Issuer 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 Issuer or the successor or purchasing person, as the
case may be, shall execute with the Trustee a supplemental indenture (which
shall comply with the Trust Indenture Act as in force at the date of execution
of such supplemental indenture) providing that such 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, 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, sale or conveyance assuming such
holder of Common Stock did not exercise his rights of election, if any, as to
the kind or amount of stock, other securities or other property or assets
(including cash) receivable upon such reclassification, change, consolidation,
merger, combination, 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, sale or
conveyance is not the same for each share of Common Stock in respect of which
such rights of election shall not have been exercised ("non-electing share"),
then for the purposes of this Section 4.06 the kind and amount of stock, other
securities or other property or assets (including cash) receivable upon such
reclassification, change, consolidation, merger, combination, sale or conveyance
for each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares). Such
supplemental indenture shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
4.

     The Issuer 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 2.08 of the Indenture, within twenty (20)

                                     S-25
<PAGE>

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.

     If this Section 4.06 applies to any event or occurrence, Section 4.05
hereof shall not apply.

     Section 4.7. Taxes on Shares Issued. The issue of stock certificates on
conversions of Notes shall be made without charge to the converting Noteholder
for any tax in respect of the issue thereof. The Issuer shall not, however, be
required to pay any 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 Issuer 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 Issuer the amount of such tax or shall have
established to the satisfaction of the Issuer that such tax has been paid.

     Section 4.8. Reservation of Shares; Shares to be Fully Paid; Compliance
with Governmental Requirements; Listing of Common Stock. The Issuer 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 reducing the
Conversion Price below the then par value, if any, of the shares of Common Stock
issuable upon conversion of the Notes, the Issuer will take all corporate action
which may, in the opinion of its counsel, be necessary in order that the Issuer
may validly and legally issue shares of such Common Stock at such adjusted
Conversion Price.

     The Issuer 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
Issuer and free from all taxes, liens and charges with respect to the issue
thereof.

     The Issuer 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 Issuer will in good faith
and as expeditiously as possible, to the extent then permitted by the rules and

                                     S-26
<PAGE>

interpretations of the Securities and Exchange Commission (or any successor
thereto), endeavor to secure such registration or approval, as the case may be.

     The Issuer 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 Issuer 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,
however, that, if the rules of such exchange or automated quotation system
permit the Issuer 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 Issuer 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 4.9. 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 Price or whether any facts exist
which may require any adjustment of the Conversion Price, 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 Issuer 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 Issuer contained in
this Article 4. 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 4.06 hereof 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 4.06 hereof or to any adjustment to be made with respect thereto,
but, subject to the provisions of Section 6.01 of the Indenture, may accept as
conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, the Officer's Certificate (which the Issuer shall be
obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.

                                     S-27
<PAGE>

     Section 4.10.  Notice to Holders Prior to Certain Actions.  In case:

     (a)  the Issuer shall declare a dividend (or any other distribution) on its
Common Stock that would require an adjustment in the Conversion Price pursuant
to Section 4.05; or

     (b)  the Issuer 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
Issuer (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 Issuer is a
party and for which approval of any stockholders of the Issuer is required, or
of the sale or transfer of all or substantially all of the assets of the Issuer
or any Significant Subsidiary; or

     (d)  of the voluntary or involuntary dissolution, liquidation or winding up
of the Issuer or any Significant Subsidiary;

the Issuer 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 2.08 of the 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, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up.

                                   S-28
<PAGE>

                                   Article 5

                           Miscellaneous Provisions

     Section 5.01. Supplemental Indenture. The Indenture, as supplemented and
amended by this First Supplemental Indenture, is in all respects hereby adopted,
ratified and confirmed.

     Section 5.02. Counterparts. This First Supplemental 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 5.03. Governing Law. This First Supplemental Indenture and the form
of Note attached hereto as an exhibit 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 regard to the
conflict of laws provisions thereof.

                                     S-29
<PAGE>

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


                                        NVIDIA CORPORATION


                                        By___________________________
                                          Name:
                                          Title:


                                        CHASE MANHATTAN BANK AND
                                           TRUST COMPANY, NATIONAL
                                           ASSOCIATION, as Trustee


                                        By___________________________
                                          Name:
                                          Title:

                                     S-30
<PAGE>

                                   EXHIBIT A

     For Registered Global Security only: 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 ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS 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.

                                      A-1
<PAGE>

                              NVIDIA CORPORATION

                   .% CONVERTIBLE SUBORDINATED NOTE DUE 2007



No.: ______                                           CUSIP: ______________

                                                      $ ___________________


     NVIDIA Corporation, a corporation duly organized and validly existing under
the laws of the State of Delaware (herein called the "Issuer", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received hereby promises to pay to
___________________________ registered assigns, the principal sum
of_____________________ ($______________) on ., 2007 at the office or agency of
the Issuer 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, semi-annually on . and . of each year, commencing .,
2000, on said principal sum at said office or agency, in like coin or currency,
at the rate per annum of .%, from . or ., 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 ., 2000, until payment of
said principal sum has been made or duly provided for.  Notwithstanding the
foregoing, if the date hereof is after any . or ., as the case may be, and
before the following . or ., this Note shall bear interest from such . or .,
provided, however, that if the Issuer shall default in the payment of interest
due on such . or ., then this Note shall bear interest from the next preceding .
or . 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 ., 2000.  Except as otherwise
provided in the Indenture, the interest payable on the Note pursuant to the
Indenture on any . or . 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 . or . (whether or not a Business Day) next preceding such . or .,
as provided in the Indenture; provided, however, that any such interest not
punctually paid or duly provided for shall be payable as provided in the
Indenture. Interest shall be paid by transfer to an account maintained by such
Person located in the United States; provided, however, that payments to the
Depositary will be made by wire transfer of immediately available funds to the
account of the Depositary or its nominee.

                                      A-2
<PAGE>

     Reference is made to the further provisions of this Note set forth on the
reverse hereof, including, without limitation, provisions subordinating the
payment of principal of and premium, if any, and interest on the Notes to the
prior payment in full of all Senior Indebtedness, as defined in the Indenture,
and provisions giving the holder of this Note the right to convert this Note
into Common Stock of the Issuer 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 regard to principles of
conflicts 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.

                                      A-3
<PAGE>

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


                                     NVIDIA CORPORATION


                                     By: _________________________________
                                     Name: _______________________________
                                     Title: ______________________________

     ___________

Attest:
Name:
Title:

Dated: ________________


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

[By:_____________________________
    Name:
    Title:
                         ,or

By:_____________________________]
    As Authenticating Agent
    (if different from Trustee)

                                      A-4
<PAGE>

                            FORM OF REVERSE OF NOTE

                               NVIDIA CORPORATION

                   .% CONVERTIBLE SUBORDINATED NOTE DUE 2007

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its .% Convertible Subordinated Notes due 2007 (herein called the
"Notes"), limited to the aggregate principal amount of $. all issued or to be
issued under and pursuant to an Indenture dated as of ., 2000, as supplemented
by the First Supplemental Indenture dated as of ., 2000 (as supplemented, the
"Indenture"), between the Issuer and Chase Manhattan Bank and Trust Company,
National Association., as trustee (herein called the "Trustee"), to which
Indenture and all other indentures (if any) supplemental thereto reference is
hereby made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Issuer and the holders of
the Notes.

     In case certain Events of Default (as defined in the Indenture) shall have
occurred and be continuing, the principal of, 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 Issuer and the Trustee,
with the consent of the holders of not less than 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, however, that no
such supplemental indenture shall (a)(i) extend the final maturity of the Notes,
(ii) reduce the principal amount hereof, (iii) reduce the rate or extend the
time of payment of interest hereon, (iv) reduce any amount payable on redemption
hereof, (v) make the principal hereof, or interest hereon payable in any coin or
currency other than that provided herein or in accordance with the terms hereof,
(vi) modify or amend any provisions relating to the conversion or exchange of
the Notes, including the determination of the amount of securities or other
property (or cash) into which the Notes shall be converted or exchanged, (vii)
alter the provisions of Section 11.11 or 11.12 of the Indenture or impair or
affect the right of any Noteholder to institute suit for the payment hereof or
any right of repayment at the option of the Noteholder, in each case without the
consent of the Holder of each Note so affected, or (b) reduce the aforesaid
percentage of Notes, the consent of the Holders of which is required for any
such supplemental indenture, without

                                      A-5
<PAGE>

the consent of the Holders of each Note so affected. 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 respect of a covenant or provisions of the
Indenture which under Article 8 of the Indenture cannot be modified 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.

     The indebtedness evidenced by the Notes is, to the extent and in the manner
provided in the Indenture, expressly subordinated and subject in right of
payment to the prior payment in full of all Senior Indebtedness of the Issuer,
whether outstanding at the date of the Indenture or thereafter incurred, and
this Note is issued subject to the provisions of the Indenture with respect to
such subordination. Each holder of this Note, by accepting the same, agrees to
and shall be bound by such provisions and authorizes the Trustee on its behalf
to take such action as may be necessary or appropriate to effectuate the
subordination so provided and appoints the Trustee his attorney-in-fact for such
purpose.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, 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 integral multiple of $1,000. At
the office or agency of the Issuer 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.

     The Notes will not be redeemable at the option of the Issuer prior to .. At
any time on or after ., and prior to maturity, the Notes may be redeemed at the
option of the Issuer, in whole or in part, upon mailing a notice of such
redemption

                                      A-6
<PAGE>

not less than 30 days but not more than 60 days before the date fixed for
redemption to the holders of Notes at their last registered addresses, all as
provided in the Indenture, at the following optional redemption prices
(expressed as percentages of the principal amount), together in each case with
accrued and unpaid interest to, but excluding, the date fixed for redemption:

                                                               Redemption
    Period                                                        Price
    ------                                                     -----------

    Beginning on [INSERT DATE AFTER RELEVANT INTEREST.......            .%
    PAYMENT DATE] and ending on .
    Beginning on . and ending on ...........................             .
    Beginning on . and ending on ...........................             .
    Beginning on . and ending on ...........................             .

and 100% on .; provided, however, that if the date fixed for redemption is on a
 . or ., then the interest payable on such date shall be paid to the holder of
record on the preceding . or ., respectively.

     The Issuer 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 anytime prior to ., the Notes will be
redeemable on the 30th day after notice thereof (the "Repurchase Date") at the
option of the holder of the Notes at a redemption price equal to 100% of the
principal amount thereof, together with accrued interest to (but excluding) the
date of redemption; provided, however, that, if such Repurchase Date is a . or
 ., the interest payable on such date shall be paid to the holder of record of
the Notes on the preceding . or ., respectively. The Notes will be redeemable in
multiples of $1,000 principal amount. The Issuer 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 Issuer must receive at the office or agency of the
Issuer 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).

                                      A-7
<PAGE>

     Subject to the provisions of the Indenture, the holder hereof has the
right, at its option, at any time after the original issuance of any Notes
through the close of business on the final maturity date of the Notes, or, as to
all or any portion hereof called for redemption, prior to the close of business
on the Business Day immediately preceding the date fixed for redemption (unless
the Issuer shall default in payment due upon redemption thereof), to convert the
principal hereof or any portion of such principal which is $1,000 or an integral
multiple thereof into that number of shares of the Issuer's Common Stock (as
such shares shall be constituted at the date of conversion) obtained by dividing
the principal amount of this Note or portion thereof to be converted by the
Conversion Price of $., as may adjusted from time to time as provided in the
Indenture, upon surrender of this Note, together with a conversion notice as
provided in the Indenture (the form entitled "Conversion Notice" on the reverse
hereof), to the Issuer at the office or agency of the Issuer maintained for that
purpose in accordance with the terms of the Indenture, or at the option of such
holder, the Corporate Trust Office, and, unless the shares issuable on
conversion are to be issued in the same name as this Note, duly endorsed by, or
accompanied by instruments of transfer in form satisfactory to the Issuer duly
executed by, the holder or by his duly authorized attorney. No adjustment in
respect of interest on any Note converted or dividends on any shares issued upon
conversion of such Note will be made upon any conversion except as set forth in
the next sentence. If this Note (or portion hereof) is surrendered for
conversion during the period from the close of business on any record date for
the payment of interest to the close of business on the Business Day preceding
the following interest payment date and either (x) has not been called for
redemption on a redemption date that occurs during such period or (y) is not to
be redeemed in connection with a Fundamental Change on a Repurchase Date that
occurs during such period, this Note (or portion hereof being converted) must be
accompanied by an amount, in New York Clearing House funds or other funds
acceptable to the Issuer, equal to the interest payable on such interest payment
date on the principal amount being converted; provided, however, that no such
payment shall be required if there shall exist at the time of conversion a
default in the payment of interest on the Notes. No fractional shares will be
issued upon any conversion, but an adjustment and payment in cash will be made,
as provided in the Indenture, in respect of any fraction of a share which would
otherwise be issuable upon the surrender of any Note or Notes for conversion. A
Note in respect of which a holder is exercising its right to require redemption
upon a Fundamental Change may be converted only if such holder withdraws its
election to exercise such right in accordance with the terms 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 date fixed for redemption, 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 Issuer

                                      A-8
<PAGE>

(i) to purchase such Notes from the holders thereof and convert them into shares
of the Issuer'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 Issuer 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 Issuer, 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 Issuer 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 Issuer 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 Issuer 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 Issuer or of any successor corporation,
either directly or through the Issuer 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.

     This Note shall be deemed to be a contract made under the laws of New York,
and for all purposes shall be construed in accordance with the laws of New York,
without regard to principles of conflicts of laws.

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

                                      A-9
<PAGE>

                                  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.

<TABLE>
<S>                                     <C>
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 survivorship and not as     under Uniform Gifts to Minors Act
           tenants in common              ___________________________________________
                                                              (State)
</TABLE>


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

                                     A-10
<PAGE>

                               CONVERSION NOTICE

TO: NVIDIA CORPORATION
    CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION

     The undersigned registered owner of this Note hereby irrevocably exercises
the option to convert this Note, or the portion thereof (which is $1,000 or an
integral multiple thereof) below designated, into shares of Common Stock of
NVIDIA 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. If shares or any portion of this Note not converted are to be
issued in the name of a person other than the undersigned, the undersigned will
provide the appropriate information below and pay all transfer taxes payable
with respect thereto. Any amount required to be paid by the undersigned on
account of interest accompanies this Note.

     __________________________________

Dated:                                          ________________________________


                                                Signature(s)

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

                                                Signature Guarantee

                                     A-11
<PAGE>

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

___________________________________

(Name)


(Street Address)


(City, State and Zip Code)


Please print name and address


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


$


Social Security or Other Taxpayer
Identification Number:

                                     A-12
<PAGE>

              OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE

TO: NVIDIA CORPORATION
    CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION

   The undersigned registered owner of this Note hereby irrevocably acknowledges
receipt of a notice from NVIDIA Corporation (the "Issuer") as to the occurrence
of a Fundamental Change with respect to the Issuer and requests and instructs
the Issuer 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 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, such repayment date, to the registered
holder hereof.


Dated:_________________________             ___________________________




                                            Signature(s)

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

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

                                            $
                                            Social Security or Other
                                            Taxpayer Identification Number


                                     A-13
<PAGE>

                                   ASSIGNMENT

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

                                          ____________________________________

Dated: ___________________


                                          Signature(s)

                                          Signature(s) must be guaranteed by an
                                          "eligible guarantor institution"
                                          meetin 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

NOTICE: The signature of the conversion notice, the option to elect repayment
upon a Fundamental Change 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.
</TEXT>
</DOCUMENT>
</SUBMISSION>
