EXHIBIT 4.1 SUPPLEMENTAL INDENTURE

EXHIBIT 4.1

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SUPPLEMENTAL INDENTURE

BETWEEN

DIAMOND OFFSHORE DRILLING, INC.

AND

THE CHASE MANHATTAN BANK

DATED AS OF FEBRUARY __, 1997

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2

TABLE OF CONTENTS

ARTICLE I. SCOPE OF THIS SUPPLEMENTAL INDENTURE
Section 1.1 Changes, etc. Applicable Only to the 1997A Notes . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II. AMENDMENTS TO THE INDENTURE; DEFINITION OF TERMS
Section 2.1 Amendment to Section 101 of the Indenture . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.2 Amendment to Article Ten of the Indenture . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2.3 Amendment to Section 501 of the Indenture . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.4 Amendment of Section 403 of the Indenture . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE III. 1997A NOTE FORM
Section 3.1 Form of 1997A Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE IV. GENERAL TERMS AND CONDITIONS OF THE 1997A NOTES
Section 4.1 Designation, Title and Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 4.2 Amendments to Section 305 of the Indenture . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 4.3 Amendment to Section 307 of the Indenture . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 4.4 Form of Legend for Global Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE V. REDEMPTION OF THE 1997A NOTES
Section 5.1 Right of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 5.2 Amendment to Section 1103 of the Indenture . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 5.3 Amendment to Section 1104 of the Indenture . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 5.4 Amendment to Section 1105 of the Indenture . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 5.5 No Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE VI. CONVERSION OF 1997A NOTES
Section 6.1 Conversion Privilege and Conversion Price . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 6.2 Exercise of Conversion Privilege . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 6.3 Fractions of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 6.4 Adjustment of Conversion Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 6.5 Notice of Adjustments of Conversion Price . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 6.6 Notice of Certain Corporate Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Section 6.7 Company to Reserve Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 6.8 Taxes on Conversions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 6.9 Covenant as to Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 6.10 Cancellation of Converted 1997A Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 6.11 Provisions in Case of Reclassification . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE VII. SUBORDINATION OF 1997A NOTES
Section 7.1 1997A Notes Subordinate to Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . 30
Section 7.2 Payment Over of Proceeds upon Dissolution, Etc . . . . . . . . . . . . . . . . . . . . . . 31
Section 7.3 No Payment When Senior Indebtedness in Default . . . . . . . . . . . . . . . . . . . . . . 32
Section 7.4 Payment Permitted If No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 7.5 Subrogation to Rights of Holders of Senior Indebtedness . . . . . . . . . . . . . . . . . . 33
Section 7.6 Provisions Solely To Define Relative Rights . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 7.7 Trustee To Effectuate Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 7.8 No Waiver of Subordination Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 7.9 Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 7.10 Reliance on Judicial Order or Certificate of Liquidating Agent . . . . . . . . . . . . . . 36
Section 7.11 Trustee Not Fiduciary for Holders of Senior Indebtedness . . . . . . . . . . . . . . . . . 37
Section 7.12 Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's Rights . . . 37
Section 7.13 Article Applicable to Paying Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 7.14 Certain Conversions Deemed Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE VIII. RIGHT TO REQUIRE REPURCHASE
Section 8.1 Right to Require Purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 8.2 Notice; Method of Exercising Repurchase Right . . . . . . . . . . . . . . . . . . . . . . . 39
Section 8.3 Deposit of Repurchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 8.4 1997A Notes Not Repurchased on Repurchase Date . . . . . . . . . . . . . . . . . . . . . . 40
Section 8.5 1997A Notes Repurchased in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 8.6 Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE IX. MISCELLANEOUS
Section 9.1 Conflict of Any Provision of Indenture with Trust Indenture Act of 1939 . . . . . . . . . . 42

Section 9.2 New York Law to Govern . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 9.3 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 9.4 Effect of Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 9.5 Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 9.6 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 9.7 Benefit of Supplemental Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 9.8 Acceptance by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 9.9 Ratification of Indenture; Supplemental Indenture Controls; Scope of Supplemental
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

iii

SUPPLEMENTAL INDENTURE

THIS SUPPLEMENTAL INDENTURE dated as of February ___, 1997 (the
"Supplemental Indenture"), to the Indenture, dated as of February ___, 1997
(the "Indenture"), between DIAMOND OFFSHORE DRILLING, INC., a Delaware
corporation (hereinafter called the "Company"), and THE CHASE MANHATTAN BANK, a
bank incorporated and existing under the laws of the State of New York
(hereinafter called the "Trustee").

RECITALS

WHEREAS, the Company has duly authorized the execution and delivery of
the Indenture to provide for the issuance from time to time of its debentures,
notes, bonds or other evidences of indebtedness (hereinafter called the
"Securities") to be issued in one or more fully registered series, as in the
Indenture provided;

WHEREAS, the Company desires and has requested the Trustee to join it
in the execution and delivery of this Supplemental Indenture in order to
establish and provide for the issuance by the Company of a series of Securities
designated as its ____% Convertible Subordinated Notes due 2007 (the "1997A
Notes"), a specimen copy of which is attached hereto as Exhibit A, on the terms
set forth herein;

WHEREAS, Section 901 of the Indenture provides that a supplemental
indenture may be entered into by the Company and the Trustee without the
consent of any holder of any Securities to, inter alia, establish any form of
Security as provided in Article Two of the Indenture and to provide for the
issuance of any series of Securities as provided in Article Three of the
Indenture and to set forth the terms thereof, provided certain conditions are
met;

WHEREAS, the conditions set forth in the Indenture for the execution
and delivery of this Supplemental Indenture have been complied with; and

WHEREAS, all things necessary to make this Supplemental Indenture a
valid agreement of the Company and the Trustee, in accordance with its terms,
and a valid amendment of, and supplement to, the Indenture have been done.

NOW, THEREFORE:

There is hereby established a series (as that term is used in Article
Two of the Indenture) of Securities to be issued under the Indenture, which
series of Securities shall

have the terms set forth herein and in the 1997A Notes, and in consideration of
the premises and the purchase and acceptance of the 1997A Notes by the holders
thereof, the Company mutually covenants and agrees with the Trustee, for the
equal and proportionate benefit of all holders of the 1997A Notes, that the
Indenture is supplemented and amended, to the extent and for the purposes
expressed herein, as follows:

ARTICLE I.

SCOPE OF THIS SUPPLEMENTAL INDENTURE

Section 1.1 Changes, etc. Applicable Only to the 1997A Notes.

The changes, modifications and supplements to the Indenture effected
by this Supplemental Indenture shall be applicable only with respect to, and
govern the terms of, the 1997A Notes, which shall be limited in aggregate
principal amount to (a) $350,000,000 plus (b) such aggregate principal amount
(which may not exceed $50,000,000 principal amount) of 1997A Notes as shall
be purchased by the Underwriters (as such term is defined in the Underwriting
Agreement) on the Optional Closing Date (as such term is defined in the
Underwriting Agreement) pursuant to the Underwriting Agreement dated January
___, 1997 (the "Underwriting Agreement") between the Company and Credit Suisse
First Boston Corporation, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and
Salomon Brothers Inc, and shall not apply to any other Securities which may be
issued under the Indenture unless a supplemental indenture with respect to such
other Securities specifically incorporates such changes, modifications and
supplements. Capitalized terms used but not otherwise defined in this
Supplemental Indenture shall have the meaning assigned to such terms in the
Indenture.

ARTICLE II.

AMENDMENTS TO THE INDENTURE; DEFINITION OF TERMS

Section 2.1 Amendment to Section 101 of the Indenture.

Section 101 of the Indenture is hereby amended by adding the following
definitions in their proper alphabetical order:

"Beneficial Owner" shall have the meaning set forth in Section 8.6.

"Change in Control" shall have the meaning set forth in Section 8.6.

"Closing Price" of any common stock on any day shall mean the last
reported 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 of such common stock, in each case on the New York Stock Exchange
or, if the common stock is not listed or admitted to trading on such exchange,
on the principal national securities exchange on which such common stock is
listed or admitted to trading, or, if not listed or admitted to trading on any
national securities exchange, the average of the closing bid and asked prices
as furnished by any New York Stock Exchange member firm selected from time to
time by the Board of Directors of the Company for that purpose or, if not so
available in such manner, as otherwise determined in good faith by the Board of
Directors.

"Commencement Date" shall have the meaning set forth in Section 6.4.

"Common Stock" includes any stock of any class of the Company which
has no preference in respect of dividends or of amounts payable in the event of
any voluntary or involuntary liquidation, dissolution or winding-up of the
Company and which is not subject to redemption by the Company. However,
subject to the provisions of Section 6.4, shares issuable on conversion of a
1997A Note shall include only shares of the class designated as Common Stock of
the Company at the date of this instrument or shares of any class or classes
resulting from any reclassification or reclassifications thereof and which have
no preference in respect of the payment of dividends or of amounts payable in
the event of any voluntary or involuntary liquidation, dissolution or
winding-up of the Company and which are not subject to redemption by the
Company; provided that if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable shall be
substantially in the proportion which the total number of shares of such class
resulting from all such reclassifications bears to the total number of shares
of all such classes resulting from all such reclassifications.

"Company" shall have the meaning set forth in the introductory
paragraph hereto.

"Consolidated Net Worth" shall mean, at any time, the Net Worth of the
Company and its Subsidiaries on a consolidated basis determined in accordance
with GAAP.

"corporation" shall means a corporation, association, joint-stock
company or business trust.

"Current Event" shall have the meaning set forth in Section 6.4.

"Exchange Act" shall mean the Securities and Exchange Act of 1934, as
amended.

"Expiration Time" shall have the meaning set forth in Section 6.4.

"Fleet Rigs" shall mean any offshore drilling rig or vessel owned from
time to time by the Company and its Subsidiaries.

"GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect on the date of this Supplemental
Indenture.

"Group" shall have the meaning set forth in Section 8.6.

"Indenture" shall have the meaning set forth in the introductory
paragraph hereto.

"Issue Date" shall mean the date of first issuance of the 1997A Notes.

"Net Worth" shall mean, at any time with respect to the Company or a
Subsidiary thereof, the net worth of the Company or such Subsidiary, as the
case may be, determined in accordance with GAAP.

"1997A Notes" shall have the meaning assigned to such term in the
recitals hereto.

"Notice of Default" shall mean a written notice of the kind specified
in Section 501(4) or 501(5).

"Other Event" shall have the meaning set forth in Section 6.4.

"Permitted Holders" shall have the meaning set forth in Section 8.6.

"Purchased Shares" shall have the meaning set forth in Section 6.4.

"Reference Date" shall have the meaning set forth in Section 6.4.

"Repurchase Date" shall have the meaning set forth in Section 8.1.

"Repurchase Price" shall have the meaning set forth in Section 8.1.

"Securities" shall have the meaning set forth in the recitals hereto.

"Senior Indebtedness" shall mean the principal of and premium, if any,
and interest on all indebtedness of the Company for money borrowed, other than
the 1997A Notes, whether outstanding on the date of execution of the Indenture
or thereafter created, incurred, guaranteed or assumed, except such
indebtedness that by the terms of the instrument or instruments by which such
indebtedness was created or incurred expressly provides that it (1) is junior
in right of payment to the 1997A Notes or any other indebtedness of the Company
for borrowed money or (2) ranks pari passu in right of payment to the 1997A
Notes. The term "indebtedness for money borrowed" when used with respect to
the Company means (1) any obligation of, or any obligation guaranteed by, the
Company for the repayment of borrowed money, whether or not evidenced by bonds,
debentures, notes or other written instruments, (2) all obligations of the
Company with respect to interest rate hedging agreements to hedge interest
rates relating to Senior Indebtedness of the Company, (3) any deferred payment
obligation of, or any such obligation guaranteed by, the Company for the
payment of the purchase price of property or assets evidenced by a note or
similar instrument, and (4) any obligation of, or any such obligation
guaranteed by, the Company for the payment of rent or other amounts under a
lease of property or assets which obligation is required to be classified and
accounted for as a capitalized lease on the balance sheet of the Company under
GAAP.

"Significant Subsidiary" shall mean any Subsidiary, the Net Worth of
which represents not more than 10% of the Consolidated Net Worth of the Company
and its Subsidiaries.

"Supplemental Indenture" shall have the meaning set forth in the
introductory paragraph hereto.

"Trading Day" shall mean a Monday, Tuesday, Wednesday, Thursday and
Friday, other than any day on which securities are not traded on the applicable
securities exchange in the applicable securities market.

"Trustee" shall have the meaning set forth in the introductory
paragraph hereto.

"Underwriting Agreement" shall have the meaning set forth in Section
1.1.

"United States" shall mean the United States of America (including the
States thereof and the District of Columbia), its territories, its possessions
and other areas subject to its jurisdiction.

Section 2.2 Amendment to Article Ten of the Indenture.

Article Ten of the Indenture is hereby amended by adding the following
sections thereto:

Section 1006. Maintenance of Properties. The Company will cause all
properties used or useful in the conduct of its business or the business of any
Subsidiary to be maintained and kept in good condition, repair and working
order, normal wear and tear excepted, and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section 1006 shall prevent the Company from discontinuing the
operation or maintenance of any of such properties, or disposing of any of
them, if such discontinuance or disposition is, in the judgment of the Company,
desirable in the conduct of its business or the business of any Subsidiary.

Section 1007. Payment of Taxes and Other Claims. The Company will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a material lien
upon the property of the Company or any Subsidiary; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or

claim whose amount, applicability or validity is being contested in good faith
by appropriate proceedings.

Section 1008. Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any covenant or condition set forth in
Sections 1005 to 1007, inclusive, if before the time for such compliance the
Holders of at least a majority in principal amount of the Outstanding 1997A
Notes shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.

Section 2.3 Amendment to Section 501 of the Indenture.

Section 501 of the Indenture is hereby amended by deleting subsections
(1), (2), (3), (4), (5) and (6) thereof, and inserting the following as new
subsections (1), (2), (3), (4), (5) and (6) thereof:

(1) default in the payment of any interest upon any 1997A
Note when it becomes due and payable, and continuance of such default
for a period of 30 days, whether or not such payment is prohibited by
the terms of Article VII of this Supplemental Indenture; or

(2) default in the payment of the principal of (or
premium, if any, on) any 1997A Note at its Maturity, whether or not
such payment is prohibited by the terms of Article VII of this
Supplemental Indenture; or

(3) default by the Company in the performance, or breach,
of any covenant or warranty of the Company in this Indenture (other
than a covenant or warranty a default in whose performance or whose
breach is elsewhere in this Section 501 specifically dealt with), and
continuance of such default or breach for a period of 60 days after
there has been given, by registered or certified mail, to the Company
by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding 1997A Notes a written
notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default"
hereunder; or

(4) a default under any bonds, debentures, notes or other
evidences of indebtedness for money borrowed by the Company or a
Subsidiary or under any mortgages, indentures or instruments under
which there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed by the Company or a
Subsidiary, whether such indebtedness now exists or shall hereafter be
created, which indebtedness, individually or in the aggregate, is in
excess of $25.0 million principal amount (excluding any such
indebtedness of any Significant Subsidiary, which indebtedness of such
Significant Subsidiary is nonrecourse to the Company or any other
Subsidiary), which default shall constitute a failure to pay any
portion of the principal of such indebtedness when due and payable
after the expiration of any applicable grace or cure period with
respect thereto or shall have resulted in such indebtedness becoming
or being declared due and payable prior to the date on which it would
otherwise have become due and payable, without such indebtedness
having been discharged, or such acceleration having been rescinded or
annulled, within a period of 10 days after there shall have been
given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding 1997A Notes a written notice
specifying such default and requiring the Company to cause such
indebtedness to be discharged or cause such acceleration to be
rescinded or annulled and stating that such notice is a "Notice of
Default" hereunder; or

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

order unstayed and in effect for a period of 60 consecutive days; or

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

Section 2.4 Amendment of Section 403 of the Indenture.

Section 403(1) shall be amended by adding the following sentence to
the end thereof:

Notwithstanding the foregoing, upon the Company's exercise of the
option set forth in this Section 403(1), the Company shall be deemed
to have been discharged from its obligations with respect to the
Outstanding 1997A Notes (other than those specified below), and the
provisions of Article VII of this Supplemental Indenture shall cease
to be effective, on the date the conditions set forth in this Section
403(1) are satisfied (hereinafter, "defeasance"). For this purpose,
such defeasance

means that the Company shall be deemed to have paid and discharged the
entire indebtedness represented by the Outstanding 1997A Notes and to
have satisfied all its other obligations under such 1997A Notes and
this Indenture insofar as such 1997A Notes are concerned (and the
Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which
shall survive until otherwise terminated or discharged hereunder: (A)
the rights of Holders of the 1997A Notes to receive, solely from the
trust fund described in Section 403(1)(a) and as more fully set forth
in such Section, payments in respect of the principal of, premium, if
any, and interest on, such 1997A Notes when such payments are due, (B)
the Company's obligations with respect to such 1997A Notes under
Sections 304, 305, 306, 1002 and 1003 of the Indenture and Article VI
and Article VIII of this Supplemental Indenture, (C) the rights,
powers, trusts, duties and immunities of the Trustee set forth in
Section 403(3) of the Indenture and (D) this Article IV. Subject to
compliance with this Article IV, the Company may exercise its option
under this Section 403(1) notwithstanding its prior exercise of its
option under Section 403(2).

Section 403(2) shall be amended by adding the following sentence at
the end thereof:

Notwithstanding the foregoing, upon the Company's exercise of the
option set forth in this Section 403(2), (i) the Company shall be
released from its obligations under Sections 1004, 1005, 1006 and
1007, (ii) the occurrence of an event specified in Section 501(4)
(with respect to any of Sections 1004, 1005, 1006 or Section 1007) and
501(5) shall not be deemed to be an Event of Default and (iii) the
provisions of Article VII of this Supplemental Indenture shall cease
to be effective on and after the date the conditions set forth in this
Section 403(2) are satisfied (hereinafter, "covenant defeasance").
For this purpose, such covenant defeasance means that the Company may
omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Section or
Article, whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or Article or by reason

of any reference in any such Section or Article to any other provision
herein or in any other document, but the remainder of this Indenture
and such 1997A Notes shall be unaffected thereby.

Each of Section 403(1)(c) and 403(2)(c) of the Indenture shall be
amended to read in its entirety as follows:

(c) no Event of Default or event which, after notice or
lapse of time or both, would become an Event of Default, shall have
occurred and be continuing on the date of deposit or, in the case of
an Event of Default set forth in Section 501(5) or (6) with respect to
the Company, at any time during the 91-day period beginning on the
date of deposit; and

Section 403 shall be amended by the addition of paragraphs (4) and
(5), which shall read in their entirety as follows:

(4) Subject to the provisions of the penultimate paragraph of Section
1003, all money and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee (or other qualifying
trustee -- collectively, for purposes of this Section 403, the
"Trustee") pursuant to this Section 403 in respect of the 1997A Notes
shall be held in trust and applied by the Trustee, in accordance with
the provisions of such 1997A Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the
Holders of such 1997A Notes, of all sums due and to become due thereon
in respect of principal, premium, if any, and interest. Money so held
in trust shall not be subject to the provisions of Article VII of this
Supplemental Indenture.

The Company 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 this Section 403 or the principal
and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the
Outstanding 1997A Notes.

Anything in this Article IV to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon
Company Request any money or U.S. Government Obligations held by it as
provided in this Section 403 which, in the opinion of a nationally

recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess
of the amount thereof which would then be required to be deposited to
effect an equivalent defeasance or covenant defeasance.

(5) If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 403(1) or 403(2) by reason of any order or
judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the Company's
obligations under this Indenture and the 1997A Notes shall be revived
and reinstated as though no deposit had occurred pursuant to this
Article IV until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 403(1) or 403(2);
provided, however, that if the Company makes any payment of principal
of, premium, if any, or interest on any 1997A Note following the
reinstatement of its obligations, the Company shall be subrogated to
the rights of the Holders of such 1997A Notes to receive such payment
from the money held by the Trustee or the Paying Agent.

ARTICLE III.

1997A NOTE FORM

Section 3.1 Form of 1997A Note.

The 1997A Note and the Trustee's Certificate of Authentication to be
endorsed thereon shall be substantially in the form of Exhibit A to this
Supplemental Indenture.

ARTICLE IV.

GENERAL TERMS AND CONDITIONS OF THE 1997A NOTES

Section 4.1 Designation, Title and Terms.

There is hereby authorized a series of Securities designated the
"____% Convertible Subordinated Notes due 2007", limited in aggregate principal
amount to (a) $350,000,000 plus (b) such aggregate principal amount (which
may not exceed $50,000,000 principal amount) of 1997A Notes as may be
purchased by the Underwriters on the Optional Closing Date pursuant to the
Underwriting Agreement, which amount shall be as set forth in any Company Order
for

the authentication and delivery of 1997A Notes. The 1997A Notes will mature on
February 15, 2007 and bear interest at a rate of ____% per annum from
_____________, 1997, or from the most recent Interest Payment Date on which
interest has been paid or provided for, payable semi-annually on February 15
and August 15 of each year, commencing August 15, 1997, to the Holder at the
close of business on the preceding February 1 or August 1 (whether or not a
Business Day), as the case may be. Interest on the 1997A Notes will be computed
on the basis of a 360-day year comprised of twelve, 30-day months.

Principal of, and premium, if any, and interest on the 1997A Notes
will be payable, 1997A Notes may be presented for conversion and transfers of
the 1997A Notes will be registrable at the office or agency of the Company in
the Borough of Manhattan, The City of New York, and transfers of the 1997A
Notes will also be registrable at such other office or agency of the Company as
may be maintained for such purpose. In addition, payment of interest may be
made, at the option of the Company, by check mailed to the address of the
person entitled thereto as shown on the 1997A Notes Security Register.

The 1997A Notes will be redeemable as provided in Article V hereof.

The 1997A Notes will be convertible as provided in Article VI hereof.

The 1997A Notes will be subordinated in right of payment to Senior
Indebtedness of the Company as provided in Article VII hereof.

The 1997A Notes will be subject to repurchase by the Company, at the
option of the Holders, as provided in Article VIII hereof.

Section 4.2 Amendments to Section 305 of the Indenture.

Section 305 of the Indenture is hereby amended by inserting the
following at the end of such section:

Each Global Security representing 1997A Notes authenticated
under this Indenture shall be registered in the name of the Depositary
designated for such Global Security or a nominee thereof and delivered
to such Depositary or a nominee thereof or custodian therefor, and
each such Global Security shall constitute a single Security for all
purposes of this Indenture.

Any exchange of a Global Security representing 1997A Notes for
other Securities may be made in whole or in part, and all Securities
issued in exchange for a Global Security representing 1997A Notes or
any portion thereof shall be registered in such names as the
Depositary for such Global Security shall direct.

If at any time the Depositary for the 1997A Notes notifies the
Company that it is unwilling or unable to continue as Depositary for
the 1997A Notes or if at any time the Depositary for the 1997A Notes
shall no longer be qualified to serve as the Depositary, the Company
shall appoint a successor Depositary with respect to the 1997A Notes.
If a successor Depositary for the 1997A Notes is not appointed by the
Company within 90 days after the Company receives such notice or
becomes aware of such ineligibility, the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and
delivery of definitive 1997A Notes, will authenticate and deliver
1997A Notes of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of the Global Security
or Securities representing 1997A Notes in exchange for such Global
Security or Securities.

The Company may at any time and in its sole discretion
determine that 1997A Notes issued in the form of one or more Global
Securities shall no longer be represented by such Global Securities.
In such event, the Company will execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of definitive
1997A Notes, will authenticate and deliver 1997A Notes of like tenor
and terms in definitive form in an aggregate principal amount equal to
the principal amount of the Global Security or Securities representing
1997A Notes in exchange for such Global Security or Securities.

Notwithstanding any other provision in this Indenture, no
Global Security representing 1997A Notes may be transferred to, or
registered or exchanged for 1997A Notes registered in the name of, any
Person other than the Depositary for such Global Security or any
nominee thereof, and no such transfer may be registered, unless (1)
such Depositary (A) notifies the Company that it is unwilling or
unable to continue as Depositary for such Global Security or (B)
ceases to be qualified to serve as Depositary, (2) the Company
executes and delivers to the Trustee a Company Order that such Global
Security shall be so transferable, registrable and

exchangeable, and such transfers shall be registrable, or (3) there
shall have occurred and be continuing an Event of Default.
Notwithstanding any other provision in this Indenture, a Global
Security representing 1997A Notes to which the restriction set forth
in the preceding sentence shall have ceased to apply may be
transferred only to, and may be registered and exchanged for 1997A
Notes registered only in the name or names of, such Person or Persons
as the Depositary for such Global Security shall have directed and no
transfer thereof other than such a transfer may be registered.

Every 1997A Note authenticated and delivered upon registration
of transfer, or in exchange for or in lieu of, a Global Security
representing 1997A Notes to which the restriction set forth in the
first sentence of the preceding paragraph shall apply, whether
pursuant to this Section 305, Sections 304, 306 or otherwise, shall be
authenticated and delivered in the form of, and shall be, a Global
Security unless such 1997A Note Security is registered in the name of
a Person other than the Depositary for such Global Security or a
nominee thereof.

Section 4.3 Amendment to Section 307 of the Indenture.

Section 307 of the Indenture is hereby amended by inserting the
following at the end of such section:

In the case of any 1997A Note which is converted after any
Regular Record Date and on or prior to the corresponding Interest
Payment Date, interest on such 1997A Note whose Stated Maturity is
on such Interest Payment Date shall be deemed to continue to accrue
and shall be payable on such Interest Payment Date notwithstanding
such conversion and notwithstanding that such 1997A Note may have been
called for redemption on a Redemption Date within such period, and
such interest (whether or not punctually paid or duly provided for)
shall be paid to the Person in whose name that 1997A Note (or one or
more Predecessor Securities) is registered at the close of business on
such Regular Record Date. Except as otherwise expressly provided in
the immediately preceding sentence, in the case of any 1997A Note
which is converted, interest whose Stated Maturity is after the date
of conversion of such 1997A Note shall not be payable (although such
accrued and unpaid interest will be deemed paid by the appropriate
portion of the Common Stock received by the holders upon such
conversion).

Section 4.4 Form of Legend for Global Securities.

Every Global Security authenticated and delivered hereunder shall bear
a legend in substantially the following form:

This Security is a Global Security within the meaning of the
Indenture and Supplemental Indenture hereinafter referred to and is
registered in the name of a Depositary or a nominee of a Depositary.
This Security is exchangeable for Securities registered in the name of
a Person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture and Supplemental Indenture
and no transfer of this Security (other than a transfer of this
Security as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee
of the Depositary) may be registered except in such limited
circumstances.

ARTICLE V.

REDEMPTION OF THE 1997A NOTES

Section 5.1 Right of Redemption.

(a) Subject to the provisions of Article Eleven of the Indenture,
the Company shall have the right to redeem the 1997A Notes, in whole or in
part, at any time and from time to time, on or after February 15, 2001. Any
redemption pursuant to this paragraph will be made upon not less than 30 days
nor more than 60 days notice to the Holders of the 1997A Notes, at the
following Redemption Prices (expressed as percentages of the principal amount
of the 1997A Notes), if redeemed during the 12-month period beginning on
February 15 of the years set forth below:

Year Redemption Price
---- ----------------

2001 %
2002
2003
2004
2005

and thereafter at 100% of the principal amount thereof; in each case together
with accrued and unpaid interest to (but not including) the Redemption Date
(subject to the rights of Holders on any Regular Record Date to receive
interest due on

any Interest Payment Date that is on or prior to such Redemption Date).

Section 5.2 Amendment to Section 1103 of the Indenture.

Section 1103 of the Indenture is hereby amended by inserting the
following as the end of such section:

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

Section 5.3 Amendment to Section 1104 of the Indenture.

Section 1104 of the Indenture is hereby amended by inserting the
following clause (5) and renumbering clauses (5) and (6) thereof accordingly:

(5) The conversion price, the date on which the right to convert
the 1997A Notes will terminate and the place where such 1997A Notes
may be surrendered for conversion;

Section 5.4 Amendment to Section 1105 of the Indenture.

Section 1105 of the Indenture is hereby amended by inserting the
following at the end of such section:

If any Security called for redemption is converted, any money
deposited with the Trustee or with any Paying Agent or so segregated
and held in trust for the redemption of such Security shall (subject
to any right of the Holder of such Security or any Predecessor
Security to receive interest as provided in the last paragraph of
Section 307 of the Indenture) be paid to the Company upon Company
Request or, if then held by the Company, shall be released from such
trust.

Section 5.5 No Sinking Fund.

The 1997A Notes are not entitled to the benefit of any sinking fund.

ARTICLE VI.

CONVERSION OF 1997A NOTES

Section 6.1 Conversion Privilege and Conversion Price.

Subject to and upon compliance with the provisions of this Article VI,
at the option of the Holder thereof, any 1997A Note or any portion of the
principal amount thereof which is $1,000 or an integral multiple of $1,000 may
be converted at the principal amount thereof, or of such portion thereof, into
fully paid and nonassessable shares of Common Stock of the Company at any time
following the date of original issuance of 1997A Notes at the conversion price,
determined as hereinafter provided, in effect at the time of conversion. Such
conversion right shall expire at the close of business on the Business Day
immediately preceding February 15, 2007. In case a 1997A Note or portion
thereof is called for redemption, such conversion right in respect of the 1997A
Note or portion so called shall expire at the close of business on the Business
Day immediately preceding the corresponding Redemption Date, unless the Company
defaults in making the payment due upon redemption.

The price at which shares of Common Stock shall be delivered upon
conversion (herein called the "conversion price") shall be initially $_____ per
share of Common Stock. The conversion price shall be adjusted in certain
instances as provided in Section 6.4.

In case the Company shall, by dividend or otherwise, declare or make a
distribution on its Common Stock referred to in paragraph (4) or (5) of Section
6.4, including without limitation, dividends or distributions referred to in
the last sentence of paragraph (4) of Section 6.4, the Holder of each 1997A
Note, upon the conversion thereof pursuant to this Article VI subsequent to the
close of business on the date fixed for the determination of stockholders
entitled to receive such distribution and prior to the effectiveness of the
conversion price adjustment in respect of such distribution pursuant to
paragraph (4) or (5) of Section 6.4, shall also be entitled to receive for each
share of Common Stock into which such 1997A Note is converted, the portion of
the evidences of indebtedness, shares of capital stock, securities, cash and
assets so distributed applicable to one share of Common Stock, provided that,
at the election of the Company (whose election shall be evidenced by a Board
Resolution) with respect to all Holders so converting, the Company may, in lieu
of distributing to such Holder any portion of such distribution not consisting
of cash or

securities of the Company, pay such Holder an amount in cash equal to the fair
market value thereof (as determined in good faith by the Board of Directors,
whose determination shall be conclusive and described in a Board Resolution).
If any conversion of a 1997A Note described in the immediately preceding
sentence occurs prior to the payment date for a distribution to holders of
Common Stock which the Holder of the 1997A Note so converted is entitled to
receive in accordance with the immediately preceding sentence, the Company may
elect (such election to be evidenced by a Board Resolution) to distribute to
such Holder a due ▇▇▇▇ for the evidences of indebtedness, shares of capital
stock, securities, cash or assets to which such Holder is so entitled, provided
that such due ▇▇▇▇ (i) meets any applicable requirements of the principal
national securities exchange or other market on which the Common Stock is then
traded and (ii) requires payment or delivery of such evidences of indebtedness,
shares of capital stock, securities, cash or assets no later than the date of
payment or delivery thereof to holders of Common Stock receiving such
distribution.

Section 6.2 Exercise of Conversion Privilege.

In order to exercise the conversion privilege, the Holder of any 1997A
Note to be converted shall surrender such 1997A Note, duly endorsed or assigned
to the Company or in blank, at any office or agency maintained by the Company
pursuant to Section 1002 of the Indenture, accompanied by written notice (as
set forth in the form of Conversion Notice set forth as part of Exhibit A) to
the Company at such office or agency that the Holder elects to convert such
1997A Note or portion thereof.

Except as described in the last paragraph of Section 307 of the
Indenture (as amended hereby), no Holder of Securities will be entitled upon
conversion thereof to any payment or adjustment on account of accrued and
unpaid interest thereon (although such accrued and unpaid interest will be
deemed paid by the appropriate portion of the Common Stock received by the
holders upon such conversion) or on account of dividends on the shares of
Common Stock issued in connection therewith. Securities surrendered for
conversion during the period from the close of business on any Regular Record
Date to the opening of business on the corresponding Interest Payment Date
(except Securities called for redemption on a Redemption Date within such
period between and including such Regular Record Date and such Interest Payment
Date) must be accompanied by payment to the Company in New York Clearing House
Funds or other funds acceptable to the Company of an

amount equal to the interest payable on such Interest Payment Date on the
principal amount converted.

Securities shall be deemed to have been converted immediately prior to
the close of business on the day of surrender of such Securities for conversion
in accordance with the foregoing provisions, and at such time the rights of the
Holders of such Securities as Holders shall cease, and the Person or Persons
entitled to receive the Common Stock issuable upon conversion shall be treated
for all purposes as the record holder or holders of such Common Stock at such
time. As promptly as practicable on or after the conversion date, the Company
shall issue and shall deliver at such office or agency a certificate or
certificates for the number of full shares of Common Stock issuable upon
conversion, together with payment in lieu of any fraction of a share as
provided in Section 6.3.

In the case of any 1997A Note which is converted in part only, upon
such conversion the Company shall execute and the Trustee shall authenticate
and deliver to the Holder thereof, at the expense of the Company, a new 1997A
Note of authorized denominations in aggregate principal amount equal to the
unconverted portion of the principal amount of such 1997A Note.

Section 6.3 Fractions of Shares.

No fractional shares of Common Stock shall be issued upon conversion
of 1997A Notes. If more than one 1997A Note shall be surrendered for conversion
at one time by the same Holder, the number of full shares which shall be
issuable upon conversion thereof shall be computed on the basis of the
aggregate principal amount of the 1997A Notes (or specified portions thereof)
so surrendered. Instead of any fractional share of Common Stock which would
otherwise be issuable upon conversion of any 1997A Note (or specified portions
thereof), the Company shall pay a cash adjustment in respect of such fraction
in an amount equal to the same fraction of the Closing Price per share of the
Common Stock at the close of business on the day of conversion (or, if such day
is not a Trading Day, on the Trading Day immediately preceding such day).

Section 6.4 Adjustment of Conversion Price.

(1) In case the Company shall pay or make a dividend or other
distribution on its Common Stock exclusively in Common Stock or shall pay or
make a dividend or other distribution on any other class of capital stock of
the Company which

dividend or distribution includes Common Stock, the conversion price in effect
at the opening of business on the day next following the date fixed for the
determination of stockholders entitled to receive such dividend or other
distribution shall be reduced by multiplying such conversion price by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for such determination
and the denominator 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 next following the date fixed for such determination. For the purposes of
this paragraph (1), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but
shall include shares issuable in respect of scrip certificates issued in lieu
of fractions of shares of Common Stock. The Company shall not pay any dividend
or make any distribution on shares of Common Stock held in the treasury of the
Company.

(2) In case the Company shall pay or make a dividend or other
distribution on its Common Stock consisting exclusively of, or shall otherwise
issue to all holders of its Common Stock, rights, warrants or options entitling
the holders thereof to subscribe for or purchase shares of Common Stock at a
price per share less than the current market price per share (determined as
provided in paragraph (7) of this Section 6.4) of the Common Stock on the date
fixed for the determination of stockholders entitled to receive such rights,
warrants or options, the conversion price in effect at the opening of business
on the day following the date fixed for such determination shall be reduced by
multiplying such conversion price by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding at the close of business on
the date fixed for such determination plus the number of shares of Common Stock
which the aggregate of the offering price of the total number of shares of
Common Stock so offered for subscription or purchase would purchase at such
current market price and the denominator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock so offered for
subscription or purchase, such reduction to become effective immediately after
the opening of business on the day following the date fixed for such
determination. For the purposes of this paragraph (2), the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Company but shall include shares issuable in respect of scrip
certificates issued in lieu of

fractions of shares of Common Stock. The Company shall not issue any rights,
warrants or options in respect of shares of Common Stock held in the treasury
of the Company.

(3) 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 each 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.

(4) Subject to the last sentence of this paragraph (4), in case
the Company shall, by dividend or otherwise, distribute to all holders of its
Common Stock evidences of its indebtedness, shares of any class of capital
stock, securities, cash or property (excluding any rights, warrants or options
referred to in paragraph (2) of this Section 6.4, any dividend or distribution
paid exclusively in cash and any dividend or distribution referred to in
paragraph (1) of this Section 6.4), 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 effectiveness of the conversion price
reduction contemplated by this paragraph (4) by a fraction of which the
numerator shall be the current market price per share (determined as provided
in paragraph (7) of this Section) of the Common Stock on the date of such
effectiveness less the fair market value (as determined in good faith by the
Board of Directors, whose determination shall be conclusive and described in a
Board Resolution and shall, in the case of securities being distributed for
which prior thereto there is an actual or when issued trading market, be no
less than the value determined by reference to the average of the closing
prices in such market over the period specified in the succeeding sentence), on
the date of such effectiveness, of the portion of the evidences of
indebtedness, shares of capital stock, securities, cash and property so
distributed applicable to one share of Common Stock and the denominator shall
be such current market price per share of the Common Stock, such reduction to
become effective immediately prior to the opening of business on the day next
following the later of (a) the date fixed for the payment of such distribution
and

(b) the date 20 days after the notice relating to such distribution is given
pursuant to Section 6.6(a) (such later date of (a) and (b) being referred to as
the "Reference Date"). If the Board of Directors determines the fair market
value of any distribution for purposes of this paragraph (4) by reference to
the actual or when issued trading market for any securities comprising such
distribution, it must in doing so consider the prices in such market over the
same period used in computing the current market price per share pursuant to
paragraph (7) of this Section. For purposes of this paragraph (4), any dividend
or distribution that includes shares of Common Stock or rights, warrants or
options to subscribe for or purchase shares of Common Stock shall be deemed
instead to be (a) a dividend or distribution of the evidences of indebtedness,
cash, property, shares of capital stock or securities other than such shares of
Common Stock or such rights, warrants or options (making any conversion price
reduction required by this paragraph (4)) immediately followed by (b) a
dividend or distribution of such shares of Common Stock or such rights,
warrants or options (making any further conversion price reduction required by
paragraph (1) or (2) of this Section 6.4, except (i) the Reference Date of such
dividend or distribution as defined in this paragraph (4) shall be substituted
as "the date fixed for the determination of stockholders entitled to receive
such dividend or other distribution", "the date fixed for the determination of
stockholders entitled to receive such rights, warrants or options" and "the
date fixed for such determination" within the meaning of paragraphs (1) and (2)
of this Section 6.4 and (ii) 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
paragraph (1) of this Section 6.4).

(5) In case the Company shall, by dividend or otherwise, make a
distribution to all holders of its Common Stock exclusively in cash in an
aggregate amount that, together with (i) the aggregate amount of any other
distributions to all holders of its Common Stock made exclusively in cash
within the 12 months preceding the date of payment of such distribution and in
respect of which no conversion price adjustment pursuant to this paragraph (5)
has been made and (ii) the aggregate of any cash plus the fair market value (as
determined in good faith by the Board of Directors, whose determination shall
be conclusive and described in a Board Resolution), as of the expiration of the
tender or exchange offer referred to below, of consideration payable in respect
of any tender or exchange offer by the Company or a Subsidiary for all or any
portion of the Common

Stock concluded within the 12 months preceding the date of payment of such
distribution and in respect of which no conversion price adjustment pursuant to
paragraph (6) of this Section 6.4 has been made, exceeds 12.5% of the product
of the current market price per share (determined as provided in paragraph (7)
of this Section 6.4) of the Common Stock on the date fixed for stockholders
entitled to receive such distribution times the number of shares of Common
Stock outstanding on such date, the conversion price shall be reduced so that
the same shall equal the price determined by multiplying the conversion price
in effect immediately prior to the effectiveness of the conversion price
reduction contemplated by this paragraph (5) by a fraction of which the
numerator shall be the current market price per share (determined as provided
in paragraph (7) of this Section 6.4) of the Common Stock on the date of such
effectiveness less the amount of cash so distributed applicable to one share of
Common Stock and the denominator shall be such current market price per share
of the Common Stock, such reduction to become effective immediately prior to
the opening of business on the later of (a) the day following the date fixed
for the payment of such distribution and (b) the date 20 days after the notice
relating to such distribution is given pursuant to Section 6.6(a).

(6) In case a tender or exchange offer made by the Company or any
Subsidiary for all or any portion of the Common Stock shall expire and such
tender or exchange offer shall involve an aggregate consideration having a fair
market value (as determined in good faith by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution) at the
last time (the "Expiration Time") tenders or exchanges may be made pursuant to
such tender or exchange offer (as it may be amended) that, together with (i)
the aggregate of the cash plus the fair market value (as determined in good
faith by the Board of Directors, whose determination shall be conclusive and
described in a Board Resolution), as of the expiration of the other tender or
exchange offer referred to below, of consideration payable in respect of any
other tender or exchange offer by the Company or a Subsidiary for all or any
portion of the Common Stock concluded within the preceding 12 months and in
respect of which no conversion price adjustment pursuant to this paragraph (6)
has been made and (ii) the aggregate amount of any distributions to all holders
of the Common Stock made exclusively in cash within the preceding 12 months and
in respect of which no conversion price adjustment pursuant to paragraph (5) of
this Section 6.4 has been made, exceeds 12.5% of the product of the current
market price per share (determined as provided in paragraph (7) of this Section
6.4)

of the Common Stock on the Expiration Time times the number of shares of Common
Stock outstanding (including any tendered shares) on the Expiration Time, the
conversion price shall be reduced (but not increased) 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 of which the numerator
shall be (i) the product of the current market price per share (determined as
provided in paragraph (7) of this Section 6.4) of the Common Stock at the
Expiration Time times the number of shares of Common Stock outstanding
(including any tendered or exchanged shares) at the Expiration Time minus (ii)
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 the denominator shall be the product of (i) such current market price per
share at the Expiration Time times (ii) such number of outstanding shares at
the Expiration Time less the number of Purchased Shares, such reduction to
become effective immediately prior to the opening of business on the day
following the Expiration Time.

(7) For the purpose of any computation under this paragraph and
paragraphs (2), (4) and (5) of this Section 6.4, the current market price per
share of Common Stock on any date in question shall be deemed to be the average
of the daily Closing Prices for the 5 consecutive Trading Days selected by the
Company commencing not more than 20 Trading Days before, and ending not later
than, the date in question; provided, however, that (i) if the "ex" date (as
hereinafter defined) for any event (other than the issuance or distribution
requiring such computation) that requires an adjustment to the conversion price
pursuant to paragraph (1), (2), (3), (4), (5) or (6) above ("Other Event")
occurs on or after the 20th Trading Day prior to the date in question and prior
to the "ex" date for the issuance or distribution requiring such computation
(the "Current Event"), 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, (ii) if the "ex" date for any Other
Event occurs after the "ex" date for the Current Event and on or prior to the
date 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, (iii) if the "ex" date for any Other
Event occurs on the "ex" date for the Current Event, one of those events shall
be deemed for purposes of clauses (i) and (ii) of this proviso to have an "ex"
date occurring prior to the "ex" date for the other event, and (iv) if the "ex"
date for the Current Event is on or prior to the date in question, after taking
into account any adjustment required pursuant to clause (ii) 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 on
the date in question (as determined in good faith by the Board of Directors in
a manner consistent with any determination of such value for purposes of
paragraph (4) or (5) of this Section 6.4, whose determination shall be
conclusive and described in a Board Resolution) of the portion of the rights,
warrants, options, evidences of indebtedness, shares of capital stock,
securities, cash or property being distributed applicable to one share of
Common Stock. For the purpose of any computation under paragraph (6) of this
Section 6.4, the current market price per share of Common Stock on any date in
question shall be deemed to be the average of the daily Closing Prices for the
5 consecutive Trading Days selected by the Company commencing on or after the
latest (the "Commencement Date") of (i) the date 20 Trading Days before the
date in question, (ii) the date of commencement of the tender or exchange offer
requiring such computation and (iii) the date of the last amendment, if any, of
such tender or exchange offer involving a change in the maximum number of
shares for which tenders are sought or a change in the consideration offered,
and ending not later than the date of the Expiration Time of such tender or
exchange offer (or, if such Expiration Time occurs before the close of trading
on a Trading Day, not later than the Trading Day immediately preceding the date
of such Expiration Time); provided, however, that if the "ex" date for any
Other Event (other than the tender or exchange offer requiring such
computation) occurs on or after the Commencement Date and on or prior to the
date of the Expiration Time for the tender or exchange offer requiring such
computation, 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. For purposes of this paragraph, the term "ex" date,
(i) 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, (ii) 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 (iii) 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 of such tender or exchange offer.

(8) The Company may make such reductions in the conversion price,
in addition to those required by paragraphs (1), (2), (3), (4), (5) and (6) of
this Section, as it considers to be advisable in order that any event treated
for Federal income tax purposes as a dividend of stock or stock rights shall
not be taxable to the recipients.

(9) No adjustment in the conversion price shall be required unless
such adjustment would require an increase or decrease of at least 1% in the
conversion price; provided, however, that any adjustments which by reason of
this paragraph (9) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment.

Section 6.5 Notice of Adjustments of Conversion Price.

Whenever the conversion price is adjusted as herein provided:

(a) the Company shall compute the adjusted conversion price in
accordance with Section 6.4 and shall prepare a certificate signed by the
Treasurer of the Company setting forth the adjusted conversion price and
showing in reasonable detail the facts upon which such adjustment is based, and
such certificate shall forthwith be filed (with a copy to the Trustee) at each
office or agency maintained for the purpose of conversion of 1997A Notes
pursuant to Section 1002 of the Indenture; and

(b) a notice stating that the conversion price has been adjusted
and setting forth the adjusted conversion price shall forthwith be required,
and as soon as practicable after it is required, such notice shall be mailed by
the Company to all Holders at their last addresses as they shall appear in the
1997A Note Register.

Section 6.6 Notice of Certain Corporate Action.

In case:

(a) the Company shall declare a dividend (or any other
distribution) on its Common Stock payable (i) otherwise than exclusively in
cash or (ii) exclusively in cash in an amount that would require a conversion
price adjustment pursuant to paragraph (5) of Section 6.4; or

(b) the Company shall authorize the granting to the holders of its
Common Stock of rights, warrants or options to subscribe for or purchase any
shares of capital stock of any class or of any other rights (excluding employee
stock options); or

(c) of any reclassification of the Common Stock of the Company
(other than a subdivision or combination of its outstanding shares of Common
Stock), or of any consolidation or merger to which the Company is a party and
for which approval of any stockholders of the Company is required, or of the
sale or transfer of all or substantially all of the assets of the Company; or

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

(e) the Company or any Subsidiary of the Company shall commence a
tender or exchange offer for all or a portion of the Company's outstanding
shares of Common Stock (or shall amend any such tender or exchange offer);

then the Company shall cause to be filed at each office or agency maintained
for the purpose of conversion of 1997A Notes pursuant to Section 1002 of the
Indenture, and shall cause to be mailed to all Holders at their last addresses
as they shall appear in the 1997A Note Register, at least 20 days (or 10 days
in any case specified in clause (a) or (b) above) prior to the applicable
record, effective or expiration 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 granting of rights, warrants or options, or, if a record is not
to be taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distribution, rights, warrants or options 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, and the date as of which it is expected that

holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up, or (z) the date on which such tender offer
commenced, the date on which such tender offer is scheduled to expire unless
extended, the consideration offered and the other material terms thereof (or
the material terms of any amendment thereto).

Section 6.7 Company to Reserve Common Stock.

The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, solely for
the purpose of effecting the conversion of 1997A Notes, the whole number of
shares of Common Stock then issuable upon the conversion in full of all
outstanding 1997A Notes.

Section 6.8 Taxes on Conversions.

The Company will pay any and all taxes that may be payable in respect
of the issue or delivery of shares of Common Stock on conversion of 1997A Notes
pursuant hereto. The Company 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 shares of Common Stock in a name other than that of the Holder of
the 1997A Note to be converted, and no such issue or delivery shall be made
unless and until the Person requesting such issue has paid to the Company the
amount of any such tax, or has established to the satisfaction of the Company
that such tax has been paid.

Section 6.9 Covenant as to Common Stock.

The Company covenants that all shares of Common Stock which may be
issued upon conversion of 1997A Notes in accordance herewith will upon issue be
newly issued (and not treasury shares) and be duly authorized, validly issued,
fully paid and nonassessable and, except as provided in Section 6.8, the
Company will pay all taxes, liens and charges with respect to the issue
thereof.

Section 6.10 Cancellation of Converted 1997A Notes.

All 1997A Notes delivered for conversion shall be delivered to the
Trustee to be canceled by or at the direction of the Trustee, which shall
dispose of the same as provided in Section 309 of the Indenture.

Section 6.11 Provisions in Case of Reclassification.

In the event that the Company shall be a party to any transaction
(including without limitation any (i) recapitalization or reclassification of
the Common Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination of the Common Stock), (ii) any consolidation of the Company with,
or merger of the Company into, any other person, any merger of another person
into the Company (other than a merger which does not result in a
reclassification, conversion, exchange or cancellation of outstanding shares of
Common Stock of the Company), (iii) any sale or transfer of all or
substantially all of the assets of the Company, or (iv) any compulsory share
exchange pursuant to which the Common Stock is converted into the right to
receive other securities, cash or other property, then lawful provision shall
be made as part of the terms of such transaction whereby the Holder of each
1997A Note then outstanding shall have the right thereafter to convert such
1997A Note only into (subject to funds being legally available for such purpose
under applicable law at the time of such conversion) the kind and amount of
1997A Notes, cash and other property receivable upon such transaction by a
holder of the number of shares of Common Stock into which such 1997A Note might
have been converted immediately prior to such transaction. The Company or the
person formed by such consolidation or resulting from such merger or which
acquired such assets or which acquired the Company's shares, as the case may
be, shall execute and deliver to the Trustee a supplemental indenture
establishing such rights. Such supplemental indenture shall provide for
adjustments which, for events subsequent to the effective date of such
supplemental indenture, shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Article. The above provisions of this
Section 6.11 shall similarly apply to successive transactions of the foregoing
type.

ARTICLE VII.

SUBORDINATION OF 1997A NOTES

Section 7.1 1997A Notes Subordinate to Senior Indebtedness.

The Company covenants and agrees, and each Holder of a 1997A Note, by
his acceptance thereof, likewise covenants and agrees, that, to the extent and
in the manner hereinafter set

forth in this Article VII, the indebtedness represented by the 1997A Notes and
the payment of the principal of (and premium, if any) and interest on each and
all of the 1997A Notes and all obligations of the Company under the Indenture
and this Supplemental Indenture are hereby expressly made subordinate and
junior in right of payment to the prior payment in full of all Senior
Indebtedness and that said subordination is for the benefit of the holders of
Senior Indebtedness and they and or each of them severally may enforce such
subordination.

Section 7.2 Payment Over of Proceeds upon Dissolution, Etc.

In the event of (1) any insolvency or bankruptcy case or proceeding,
or any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its
creditors, as such, or to its assets, or (2) any liquidation, dissolution or
other winding up of the Company, whether voluntary or involuntary and whether
or not involving insolvency or bankruptcy, or (3) any assignment for the
benefit of creditors or any other marshalling of assets and liabilities of the
Company, then and in any such event the holders of Senior Indebtedness shall be
entitled to receive payment in full of all amounts due or to become due on or
in respect of all Senior Indebtedness, or provision shall be made for such
payment in money or money's worth, before the Holders of the 1997A Notes are
entitled to receive any payment on account of principal of (or premium, if any)
or interest on the 1997A Notes, and to that end the holders of Senior
Indebtedness shall be entitled to receive, for application to the payment
thereof, any payment or distribution of any kind or character, whether in cash,
property or securities, which may be payable or deliverable in respect of the
1997A Notes in any such case, proceeding, dissolution, liquidation or other
winding up or event.

In the event that, notwithstanding the foregoing provisions of this
Section 7.2, the Trustee or the Holder of any 1997A Note shall have received
any payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, before all Senior Indebtedness is paid
in full or payment thereof provided for, and if such fact shall, at or prior to
the time of such payment or distribution, have been made known to the Trustee
or, as the case may be, such Holder, then and in such event such payment or
distribution shall be paid over or delivered forthwith to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other

Person making payment or distribution of assets of the Company for application
to the payment of all Senior Indebtedness remaining unpaid, to the extent
necessary to pay all Senior Indebtedness in full, after giving effect to any
concurrent payment or distribution to or for the holders of Senior
Indebtedness.

For purposes of this Article VII only, the words "cash, property or
securities" shall not be deemed to include shares of capital stock of the
Company as reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment which in
either case are subordinated in right of payment to all Senior Indebtedness
which may at the time be outstanding to substantially the same extent as, or to
a greater extent than, the 1997A Notes are so subordinated as provided in this
Article VII. The consolidation of the Company with, or the merger of the
Company into, another Person or the liquidation or dissolution of the Company
following the conveyance or transfer of its properties and assets substantially
as an entirety to another Person upon the terms and conditions set forth in
Article Eight of the Indenture shall not be deemed a dissolution, winding up,
liquidation, reorganization, assignment for the benefit of creditors or
marshalling of assets and liabilities of the Company for the purposes of this
Section 7.2 if the Person formed by such consolidation or into which the
Company is merged or which acquires by conveyance or transfer such properties
and assets substantially as an entirety, as the case may be, shall, as a part
of such consolidation, merger, conveyance or transfer, comply with the
conditions set forth in Article Eight of the Indenture.

Section 7.3 No Payment When Senior Indebtedness in Default.

(a) In the event and during the continuation of any default in the
payment of principal of (or premium, if any) or interest on any Senior
Indebtedness beyond any applicable grace period with respect thereto (unless
and until such payment default shall have been cured or waived in writing by
the holders of such Senior Indebtedness), or (b) in the event any judicial
proceeding shall be pending with respect to any such default, then no payment
shall be made by the Company on account of principal of (or premium, if any) or
interest on the 1997A Notes or on account of the purchase or other acquisition
of 1997A Notes (including pursuant to Articles V and VIII hereof).

In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any 1997A Note prohibited by
the foregoing provisions of this Section 7.3, and if such fact shall, at or
prior to the time of such payment, have been made known to the Trustee or, as
the case may be, such Holder, then and in such event such payment shall be paid
over and delivered forthwith to the Company.

The provisions of this Section 7.3 shall not apply to any payment with
respect to which Section 7.2 would be applicable.

Section 7.4 Payment Permitted If No Default.

Nothing contained in this Article VII or elsewhere in this
Supplemental Indenture or the Indenture or in any of the 1997A Notes shall
prevent (1) the Company, at any time except during the pendency of any case,
proceeding, dissolution, liquidation or other winding up, assignment for the
benefit of creditors or other marshalling of assets and liabilities of the
Company referred to in Section 7.2 or under the conditions described in Section
7.3, from making payments at any time of principal of (and premium, if any) or
interest on the 1997A Notes, or (2) the application by the Trustee of any money
deposited with it hereunder to the payment of or on account of the principal of
(and premium, if any) or interest on the 1997A Notes or the retention of such
payment by the Holders, if, at the time of such application by the Trustee, it
did not have knowledge that such payment would have been prohibited by the
provisions of this Article VII.

Section 7.5 Subrogation to Rights of Holders of Senior Indebtedness.

Subject to the payment in full of all Senior Indebtedness, and until
the 1997A Notes are paid in full, the Holders of the 1997A Notes shall be
subrogated (equally and ratably with the holders of all indebtedness of the
Company which by its express terms is subordinated to indebtedness of the
Company to substantially the same extent as the 1997A Notes are subordinated
and is entitled to like rights of subrogation) to the rights of the holders of
such Senior Indebtedness to receive payments and distributions of cash,
property and securities applicable to the Senior Indebtedness to the extent
that payments and distributions otherwise payable to Holders of 1997A Notes
have been applied to the payment of Senior Indebtedness as provided by this
Article VII. For 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 1997A Notes or the
Trustee would be entitled, except for the provisions of this Article VII, and
no payments over pursuant to the provisions of this Article VII to the holders
of Senior Indebtedness by Holders of the 1997A Notes or the Trustee, shall, as
among the Company, its creditors other than holders of Senior Indebtedness and
the Holders of the 1997A Notes, be deemed to be a payment or distribution by
the Company to or on account of the Senior Indebtedness.

Section 7.6 Provisions Solely To Define Relative Rights.

The provisions of this Article VII are and are intended solely for the
purpose of defining the relative rights of the Holders of the 1997A Notes on
the one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article VII or elsewhere in this Supplemental Indenture or
the Indenture or in the 1997A Notes is intended to or shall (1) impair, as
among the Company, its creditors other than holders of Senior Indebtedness and
the Holders of the 1997A Notes, the obligation of the Company, which is
absolute and unconditional (and which, subject to the rights under this Article
VII of the holders of Senior Indebtedness, is intended to rank equally with all
other general obligations of the Company), to pay to the Holders of the 1997A
Notes the principal of (and premium, if any) and interest on the 1997A Notes as
and when the same shall become due and payable in accordance with their terms;
or (2) affect the relative rights against the Company of the Holders of the
1997A Notes and creditors of the Company other than the holders of Senior
Indebtedness; or (3) prevent the Trustee or the Holder of any 1997A Note from
exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article VII of
the holders of Senior Indebtedness to receive cash, property and securities
otherwise payable or deliverable to the Trustee or such Holder.

Section 7.7 Trustee To Effectuate Subordination.

Each holder of a 1997A Note by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article VII and
appoints the Trustee his attorney-in-fact for any and all such purposes.

Section 7.8 No Waiver of Subordination Provisions.

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

Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the 1997A
Notes, without incurring responsibility to the Holders of the 1997A Notes and
without impairing or releasing the subordination provided in this Article VII
or the obligations hereunder of the Holders of the 1997A Notes to the holders
of Senior Indebtedness, do any one or more of the following: (1) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, Senior Indebtedness, or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any agreement
under which Senior Indebtedness is outstanding; (2) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Indebtedness; (3) release any Person liable in any manner for the
collection of Senior Indebtedness; (4) exercise or refrain from exercising any
rights against the Company and any other Person; and (5) apply any and all sums
received from time to time to the Senior Indebtedness.

Section 7.9 Notice to Trustee.

The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee in respect of the 1997A Notes. Notwithstanding the provisions of
this Article VII or any other provision of this Supplemental Indenture or the
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee
in respect of the 1997A Notes, unless and until the Trustee shall have received
written notice thereof from the Company or a holder of Senior Indebtedness or
from any trustee therefor; and, prior to the receipt of any such written
notice, the Trustee, subject to the provisions of Section 601 of the Indenture,
shall be entitled in all respects to assume

that no such facts exist; provided, however, that if the Trustee shall not have
received the notice provided for in this Section 7.9 at least two Business Days
prior to the date upon which by the terms hereof any money may become payable
for any purpose (including, without limitation, the payment of the principal of
(and premium, if any) or interest on any 1997A Note), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power
and authority to receive such money and to apply the same to the purpose for
which such money was received and shall not be affected by any notice to the
contrary which may be received by it within two Business Days prior to such
date.

Subject to the provisions of Section 601 of the Indenture, the Trustee
shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee
therefor) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee therefor). In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of
any Person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article VII, the Trustee may request such Person
to furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article VII, and if
such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

Section 7.10 Reliance on Judicial Order or Certificate of Liquidating
Agent.

Upon any payment or distribution of assets of the Company referred to
in this Article VII, the Trustee, subject to the provisions of Section 601 of
the Indenture, and the Holders of the 1997A Notes 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, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders of
1997A Notes, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the

holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article VII.

Section 7.11 Trustee Not Fiduciary for Holders of Senior Indebtedness.

The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if
it shall in good faith mistakenly pay over or distribute to Holders of 1997A
Notes or to the Company or to any other Person cash, property or securities to
which any holders of Senior Indebtedness shall be entitled by virtue of this
Article VII or otherwise.

Section 7.12 Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights.

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

Nothing in this Article VII shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 607 of the Indenture.

Section 7.13 Article Applicable to Paying Agents.

In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article VII shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article VII in addition to or in place of the Trustee; provided,
however, that Section 7.12 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

Section 7.14 Certain Conversions Deemed Payment.

For the purposes of this Article VII only, (1) the issuance and
delivery of junior securities upon conversion of 1997A Notes in accordance with
Article VI hereof shall not be deemed to constitute a payment or distribution
on account of the principal of or premium or interest on 1997A Notes or on
account of the purchase or other acquisition of 1997A Notes, and (2) the
payment, issuance or delivery of cash, property or securities (other than
junior securities) upon conversion of a 1997A Note shall be deemed to
constitute payment on account of the principal of such 1997A Note. For the
purposes of this Section 7.14, the term "junior securities" means (1) shares of
any stock of any class of the Company and (2) securities of the Company which
are subordinated in right of payment to the prior payment in full of all Senior
Indebtedness which may be outstanding at the time of issuance or delivery of
such securities to substantially the same extent as, or to a greater extent
than, the 1997A Notes are so subordinated as provided in this Article VII.
Nothing contained in this Article VII or elsewhere in this Supplemental
Indenture or the Indenture or in the 1997A Notes is intended to or shall
impair, as among the Company, its creditors other than holders of Senior
Indebtedness and the Holders of the 1997A Notes, the right, which is absolute
and unconditional, of the Holder of any 1997A Note to convert such 1997A Note
in accordance with Article VI hereof.

ARTICLE VIII.

RIGHT TO REQUIRE REPURCHASE

Section 8.1 Right to Require Purchase.

In the event that there shall occur a Change in Control (as defined in
Section 8.6), then each Holder shall have the right, at such Holder's option,
to require the Company, subject to the provisions of Section 7.3, to repurchase
all or any designated part of such Holder's 1997A Notes on the date (the
"Repurchase Date") that is 75 days after the date the Company gives notice of
the Change in Control as contemplated in Section 8.2(a) at a price (the
"Repurchase Price") equal to 100% of the principal amount thereof, together
with accrued and unpaid interest through the Repurchase Date. Such right to
require the repurchase of 1997A Notes shall continue notwithstanding a
discharge of the Company from its obligations with respect to the 1997A Notes
in accordance with Article Four of the Indenture.

Section 8.2 Notice; Method of Exercising Repurchase Right.

(a) On or before the 15th day after the Company knows or
reasonably should know a Change in Control has occurred, the Company, or at the
request of the Company, the Trustee (in the name and at the expense of the
Company), shall give notice of the occurrence of the Change in Control and of
the repurchase right set forth herein arising as a result thereof by
first-class mail, postage prepaid, to each Holder of the 1997A Notes at such
Holder's address appearing in the Security Register for the 1997A Notes. The
Company shall also deliver a copy of such notice of a repurchase right to the
Trustee.

Each notice of a repurchase right shall state:

(1) the Repurchase Date,

(2) the date by which the repurchase right must be
exercised,

(3) the Repurchase Price, and

(4) the instructions a Holder must follow to exercise its
repurchase right.

No failure of the Company to give the foregoing notice shall limit any
Holder's right to exercise a repurchase right. The Trustee shall have no
affirmative obligation to determine if there shall have occurred a Change in
Control.

(b) To exercise a repurchase right, a Holder shall deliver to the
Company (or an agent designated by the Company for such purpose in the notice
referred to in (a) above) and to the Trustee on or before the second Business
Day prior to the Repurchase Date (1) written notice of the Holder's exercise of
such right, which notice shall set forth the name of the Holder, the principal
amount of the 1997A Note (or portion of a 1997A Note) to be repurchased, and a
statement that an election to exercise the repurchase right is being made
thereby, and (2) the 1997A Note with respect to which the repurchase right is
being exercised, duly endorsed for transfer to the Company. Such written notice
shall be irrevocable. If the Repurchase Date falls between any Regular Record
Date and the corresponding succeeding Interest Payment Date, 1997A Notes to be
repurchased must be accompanied by payment from the Holder of an amount equal
to the interest thereon which the registered Holder thereof is to receive on
such Interest Payment Date.

(c) In the event a repurchase right shall be exercised in
accordance with the terms hereof, the Company shall on the Repurchase Date pay
or cause to be paid in cash to the Holder thereof the Repurchase Price of the
1997A Note as to which the repurchase right had been exercised.

Section 8.3 Deposit of Repurchase Price.

On or prior to the Repurchase Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003 of the
Indenture) an amount of money sufficient to pay the Repurchase Price of the
1997A Notes which are to be repurchased on the Repurchase Date.

Section 8.4 1997A Notes Not Repurchased on Repurchase Date.

If any 1997A Note surrendered for repurchase shall not be so paid on
the Repurchase Date, the principal of such 1997A Note shall, until paid, bear
interest from the Repurchase Date at a rate borne by such 1997A Note.

Section 8.5 1997A Notes Repurchased in Part.

Any 1997A Note which is to be repurchased only in part shall be
surrendered at any office or agency of the Company designated for that purpose
pursuant to Section 1002 of the Indenture (with, if the Company or the Trustee
so requires, due endorsement by, or written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
1997A Note without service charge, a new 1997A Note of any authorized
denomination as requested by such Holder, in aggregate principal amount equal
to and in exchange for the unrepurchased portion of the principal of the 1997A
Note so surrendered.

Section 8.6 Certain Definitions.

For purposes of this Article VIII:

A "Change in Control" shall be deemed to have occurred at such time as
(a) any Person, or any Persons acting together in a manner which would
constitute a "group" (a "Group") for purposes of Section 13(d) of the Exchange
Act, or any successor provision thereto, together with any

Affiliates thereof (in each case, excluding Permitted Holders) become the
Beneficial Owners, directly or indirectly, of capital stock of the Company,
entitling such Person or Persons and its or their Affiliates to exercise more
than 50% of the total voting power of all classes of the Company's capital
stock entitled to vote generally in the election of the Company's directors or
(b) the Company shall consolidate with or merge into any other Person (other
than a Subsidiary), or any other Person (other than a Subsidiary) shall
consolidate with or merge into the Company, or the Company shall sell, convey,
transfer or lease its properties and assets substantially as an entirety to any
Person other than a Subsidiary, and, in the case of any such transaction the
outstanding Common Stock is reclassified into, exchanged for or converted into
the right to receive any other property or security, unless the stockholders of
the Company immediately before such transaction own, directly or indirectly,
immediately following such transaction, at least a majority of the combined
voting power of the outstanding voting securities of the Person resulting from
such transaction or the Person acquiring such properties and assets, entitled
to vote generally in the election of such resulting or acquiring Person's
directors, in substantially the same proportion as their ownership of the
Common Stock immediately before such transaction, provided that, with respect
to both clause (a) and (b), a Change in Control shall not be deemed to have
occurred if at least 50% of the consideration (excluding cash payments for
fractional shares) in the transaction or transactions constituting the Change
in Control consists of shares of voting common stock 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.

The term "Beneficial Owner" shall be determined in accordance with
Rules 13d-3 and 13d-5 promulgated by the Securities and Exchange Commission
under the Exchange Act or any successor provision thereto, except that a Person
shall be deemed to have "beneficial ownership" of all shares that such Person
has the right to acquire, whether such right is exercisable immediately or only
after the passage of time.

"Permitted Holders" means Loews Corporation, a Delaware corporation,
and any of its Subsidiaries.

ARTICLE IX.

MISCELLANEOUS

Section 9.1 Conflict of Any Provision of Indenture with Trust Indenture
Act of 1939.

If and to the extent that any provision of this Supplemental Indenture
limits, qualifies or conflicts with another provision included in this
Supplemental Indenture or in the Indenture which is required to be included
herein or therein by any of Sections 310 to 317, inclusive, of the Trust
Indenture Act of 1939, as amended, such required provision shall control.

Section 9.2 New York Law to Govern.

THIS SUPPLEMENTAL INDENTURE AND THE 1997A NOTES SHALL BE DEEMED TO BE
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY IN THE STATE OF NEW YORK, AND FOR
ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
SAID STATE WITHOUT REGARD TO THE CONFLICTS OF LAW RULES OF SAID STATE.

Section 9.3 Counterparts.

This 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 9.4 Effect of Headings.

The Article and Section headings herein are for convenience only and
shall not affect the construction hereof.

Section 9.5 Severability of Provisions.

In case any provision in this Supplemental Indenture or in the 1997A
Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

Section 9.6 Successors and Assigns.

All covenants and agreements in this Supplemental Indenture by the
parties hereto shall bind their respective successors and assigns and inure to
the benefit of their

respective successors and assigns, whether so expressed or not.

Section 9.7 Benefit of Supplemental Indenture.

Nothing in this Supplemental Indenture, express or implied, shall give
to any Person, other than the parties hereto, any Security Registrar, any
Paying Agent and their successors hereunder, and the Holders of the 1997A
Notes, any benefit or any legal or equitable right, remedy or claim under this
Supplemental Indenture.

Section 9.8 Acceptance by Trustee.

The Trustee accepts the amendments to the Indenture effected by this
Supplemental Indenture and agrees to execute the trusts created by the
Indenture as hereby amended, but only upon the terms and conditions set forth
in this Supplemental Indenture and the Indenture. Without limiting the
generality of the foregoing, the Trustee assumes no responsibility for the
correctness of the recitals contained herein, which shall be taken as the
statements of the Company and except as provided in the Indenture the Trustee
shall not be responsible or accountable in any way whatsoever for or with
respect to the validity or execution or sufficiency of this Supplemental
Indenture and the Trustee makes no representation with respect thereto.

Section 9.9 Ratification of Indenture; Supplemental Indenture Controls;
Scope of Supplemental Indenture.

(a) The Indenture, as supplemented by this Supplemental Indenture,
is in all respects ratified and confirmed, and this Supplemental Indenture
shall be deemed part of the Indenture in the manner and to the extent herein
and therein provided. The provisions of this Supplemental Indenture shall,
subject to Section 9.1 hereof, supersede the provisions of the Indenture to the
extent the Indenture is inconsistent herewith.

(b) The changes, modifications and supplements to the Indenture
effected by this Supplemental Indenture shall be applicable only with respect
to, and govern the terms of, the 1997A Notes, and shall not apply to any other
Securities which may be issued under the Indenture unless a supplemental
indenture with respect to such other Securities specifically incorporates such
changes, modifications and supplements.

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

DIAMOND OFFSHORE DRILLING, INC.

By:_____________________________________
Name:
Title:

THE CHASE MANHATTAN BANK,
as Trustee

By:_____________________________________
Name:
Title:

EXHIBIT A

Form of Face of 1997A Note

DIAMOND OFFSHORE DRILLING, INC.

_____% Convertible Subordinated Note Due 2007

No._____ $_______

Diamond Offshore Drilling, Inc., a Delaware corporation (herein called
the "Company", which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to ____________, or registered assigns, the principal sum of _____________
Dollars on February 15, 2007 and to pay interest thereon from _________ ___,
1997 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on February 15 and August 15 in each
year, commencing August 15, 1997, at the rate of _____% per annum, until the
principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
February 1 or August 1 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Securities not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture. Payment of the principal of (and premium, if any)
and interest on this Security will be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of
New York and at any other office or agency maintained by the Company for such
purpose, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of

A-1

the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register.

Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.

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

Dated:
DIAMOND OFFSHORE DRILLING, INC.

By:_____________________________________
Name:
Title:

Attest:

______________________________

A-2

Form of Reverse of 1997A Note

This 1997A Note is one of a duly authorized issue of debentures,
notes, bonds or other evidences of indebtedness of the Company (herein called
the "Securities") issued and to be issued under an Indenture, dated as of
____________, 1997, as supplemented by the Supplemental Indenture dated as of
___________, 1997 (herein called the "Supplemental Indenture" and, together
with the Indenture, the "Indenture"), among the Company and The Chase Manhattan
Bank, as Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee, the holders of Senior Indebtedness of the Company and the Holders
of the Securities and of the terms upon which the Securities are, and are to
be, authenticated and delivered. This 1997A Note is one of a series designated
as the Company's _____% Convertible Subordinated Notes Due 2007 (herein called
the "1997A Notes"), limited in aggregate principal amount to $350,000,000
(subject to increase as provided in the Indenture up to $400,000,000
aggregate principal amount).

Subject to and upon compliance with the provisions of the Indenture,
the Holder of this 1997A Note is entitled, at his option, at any time on or
before the close of business on the Business Day next preceding February 15,
2007, or in case this 1997A Note or a portion hereof is called for redemption,
then in respect of this 1997A Note or such portion hereof until and including,
but (unless the Company defaults in making the payment due upon redemption) not
after, the close of business on the Business Day next preceding the Redemption
Date, to convert this 1997A Note (or any portion of the principal amount hereof
which is $1,000 or an integral multiple thereof), at the principal amount
hereof, or of such portion, into fully paid and non-assessable shares
(calculated as to each conversion to the nearest 1/100 of a share) of Common
Stock of the Company at a conversion price equal to $_____ for each share of
Common Stock (or at the current adjusted conversion price if an adjustment
has been made as provided in the Indenture) by surrender of this 1997A Note,
duly endorsed or assigned to the Company or in blank, to the Company at its
office or agency in the Borough of Manhattan, The City of New York or at any
other office or agency maintained by the Company for such purpose, accompanied
by written notice to the Company that the Holder hereof elects to convert
this 1997A Note, or if less than the entire

A-3

principal amount hereof is to be converted, the portion hereof to be converted,
and, in case such surrender shall be made during the period from the close of
business on any Regular Record Date next preceding any Interest Payment Date to
the opening of business on such Interest Payment Date (unless this 1997A Note
or the portion thereof being converted matures prior to such Interest Payment
Date or has been called for redemption on a Redemption Date within such
period), also accompanied by payment in New York Clearing House or other funds
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of this 1997A Note then being
converted. Subject to the aforesaid requirement for payment and, in the case
of a conversion after the Regular Record Date next preceding any Interest
Payment Date and on or before such Interest Payment Date, to the right of the
Holder of this 1997A Note (or any Predecessor 1997A Note) of record at such
Regular Record Date to receive an installment of interest (with certain
exceptions provided in the Indenture), no payment or adjustment is to be made
on conversion for interest accrued hereon or for dividends on the Common Stock
issued on conversion. No fractions of shares or scrip representing fractions
of shares will be issued on conversion, but instead of any fractional interest
the Company shall pay a cash adjustment as provided in the Indenture. The
conversion price is subject to adjustment as provided in the Indenture. In
addition, the Indenture provides that in case of certain consolidations or
mergers to which the Company is a party or the transfer of substantially all of
the assets of the Company, the Indenture shall be amended, without the consent
of any Holders of Securities, so that this 1997A Note, if then outstanding,
will be convertible thereafter, during the period this 1997A Note shall be
convertible as specified above, only into the kind and amount of securities,
cash and other property receivable upon the consolidation, merger or transfer
by a holder of the number of shares of Common Stock into which this 1997A Note
might have been converted immediately prior to such consolidation, merger or
transfer (assuming such holder of Common Stock failed to exercise any rights of
election and received per share the kind and amount received per share by a
plurality of non-electing shares).

The 1997A Notes are redeemable, at the Company's option, as a whole or
in part, upon not less than 30 days' notice mailed to each Holder of 1997A
Notes to be redeemed at his address appearing in the Security Register, on any
date on or after February 15, 2001 and prior to maturity, at the following
Redemption Prices (expressed as percentages of principal amount) if redeemed
during the twelve-month period

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beginning on February 15 of the years set forth below:

YEAR PERCENTAGE YEAR PERCENTAGE

EXHIBIT 4.1 SUPPLEMENTAL INDENTURE

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