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(1)

Represents the aggregate principal amount of the notes issued by the Registrant.

(2)

Estimated solely for the purpose of calculating the Registration Fee pursuant to Rule 457(i) under the Securities Act of 1933, as amended.

(3)

Exclusive of accrued interest and distributions, if any.

(4)

Such number represents the number of shares of Common Stock as are initially issuable upon conversion of the 3.5% Convertible Subordinated Notes due 2006 registered hereby and, pursuant to Rule 416 under the Securities Act of 1933 as amended, such indeterminate number of shares of Common Stock as may be issued from time to time upon conversion of the Notes as a result of the antidilution provisions thereof.

(5)

No additional consideration will be received for the common stock and therefore, pursuant to Rule 457(i), no registration fee is required for these shares.

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our annual report on Form 10-K for the year ended July 1, 2001;

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our quarterly reports on Form 10-Q for the quarters ended December 31, 2001 and September 30, 2001;

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our current reports on Form 8-K filed on February 20, 2002, December 13, 2001, November 30, 2001, November 2, 2001, and October 23, 2001;

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our definitive proxy statement on Schedule 14A filed October 16, 2001; and

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our registration statement on Form S-1, filed February 5, 1999, which contains a description of our common stock.

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High performance: Our products provide Gigabit Ethernet and Fast Ethernet together with, non-blocking, wire-speed Layer 3 switching.

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Simplicity and consistency: Our products share the same hardware, software, and management architecture. This allows businesses to build a consistent end-to-end network that shares a common set of features, performance, and management capabilities, making our networks easier to manage and administer, and reducing the overall cost of network ownership.

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Scalability: Our products offer high speed and bandwidth with the capability to scale networks to support demanding applications in the future.

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Policy-Based Quality of Service: Our Policy-Based Quality of Service, or QoS, allows network managers to allocate and prioritize the bandwidth for specific applications and computer users. Accordingly, mission-critical traffic, such as e–commerce transactions, can receive more bandwidth and higher priority than less important traffic.

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Securities offered

In December 2001, we sold $200,000,000 aggregate principal amount of 3.5% convertible subordinated notes due December 1, 2006, and shares of common stock issuable upon conversion of the notes.

Offering price

100% of the principal amount of the notes plus accrued interest, if any.

Interest

We will pay interest on the notes semi-annually on June 1 and December 1 of each year, commencing June 1, 2002.

Conversion

The notes are convertible at the option of the holder into shares of our common stock at a conversion rate of 47.7213 shares of common stock per $1,000 principal amount of notes. This is equivalent to a conversion price of approximately $20.96 per share. The conversion rate is subject to adjustment in certain events. The notes are convertible at any time before the close of business on the maturity date, unless we have previously redeemed or repurchased the notes. Holders of notes called for redemption or submitted for repurchase are entitled to convert the notes up to the close of business on the business day immediately preceding the date fixed for redemption or repurchase, as the case may be. See “Description of Notes—Conversion Rights.”

Subordination

The notes are subordinated to our present and future “senior debt,” as that term is defined in “Description of the Notes—Subordination.” The notes are also effectively subordinated in right of payment to all indebtedness and other liabilities of our subsidiaries. As of December 31, 2001, the aggregate amount of Extreme Networks’ outstanding senior debt was approximately $91.0 million and the aggregate amount of indebtedness and other liabilities of Extreme Networks’ subsidiaries was approximately $14.7 million, excluding intercompany liabilities and deferred revenue. The indenture under which the notes were issued does not restrict the incurrence of senior debt by us or the incurrence of other indebtedness or liabilities by us or any of our subsidiaries. See “Description of Notes—Subordination.”

Global note; Book-entry system

The notes were issued in fully registered form without interest coupons and in minimum denominations of $1,000. The notes are evidenced by one or more global notes deposited with the trustee for the notes, as custodian for DTC. Beneficial interests in the global note is shown on, and transfers of those beneficial interest can only be made through, records maintained by DTC and its participants. See “Description of Notes—Form, Denomination, Transfer, Exchange and Book-Entry Procedures.”

Optional redemption by Extreme Networks

We may redeem the notes, at our option, in whole or in part, on or after December 5, 2004, at the redemption prices set forth in this registration statement plus accrued and unpaid interest to, but excluding, the redemption date. See “Description of Notes—Optional Redemption by Extreme Networks.”

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Repurchase at option of holders  upon a change in control

Upon a “change in control,” as that term is defined in “Description of Notes—Repurchase at Option of Holders Upon a Change in Control,” you have the right, subject to certain conditions and restrictions, to require us to repurchase your notes, in whole or in part, at 100% of their principal amount, together with interest accrued but unpaid to, but excluding, the repurchase date. The repurchase price is payable in cash or, at our option, and subject to certain conditions, in shares of common stock. If we pay the repurchase price in common stock, the common stock will be valued at 95% of the average closing sales prices of the common stock for the five trading days preceding and including the third trading day prior to the repurchase date. See “Description of Notes—Repurchase at Option of Holders Upon a Change in Control.”

Use of proceeds

We will not receive any of the proceeds from the sale by any selling securityholders of the notes or the underlying common stock.

Events of default

The following are events of default under the indenture for the notes:

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we fail to pay principal of or any premium on any note when due, whether or not the payment is prohibited by the subordination provisions of the indenture;

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we fail to pay any interest, including liquidated damages, on any note when due and that default continues for 30 days, whether or not the payment is prohibited by the subordination provisions of the indenture;

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we fail to provide the notice that we are required to give in the event of a “change in control;”

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we fail to perform any other covenant in the indenture and that failure continues for 60 days after written notice to us by the trustee or the holders of at least 25% in aggregate principal amount of outstanding notes;

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we or any of our significant subsidiaries fail to pay when due, either at its maturity or upon acceleration thereof, any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, in excess of $30.0 million if the indebtedness is not discharged, or the acceleration is not annulled, within 30 days after written notice to us by the trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes; and

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events of bankruptcy, insolvency or reorganization with respect to us or any of our subsidiaries specified in the indenture.

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Registration rights

We have agreed to file this shelf registration statement with respect to the resale of the notes and the sale of the shares of common stock issuable upon conversion of the notes. If we fail to comply with certain of our obligations under a registration rights agreement, liquidated damages will be payable on the notes and the common stock issued upon conversion of the notes. See “Description of Notes—Registration Rights.”

Trading of notes; Listing of common stock

The notes are eligible for trading in The PortalSM Market of the National Association of Securities Dealers, Inc. The common stock is quoted on the Nasdaq National Market under the symbol “EXTR.”

Governing law

The indenture, the notes, and the registration rights agreement are governed by the laws of the State of New York.

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changes in general and/or specific economic conditions in the networking industry;

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seasonal fluctuations in demand for our products and services, particularly in Asia and Europe;

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our ability to accurately forecast demand for our products, which in the case of lower-than-expected sales may result in excess or obsolete inventory in addition to non-cancelable purchase commitments for component parts;

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unexpected product returns or the cancellation or rescheduling of orders;

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our ability to develop, introduce, ship and support new products and product enhancements and manage product transitions;

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announcements and new product introductions by our competitors;

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our ability to develop and support relationships with enterprise customers, service providers and other potential large customers;

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our ability to achieve targeted cost reductions;

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our ability to obtain sufficient supplies of sole or limited-source components for our products on a timely basis;

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increases in the prices of the components that we purchase;

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decreases in the prices of the products that we sell;

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our ability to achieve and maintain desired production volumes and quality levels for our products;

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the mix of products sold and the mix of distribution channels through which products are sold;

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costs relating to possible acquisitions and the integration of technologies or businesses; and

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the effect of amortization of goodwill, deferred compensation, and purchased intangibles resulting from existing or new transactions.

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the demand for switching products (Gigabit Ethernet and Layer 3 switching technologies in particular) in the enterprise, service provider and MAN markets;

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the performance, price and total cost of ownership of our products;

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the availability and price of competing products and technologies;

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our ability to match supply with demand for certain products; and

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the success and development of our resellers, distributors and field sales channels.

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our service provider and enterprise customers can stop purchasing and our resellers and distributors can stop marketing our products at any time;

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our reseller agreements are non-exclusive and are for one-year terms, with no obligation upon the resellers to renew the agreements; and

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our reseller, distributor and end-user customer agreements generally do not require minimum purchases.

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the risk that budgetary constraints and internal acceptance reviews by customers will result in the loss of potential sales;

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the risk of substantial variation in the length of the sales cycle from customer to customer, making decisions on the expenditure of resources difficult to assess;

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the risk that we may incur substantial sales, marketing and services expenses and expend significant management time in an attempt to initiate or increase the sale of products to customers, but not succeed; and

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the risk that, if a sales forecast from a specific customer for a particular quarter is not achieved in that quarter, we may be unable to compensate for the shortfall, which could harm our operating results.

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ASICs;

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microprocessors;

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programmable integrated circuits;

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selected other integrated circuits;

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cables;

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custom power supplies; and

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custom-tooled sheet metal.

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flash memories;

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dynamic and static random access memories, or DRAMs and SRAMs, respectively; and

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printed circuit boards.

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stop selling our products that incorporate the challenged intellectual property;

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obtain a license to sell or use the relevant technology, which license may not be available on reasonable terms or available at all;

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pay damages; or

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redesign those products that use the disputed technology.

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longer accounts receivable collection cycles;

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difficulties in managing operations across disparate geographic areas;

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difficulties associated with enforcing agreements through foreign legal systems;

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the payment of operating expenses in local currencies, which exposes us to risks of currency fluctuations;

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import or export licensing requirements;

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difficulty in safeguarding intellectual property;

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political and economic turbulence;

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potential adverse tax consequences; and

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unexpected changes in regulatory requirements, including export restrictions.

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issue equity securities which would dilute current stockholders’ percentage ownership;

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incur substantial debt;

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assume contingent liabilities; or

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expend significant cash.

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difficulties in the assimilation of acquired operations, technologies or products;

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unanticipated costs associated with the acquisition or investment transaction;

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the diversion of management’s attention from other business concerns;

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adverse effects on existing business relationships with suppliers and customers;

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risks associated with entering markets in which we have no or limited prior experience;

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the potential loss of key employees of acquired organizations;

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substantial charges for the amortization of certain purchased intangible assets, deferred stock compensation or similar items; and

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impairment charges taken in the future for goodwill amounts that cannot be supported in future periods.

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(1)

For purposes of computing the ratio of earnings to fixed charges, earnings consist of income before provision for income taxes plus fixed charges. Fixed charges consist of interest charges and that portion of rental expense that we believe to be representative of interest. Earnings were inadequate to cover fixed charges in fiscal 2001 and for the six months ended December 31, 2001.

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only in fully registered form;

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without interest coupons; and

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in denominations of $1,000 and greater multiples thereof.

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DTC notifies us that it is unwilling, unable or no longer qualified to continue acting as the depositary for the global note; or

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an event of default with respect to the notes represented by the global note has occurred and is continuing.

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you cannot get notes registered in your name if they are represented by the global note;

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you cannot receive physical certificated notes in exchange for your beneficial interest in the global notes;

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you will not be considered to be the owner or holder of the global note or any note it represents for any purpose; and

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all payments on the global note will be made to DTC or its nominee.

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DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a clearing corporation within the meaning of the Uniform Commercial Code, as amended, and a clearing agency registered pursuant to the provisions of Section 17A of the Exchange Act;

•

DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants;

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Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations;

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Certain participants, or their representatives, together with other entities, own DTC; and

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Indirect access to the DTC System is available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

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dividends and other distributions payable in our common stock on shares of our capital stock;

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the issuance to all holders of our common stock of rights, options or warrants entitling them to subscribe for or purchase our common stock at less than the then current market price of such common stock as of the record date for stockholders entitled to receive such rights, options or warrants, provided that the conversion price will be readjusted to the extent that such rights, options or warrants are not exercised prior to their expiration;

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subdivisions, combinations and reclassifications of our common stock;

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distributions to all holders of our common stock of evidences of our indebtedness, shares of capital stock, cash or assets, including securities, but excluding:

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those dividends, rights, options, warrants and distributions referred to above;

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dividends and distributions paid exclusively in cash; and

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distributions upon mergers or consolidations discussed below;

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distributions consisting exclusively of cash, excluding any cash portion of distributions referred to immediately above, or cash distributed upon a merger or consolidation to which the next succeeding bullet point applies, to all holders of our common stock in an aggregate amount that, combined together with:

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other all-cash distributions made within the preceding 365–day period in respect of which no adjustment has been made; and

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any cash and the fair market value of other consideration payable in connection with any tender offer by us or any of our subsidiaries for our common stock concluded within the preceding 365–day period in respect of which no adjustment has been made,

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the successful completion of a tender offer made by us or any of our subsidiaries for our common stock which involves an aggregate consideration that, together with:

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any cash and other consideration payable in a tender offer by us or any of our subsidiaries for our common stock expiring within the 365-day period preceding the expiration of that tender offer in respect of which no adjustment has been made; and

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the aggregate amount of all cash distributions referred to above to all holders of our common stock within the 365-day period preceding the expiration of that tender offer in respect of which no adjustments have been made,

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any credit or loan agreement, note, bond, debenture or other written obligation;

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our incurring obligations for money borrowed;

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any note or similar instrument issued by us in connection with the acquisition of any businesses, properties or assets of any kind;

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our leasing real or personal property:

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under leases if all or portion of the lessee’s rental obligations are required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles; or

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under leases, participation agreements, guarantees or similar documents entered into by us in connection with the leasing or real or personal property by us or any of our subsidiaries which provides that we are contractually obligated to purchase or cause a third party to purchase the leased property for a fixed price or otherwise guarantee a residual value of leased property to the lessor or a third party, whether or not such lease is properly classified as an operating or capital lease in accordance with generally accepted accounting principles;

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any interest rate and currency swaps, caps, floors, collars, hedge agreements, forward contracts of similar agreements of arrangements;

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any letter of credit, bankers’ acceptances and similar facilities, including reimbursement obligations with respect to the foregoing;

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any deferred purchase price of property or services;

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all obligations of the type referred to in the above clauses of another person and any dividends of another person, the payment of which, in either case, we have assumed or guaranteed, or for with we are responsible or liable, directly or indirectly, jointly or severally, as obligor, guarantor or otherwise, or which are secured by a lien on our property; and

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renewals, extensions, modifications, replacements, restatements and refunding of, or any indebtedness or obligation issued in exchange for, any such indebtedness or obligation described in the above clauses of this definition.

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the notes;

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any other indebtedness or obligation if its terms or the terms of the instrument under which or pursuant to which it is issued expressly provide that it is not superior in right of payment to the notes; or

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any trade accounts payable or accrued liabilities arising in the ordinary course of business.

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we default in our obligations to pay principal, premium, interest or other amount on our designated senior debt, including a default under any redemption or repurchase obligation, and the default continues beyond any applicable grace period that we may have to make these payments; or

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any other default occurs and is continuing on any designated senior debt; and

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the default permits the holders of the designated senior debt to accelerate its maturity; and

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the trustee has received a payment blockage notice from us, the holder of such debt or such other person permitted to give such notice under the indenture.

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the date the nonpayment default is cured or waived or ceases to exist; or

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179 days after the payment blockage notice is received.

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365 days have elapsed since the initial effectiveness of the immediately prior payment blockage notice; and

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all scheduled payments of principal, any premium and interest with respect to the notes that have come due have been paid in full in cash.

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any acceleration of the principal on the notes as a result of any event of default of the notes; or

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any payment or distribution of our assets to creditors upon any dissolution, winding up, liquidation or reorganization, whether voluntary or involuntary, marshaling of assets, assignment for the benefit of creditors, or in bankruptcy, insolvency, receivership or other similar proceedings.

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any aspect of DTC’s records or any participant’s or indirect participant’s records relating to or payments made on account of beneficial ownership interests in the global note, or for maintaining, supervising or reviewing any of DTC’s records or any participant’s or indirect participant’s records relating to the beneficial ownership interests in the global note; or

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any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

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any person acquires beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of our capital stock entitling the person to exercise 50% or more of the total voting power of all shares of our capital stock that is entitled to vote generally in elections of directors, other than an acquisition by us, any of our subsidiaries or any of our employee benefit plans; or

•

we merge or consolidate with or into any other person, any merger of another person into us or we convey, sell, transfer or lease all or substantially all of our assets to another person, other than any such transaction:

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that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of our capital stock; and

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pursuant to which the holders of 50% or more of the total voting power of all shares of our capital stock entitled to vote generally in elections of directors immediately prior to such transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in the election of directors of the continuing or surviving corporation immediately after such transaction; or

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any transaction which is effected solely to change our jurisdiction of incorporation and results in a reclassification, conversion or exchange of outstanding shares of our common stock into solely shares of common stock.

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the closing price per share of our common stock for any five trading days within the period of 10 consecutive trading days ending immediately after the later of the change in control or the public announcement of the change in control, in the case of a change in control relating to an acquisition of capital stock, or the period of 10 consecutive trading days ending immediately before the change in control, in the case of change in control relating to a merger, consolidation or asset sale, equals or exceeds 105% of the conversion price of the notes in effect on each of those trading days; or

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all of the consideration, excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights, in a merger or consolidation otherwise constituting a change of control under the first and second bullet points in the preceding paragraph above consists of shares of common stock, depository receipts or other certificates representing common equity interests traded on a national securities exchange or quoted on the Nasdaq National Market, or will be so traded or quoted immediately following such merger or consolidation, and as a result of such merger or consolidation the notes become convertible solely into such common stock, depository receipts or other certificates representing common equity interests.

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the conversion price is equal to $1,000 divided by the conversion rate;

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whether a person is a “beneficial owner” will be determined in accordance with Rule 13d-3 under the Exchange Act; and

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“person” includes any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

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the entity formed by such consolidation or into or with which we are merged or the entity to which our properties and assets are so conveyed, transferred, sold or leased, shall be a corporation, limited liability company, partnership or trust organized and existing under the laws of the United States, any State within the United States or the District of Columbia and, if we are not the surviving entity, the surviving entity assumes the payment of the principal of, premium, if any, and interest on the notes and the performance of our other covenants under the indenture; and

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immediately after giving effect to the transaction, no event of default, and no event that, after notice or lapse of time or both, would become an event of default, will have occurred and be continuing.

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we fail to pay principal of or premium, if any, on any note when due, whether or not prohibited by the subordination provisions of the indenture;

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we fail to pay any interest, including any liquidated damages, on any note when due, which failure continues for 30 days, whether or not prohibited by the subordination provisions of the indenture;

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we fail to provide notice of a change in control;

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we fail to perform any other covenant in the indenture, which failure continues for 60 days following notice as provided in the indenture;

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any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by us or any of our significant subsidiaries, in an aggregate principal amount in excess of $30.0 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled, within a period of 30 days after notice as provided in the indenture; and

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certain events of bankruptcy, insolvency or reorganization involving us or any of our subsidiaries.

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you give the trustee written notice of a continuing event of default;

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the holders of at least 25% in aggregate principal amount of the outstanding notes have made written request and offered reasonable indemnity to the trustee to institute proceedings;

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the trustee has not received from the holders of a majority in aggregate principal amount of the outstanding notes a direction inconsistent with the written request; and

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the trustee shall have failed to institute such proceeding within 60 days of the written request.

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with the written consent of the holders of not less than a majority in aggregate principal amount of the notes at the time outstanding; or

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by the adoption of a resolution, at a meeting of holders of the notes at which a quorum is present, by the holders of at least 66 2/3% in aggregate principal amount of the notes represented at such meeting.

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change the stated maturity of the principal or interest of a note;

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reduce the principal amount of, or any premium or interest on, any note;

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reduce the amount payable upon a redemption or mandatory repurchase;

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modify the provisions with respect to the repurchase rights of holders of notes in a manner adverse to the holders;

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modify our right to redeem the notes in a manner adverse to the holders;

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change the place or currency of payment on a note;

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impair the right to institute suit for the enforcement of any payment on any note;

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modify our obligation to maintain an office or agency in New York City;

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modify the subordination provisions in a manner that is adverse to the holders of the notes;

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adversely affect the right to convert the notes other than a modification or amendment required by the terms of the indenture;

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modify our obligation to deliver information required under Rule 144A to permit resales of the notes and common stock issued upon conversion of the notes if we cease to be subject to the reporting requirements under the Exchange Act;

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reduce the above-stated percentage of the principal amount of the holders whose consent is needed to modify or amend the indenture;

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reduce the percentage of the principal amount of the holders whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults; or

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reduce the percentage required for the adoption of a resolution or the quorum required at any meeting of holders of notes at which a resolution is adopted.

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file with the SEC, within 90 days after the date the notes are originally issued, a shelf registration statement covering resales of the registrable securities;

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use our reasonable efforts to cause the shelf registration statement to be declared effective under the Securities Act within 180 days after the date the notes are originally issued; and

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use our reasonable efforts to keep effective the shelf registration statement until two years after the date the notes are issued or, if earlier, until there are no outstanding registrable securities.

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on or prior to 90 days following the date the notes were originally issued, a shelf registration statement has not been filed with the SEC; or

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on or prior to 180 days following the date the notes were originally issued, the shelf registration statement is not declared effective.

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0.25% of the principal amount per annum to and including the 90th day after the registration default; and

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0.50% of the principal amount per annum from and after the 91st day after the registration default.

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the shelf registration statement ceases to be effective, or we otherwise prevent or restrict holders of registrable securities from making sales under the shelf registration statement, for more than 30 days, whether or not consecutive, during any 90-day period; or

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the shelf registration statement ceases to be effective, or we otherwise prevent or restrict holders of registrable securities from making sales under the shelf registration statement, for more than 90 days, whether or not consecutive, during any 12-month period.

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the time the shelf registration statement again becomes effective or the holders of registrable securities are again able to make sales under the shelf registration statement, depending on which event triggered the increase in interest rate; or

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two years after the date the notes are issued or, if earlier, until there are no outstanding registrable securities.

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will be required to be named as a selling security holder in the related prospectus;

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may be required to deliver a prospectus to purchasers;

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may be subject to certain civil liability provisions under the Securities Act in connection with those sales; and

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will be bound by the provisions of the registration rights agreement that apply to a holder making such an election, including certain indemnification provisions.

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the division of the board of directors into three separate classes;

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the right of the board of directors to elect a director to fill a vacancy created by the expansion of the board of directors; and

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the ability of the board of directors to alter our bylaws without getting stockholder approval.

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*

Less than 1%.

(1)

Information concerning the selling securityholders may change from time to time. Any such changed information will be set forth in supplements to this prospectus if and when necessary.

(2)

Assumes a conversion price of $20.96 per share, and a cash payment in lieu of any fractional share interest. However, this conversion price will be subject to adjustment as described under “Description of Notes—Conversion Rights.” As a result, the amount of common stock issuable upon conversion of the notes may increase or decrease in the future.

(3)

Information concerning other selling securityholders will be set forth in prospectus supplements from time to time, if required.

(4)

Assumes that any other holders of notes or any future transferee from any such holder does not beneficially own any common stock other than the common stock issuable upon conversion of the notes at the initial conversion rate.

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directly by the selling securityholders;

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through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the selling securityholders or the purchasers of the notes and the underlying common stock.

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fixed prices;

•

prevailing market prices at the time of sale;

•

varying prices determined at the time of sale; or

•

negotiated prices.

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on any national securities exchange or quotation service on which the notes and underlying common stock may be listed or quoted at the time of the sale, including the Nasdaq National Market in the case of the common stock;

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in the over-the-counter market;

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in transactions otherwise than on such exchanges or services or in the over-the-counter market; or

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through the writing of options.

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*

Previously filed.

(1)

Incorporated by reference to Exhibit 3.4 to the Company’s current report on Form 8-K/A filed June 7, 2001.

(2)

Incorporated by reference to Exhibit 3.5 to the Company’s annual report on Form 10-K filed September 26, 2001.

(3)

Incorporated by reference to Exhibit 3.6 to the Company’s annual report on Form 10-K filed September 26, 2001.

(4)

Incorporated by reference to Exhibit 3.7 to the Company’s annual report on Form 10-K filed September 26, 2001.

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*

Previously filed.

(1)

Incorporated by reference to Exhibit 3.4 to the Company’s current report on Form 8-K/A filed June 7, 2001.

(2)

Incorporated by reference to Exhibit 3.5 to the Company’s annual report on Form 10-K filed September 26, 2001.

(3)

Incorporated by reference to Exhibit 3.6 to the Company’s annual report on Form 10-K filed September 26, 2001.

(4)

Incorporated by reference to Exhibit 3.7 to the Company’s annual report on Form 10-K filed September 26, 2001.

                                                                     EXHIBIT 4.3




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

                             EXTREME NETWORKS, INC.

                                     ISSUER

                                       TO

            STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.,

                                     TRUSTEE

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

                                    INDENTURE

                          Dated as of December 5, 2001

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

            3.5% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 1, 2006




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





                                         TABLE OF CONTENTS



                                                                                                Page
                                                                                                ----
                                                                                             
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION .............................    1

     SECTION 1.1    Definitions ...............................................................    1
     SECTION 1.2    Compliance Certificates And Opinions ......................................   10
     SECTION 1.3    Form of Documents Delivered to the Trustee ................................   11
     SECTION 1.4    Acts of Holders of Securities .............................................   11
     SECTION 1.5    Notices, Etc to the Trustee and Company ...................................   13
     SECTION 1.6    Notice to Holders of Securities; Waiver ...................................   14
     SECTION 1.7    Effect of Headings and Table of Contents ..................................   14
     SECTION 1.8    Successors and Assigns ....................................................   14
     SECTION 1.9    Separability Clause .......................................................   15
     SECTION 1.10   Benefits of Indenture .....................................................   15
     SECTION 1.11   Governing Law .............................................................   15
     SECTION 1.12   Legal Holidays ............................................................   15
     SECTION 1.13   Conflict With Trust Indenture Act .........................................   15

ARTICLE II SECURITY FORMS .....................................................................   16

     SECTION 2.1    Form Generally ............................................................   16
     SECTION 2.2    Form of Security ..........................................................   17
     SECTION 2.3    Form of Certificate of Authentication .....................................   30
     SECTION 2.4    Form of Conversion Notice .................................................   30
     SECTION 2.5    Form of Assignment ........................................................   31

ARTICLE III THE SECURITIES ....................................................................   32

     SECTION 3.1    Title and Terms ...........................................................   32
     SECTION 3.2    Denominations .............................................................   32
     SECTION 3.3    Execution, Authentication, Delivery and Dating ............................   33
     SECTION 3.4    Global Securities; Non-global Securities; Book-entry Provisions ...........   33
     SECTION 3.5    Registration; Registration of Transfer and Exchange; Restrictions on
                    Transfer ..................................................................   35
     SECTION 3.6    Mutilated, Destroyed, Lost or Stolen Securities ...........................   38
     SECTION 3.7    Payment of Interest; Interest Rights Preserved ............................   39
     SECTION 3.8    Persons Deemed Owners .....................................................   40
     SECTION 3.9    Cancellation ..............................................................   40
     SECTION 3.10   Computation of Interest ...................................................   40
     SECTION 3.11   CUSIP Numbers .............................................................   41

ARTICLE IV SATISFACTION AND DISCHARGE .........................................................   41

     SECTION 4.1    Satisfaction and Discharge of Indenture ...................................   41
     SECTION 4.2    Application of Trust Money ................................................   42


                                                                             -i-



                                           TABLE OF CONTENTS
                                              (Continued)



                                                                                                Page
                                                                                                ----
                                                                                            
ARTICLE V REMEDIES ............................................................................   43

     SECTION 5.1    Events of Default .........................................................   43
     SECTION 5.2    Acceleration of Maturity; Rescission and Annulment ........................   44
     SECTION 5.3    Collection of Indebtedness and Suits for Enforcement by Trustee ...........   45
     SECTION 5.4    Trustee May File Proofs of Claim ..........................................   46
     SECTION 5.5    Trustee May Enforce Claims Without Possession of Securities ...............   47
     SECTION 5.6    Application of Money Collected ............................................   47
     SECTION 5.7    Limitation on Suits .......................................................   47
     SECTION 5.8    Unconditional Right of Holders to Receive Principal, Premium and
                    Interest and to Convert ...................................................   48
     SECTION 5.9    Restoration of Rights and Remedies ........................................   48
     SECTION 5.10   Rights and Remedies Cumulative ............................................   48
     SECTION 5.11   Delay or Omission Not Waiver ..............................................   49
     SECTION 5.12   Control by Holders of Securities ..........................................   49
     SECTION 5.13   Waiver of Past Defaults ...................................................   49
     SECTION 5.14   Undertaking for Costs .....................................................   49
     SECTION 5.15   Waiver of Stay, Usury or Extension Laws ...................................   50

ARTICLE VI THE TRUSTEE ........................................................................   50

     SECTION 6.1    Certain Duties and Responsibilities .......................................   50
     SECTION 6.2    Notice of Defaults ........................................................   51
     SECTION 6.3    Certain Rights of Trustee .................................................   52
     SECTION 6.4    Not Responsible for Recitals or Issuance ofSecurities .....................   53
     SECTION 6.5    May Hold Securities, Act as Trustee under Other Indentures ................   53
     SECTION 6.6    Money Held in Trust .......................................................   53
     SECTION 6.7    Compensation and Reimbursement ............................................   53
     SECTION 6.8    Corporate Trustee Required; Eligibility ...................................   54
     SECTION 6.9    Resignation and Removal; Appointment of Successor .........................   54
     SECTION 6.10   Acceptance of Appointment by Successor ....................................   55
     SECTION 6.11   Merger, Conversion, Consolidation or Succession to Business ...............   56
     SECTION 6.12   Authenticating Agents .....................................................   56
     SECTION 6.13   Disqualification; Conflicting Interests ...................................   58
     SECTION 6.14   Preferential Collection of Claims Against Company .........................   58

ARTICLE VII CONSOLIDATION, MERGER,CONVEYANCE, TRANSFER OR LEASE ...............................   58

     SECTION 7.1    Company May Consolidate, Etc. Only on Certain Terms .......................   58
     SECTION 7.2    Successor Substituted .....................................................   58

ARTICLE VIII SUPPLEMENTAL INDENTURES ..........................................................   59

     SECTION 8.1    Supplemental Indentures Without Consent of Holders of Securities ..........   59


                                                                            -ii-



                                          TABLE OF CONTENTS
                                              (Continued)



                                                                                                Page
                                                                                                ----
                                                                                            
     SECTION 8.2    Supplemental Indentures with Consent of Holders of Securities .............   60
     SECTION 8.3    Execution of Supplemental Indentures ......................................   61
     SECTION 8.4    Effect of Supplemental Indentures .........................................   61
     SECTION 8.5    Reference in Securities to Supplemental Indentures ........................   61
     SECTION 8.6    Notice of Supplemental Indentures .........................................   62

ARTICLE IX MEETINGS OF HOLDERS OF SECURITIES ..................................................   62

     SECTION 9.1    Purposes for Which Meetings May Be Called .................................   62
     SECTION 9.2    Call, Notice and Place of Meetings ........................................   62
     SECTION 9.3    Persons Entitled to Vote at Meetings ......................................   62
     SECTION 9.4    Quorum; Action ............................................................   63
     SECTION 9.5    Determination of Voting Rights; Conduct and Adjournment of Meetings .......   63
     SECTION 9.6    Counting Votes and Recording Action of Meetings ...........................   64

ARTICLE X COVENANTS ...........................................................................   65

     SECTION 10.1   Payment of Principal, Premium and Interest ................................   65
     SECTION 10.2   Maintenance of Offices or Agencies ........................................   65
     SECTION 10.3   Money for Security Payments to Be Held in Trust ...........................   66
     SECTION 10.4   Existence .................................................................   67
     SECTION 10.5   Maintenance of Properties .................................................   67
     SECTION 10.6   Payment of Taxes and Other Claims .........................................   67
     SECTION 10.7   Registration and Listing ..................................................   67
     SECTION 10.8   Statement by Officers as to Default .......................................   68
     SECTION 10.9   Delivery of Certain Information ...........................................   68
     SECTION 10.10  Resale of Certain Securities ..............................................   68
     SECTION 10.11  Registration Rights .......................................................   69
     SECTION 10.12  Waiver of Certain Covenants ...............................................   71

ARTICLE XI REDEMPTION OF SECURITIES ...........................................................   71

     SECTION 11.1   Right of Redemption .......................................................   71
     SECTION 11.2   Applicability of Article ..................................................   71
     SECTION 11.3   Election to Redeem; Notice to Trustee .....................................   71
     SECTION 11.4   Selection by Trustee of Securities to Be Redeemed .........................   71
     SECTION 11.5   Notice of Redemption ......................................................   72
     SECTION 11.6   Deposit of Redemption Price ...............................................   73
     SECTION 11.7   Securities Payable on Redemption Date .....................................   73
     SECTION 11.8   Conversion Arrangement on Call for Redemption .............................   74

ARTICLE XII CONVERSION OF SECURITIES ..........................................................   75

     SECTION 12.1   Conversion Privilege and Conversion Rate ..................................   75


                                                                           -iii-



                                          TABLE OF CONTENTS
                                              (Continued)



                                                                                                Page
                                                                                                ----
                                                                                            
     SECTION 12.2   Exercise of Conversion Privilege ..........................................   75
     SECTION 12.3   Fractions of Shares .......................................................   77
     SECTION 12.4   Adjustment of Conversion Rate .............................................   77
     SECTION 12.5   Notice of Adjustments of Conversion Rate ..................................   82
     SECTION 12.6   Notice of Certain Corporate Action ........................................   82
     SECTION 12.7   Company to Reserve Common Stock ...........................................   83
     SECTION 12.8   Taxes on Conversions ......................................................   83
     SECTION 12.9   Covenant as to Common Stock ...............................................   83
     SECTION 12.10  Cancellation of Converted Securities ......................................   84
     SECTION 12.11  Provision in Case of Consolidation, Merger or Sale of Assets ..............   84
     SECTION 12.12  Rights Issued in Respect of Common Stock ..................................   85
     SECTION 12.13  Responsibility of Trustee for Conversion Provisions .......................   85

ARTICLE XIII SUBORDINATION OF SECURITIES ......................................................   86

     SECTION 13.1   Securities Subordinate to Senior Debt .....................................   86
     SECTION 13.2   No Payment in Certain Circumstances, Payment over of Proceeds upon
                    Dissolution, Etc ..........................................................   86
     SECTION 13.3   Prior Payment to Senior Debt upon Acceleration of Securities ..............   88
     SECTION 13.4   Payment Permitted If No Default ...........................................   88
     SECTION 13.5   Subrogation to Rights of Holders of Senior Debt ...........................   89
     SECTION 13.6   Provisions Solely to Define Relative Rights ...............................   89
     SECTION 13.7   Trustee to Effectuate Subordination .......................................   90
     SECTION 13.8   No Waiver of Subordination Provisions .....................................   90
     SECTION 13.9   Notice to Trustee .........................................................   90
     SECTION 13.10  Reliance on Judicial Order or Certificate of Liquidating Agent ............   91
     SECTION 13.11  Trustee Not Fiduciary for Holders of Senior Debt ..........................   91
     SECTION 13.12  Reliance by Holders of Senior Debt on Subordination Provisions ............   91
     SECTION 13.13  Rights of Trustee as Holder of Senior Debt; Preservation of
                    Trustee's Rights ..........................................................   92
     SECTION 13.14  Article Applicable to Paying Agents .......................................   92
     SECTION 13.15  Certain Conversions and Repurchases Deemed Payment ........................   92

ARTICLE XIV REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER UPON A CHANGE IN CONTROL .....   93

     SECTION 14.1   Right to Require Repurchase ...............................................   93
     SECTION 14.2   Conditions to the Company's Election to Pay the Repurchase Price
                    in Common Stock ...........................................................   93
     SECTION 14.3   Notices; Method of Exercising Repurchase Right, Etc .......................   94
     SECTION 14.4   Certain Definitions .......................................................   97
     SECTION 14.5   Consolidation, Merger, etc ................................................   98

ARTICLE XV HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY;


                                                                            -iv-



                                             TABLE OF CONTENTS
                                                 (Continued)



                                                                                                Page
                                                                                                ----
                                                                                             
     NON-RECOURSE .............................................................................   99

     SECTION 15.1   Company to Furnish Trustee Names and Addresses of Holders .................   99
     SECTION 15.2   Preservation of Information ...............................................   99
     SECTION 15.3   Reports by Trustee ........................................................  100
     SECTION 15.4   Reports by Company ........................................................  100

ARTICLE XVI IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS ...................  100

     SECTION 16.1   Indenture and Securities Solely Corporate Obligations .....................  100


                                                                             -v-



     Indenture, dated as of December 5, 2001, between EXTREME NETWORKS, INC., a
corporation duly organized and existing under the laws of the State of Delaware,
having its principal office at 3585 Monroe Street, Santa Clara, California 95051
(herein called the "Company"), and STATE STREET BANK AND TRUST COMPANY OF
CALIFORNIA, N.A., a national banking association organized under the laws of the
United States, as Trustee hereunder (herein called the "Trustee").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the creation of an issue of its 3.5%
Convertible Subordinated Notes due December 1, 2006 (herein called the
"Securities") of substantially the tenor and amount hereinafter set forth, and
to provide therefor the Company has duly authorized the execution and delivery
of this Indenture.

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1 Definitions.
            -----------

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

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

     (2) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles in
the United States, and, except as otherwise herein expressly provided, the term
"generally accepted accounting principles" with respect to any computation
required or permitted hereunder shall mean such accounting principles as are
generally accepted at the date of such computation; and

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



     "Act," when used with respect to any Holder of a Security, has the meaning
specified in Section 1.4.

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

     "Agent Member" means any member of, or participant in, the Depositary.

     "Applicable Procedures" means, with respect to any transfer or transaction
involving a Global Security or beneficial interest therein, the rules and
procedures of DTC or any successor Depository, in each case to the extent
applicable to such transaction and as in effect from time to time.

     "Authenticating Agent" means any Person authorized pursuant to Section 6.12
to act on behalf of the Trustee to authenticate Securities.

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

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

     "Business Day," when used with respect to any Place of Payment, Place of
Conversion or any other place, as the case may be, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in such Place of Payment, Place of Conversion or other place, as the case may
be, are authorized or obligated by law or executive order to close.

     "Change in Control" has the meaning specified in Section 14.4(2).

     "Closing Price Per Share" means, with respect to the Common Stock, for any
day, (i) the last reported sale price regular way on the Nasdaq National Market
or, (ii) if the Common Stock is not quoted on the Nasdaq National Market, the
last reported sale price regular way per share or, in case no such reported sale
takes place on such day, the average of the reported closing bid and asked
prices regular way, in either case, on the principal national securities
exchange on which the Common Stock is listed or admitted to trading, or (iii) if
the Common Stock is not quoted on the Nasdaq National Market or listed or
admitted to trading on any national securities exchange, the average of the
closing bid prices in the over-the-counter market as furnished by any New York
Stock Exchange member firm selected from time to time by the Company for that
purpose.

                                       -2-



     "Code" has the meaning specified in Section 2.l.

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

     "Common Stock" means the Common Stock, par value $0.001 per share, of the
Company authorized at the date of this instrument as originally executed.
Subject to the provisions of Section 12.11, shares issuable on conversion or
repurchase of Securities shall include only shares of Common Stock or shares of
any class or classes of common stock resulting from any reclassification or
reclassifications thereof; provided, however, that if at any time there shall be
more than one such resulting class, the shares so issuable on conversion of
Securities shall include shares of all such classes, and the shares of each such
class then so issuable shall be substantially in the proportion which the total
number of shares of such class resulting from all such reclassifications bears
to the total number of shares of all such classes resulting from all such
reclassifications.

     "common stock" includes any stock of any class of capital stock which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the issuer
thereof and which is not subject to redemption by the issuer thereof.

     "Company" means the Person named as the "Company" in the first paragraph of
this instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.

     "Company Notice" has the meaning specified in Section 14.3.

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by (i) its Chairman of the Board, its Vice
Chairman of the Board, its Chief Executive Officer, its President, an Executive
Vice President or a Vice President, and by (ii) its principal financial officer,
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

     "Constituent Person" has the meaning specified in Section 12.11.

     "Conversion Agent" means any Person authorized by the Company to convert
Securities in accordance with Article XII. The Company has initially appointed
the Trustee as its Conversion Agent pursuant to Section 10.2 hereof.

     "Conversion Price" has the meaning specified in Section 14.4(3).

     "Conversion Rate" has the meaning specified in Section 12.1.

                                       -3-



     "Corporate Trust Office" means the office of the Trustee at which at any
particular time the trust created by this Indenture shall be principally
administered (which at the date of this Indenture is located at 633 West 5th
Street, 12th Floor, Los Angeles, California 90071, Attention: Corporate Trust
Administration (Extreme Networks, Inc., 3.5% Convertible Subordinated Notes due
December 1, 2006).

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

     "Defaulted Interest" has the meaning specified in Section 3.7.

     "Depositary" means, with respect to any Securities (including any Global
Securities), a clearing agency that is registered as such under the Exchange Act
and is designated by the Company to act as Depositary for such Securities (or
any successor securities clearing agency so registered).

     "Designated Senior Debt" means the Company's obligations under any
particular Senior Debt in which the instrument creating or evidencing the same
or the assumption or guarantee thereof (or related agreements or documents to
which the Company is a party) expressly provides that such Senior Debt shall be
"Designated Senior Debt" for purposes of this Indenture; provided that such
instrument, agreement or other document may place limitations and conditions on
the right of such Senior Debt to exercise the rights of Designated Senior Debt.
Notwithstanding the foregoing, for all purposes under this Indenture, all
obligations of the Company under the Lease Agreement (Improvements), dated June
1, 2001 (as subsequently amended), between the Company and BNP Leasing
Corporation, and the Lease Agreement (Land), dated June 1, 2001 (as subsequently
amended), between the Company and BNP Leasing Corporation, shall constitute
Designated Senior Debt.

     "Dollar" or "U.S.$" means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the
payment of public and private debts.

     "DTC" means The Depository Trust Company, a New York corporation.

     "Effective Failure" has the meaning specified in Section 10.11.

     "Effectiveness Period" has the meaning specified in Section 10.11.

     "Event of Default" has the meaning specified in Section 5.1.

     "Exchange Act" means the United States Securities Exchange Act of 1934 (or
any successor statute), as amended from time to time.

     "Global Security" means a Security that is registered in the Security
Register in the name of a Depositary or a nominee thereof.

     "Holder" means the Person in whose name the Security is registered in the
Security Register.

                                       -4-



     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all purposes of this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively.

     "Initial Purchasers" mean Goldman, Sachs & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Robertson Stephens, Inc.

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

     "Issue Date" means December 5, 2001.

     "Liquidated Damages" has the meaning specified in Section 10.11.

     "Maturity", when used with respect to any Security, means the date on which
the principal of such Security becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption, exercise of the repurchase right set forth in Article XIV or
otherwise.

     "Non-electing Share" has the meaning specified in Section 12.11.

     "Notice of Default" has the meaning specified in Section 5.1.

     "Officers' Certificate" means a certificate signed by (i) the Chairman of
the Board, a Vice Chairman of the Board, the Chief Executive Officer, the
President, an Executive Vice President, a Senior Vice President or a Vice
President and by (ii) the principal financial officer, the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and
delivered to the Trustee. One of the Officers signing an Officers' Certificate
given pursuant to Section 10.8 shall be the principal executive, financial or
accounting officer of the Company.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company and who shall be acceptable to the Trustee.

     "Outstanding", when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:

          (i)  Securities theretofore canceled by the Trustee or delivered to
               the Trustee for cancellation;

          (ii) Securities for the payment or redemption of which money in the
               necessary amount has been theretofore deposited with the Trustee
               or any Paying Agent (other than the Company) in trust or set
               aside and segregated in trust by the Company (if the Company
               shall act as its own Paying Agent) for the Holders

                                       -5-



                of such Securities, provided that if such Securities are to be
                redeemed, notice of such redemption has been duly given pursuant
                to this Indenture or provision therefor satisfactory to the
                Trustee has been made;

          (iii) Securities which have been paid pursuant to Section 3.6 or in
                exchange for or in lieu of which other Securities have been
                authenticated and delivered pursuant to this Indenture, other
                than any such Securities in respect of which there shall have
                been presented to the Trustee proof satisfactory to it that such
                Securities are held by a bona fide purchaser in whose hands such
                Securities are valid obligations of the Company; and

          (iv)  Securities converted into Common Stock pursuant to Article XII;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities are present at a meeting of Holders
of Securities for quorum purposes or have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such determination as to the presence of a quorum or upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Securities which a Responsible Officer of the Trustee has been notified in
writing to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee is not
the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor, and the Trustee shall be protected in relying
upon an Officer's Certificate to such effect.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company and, except
as otherwise specifically set forth herein, such term shall include the Company
if it shall act as its own Paying Agent. The Company has initially appointed the
Trustee as its Paying Agent pursuant to Section 10.2 hereof.

     "Payment Blockage Notice" has the meaning specified in Section 13.2.

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

     "Place of Conversion" has the meaning specified in Section 3.1.

     "Place of Payment" has the meaning specified in Section 3.1.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in

                                       -6-



lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

     "Purchase Agreement" means the Purchase Agreement, dated as of November 29,
2001, between the Company and the Initial Purchasers, as such agreement may be
amended from time to time.

     "Qualified Institutional Buyer" shall mean a "qualified institutional
buyer" as defined in Rule 144A.

     "Press Release" means any press release issued by the Company and
disseminated to Reuters Business News Services and Bloomberg News Services.

     "Record Date" means any Regular Record Date or Special Record Date.

     "Record Date Period" means the period from the close of business of any
Regular Record Date next preceding any Interest Payment Date to the opening of
business on such Interest Payment Date.

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

     "Redemption Price," when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

     "Registrable Securities" has the meaning specified in Section 10.11.

     "Registration Default" has the meaning specified in Section 2.2.

     "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of December 5, 2001, between the Company and the Initial Purchasers, as
such agreement may be amended from time to time.

     "Regular Record Date" for interest payable in respect of any Security on
any Interest Payment Date means the May 15 or November 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.

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

     "Repurchase Date" has the meaning specified in Section 14.1.

                                       -7-



     "Repurchase Price" has the meaning specified in Section 14.1.

     "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge and familiarity with the particular
subject.

     "Restricted Global Security" has the meaning specified in Section 2.1.

     "Restricted Securities" means all Securities required pursuant to Section
3.5(3) to bear any Restricted Securities Legend. Such term includes the
Restricted Global Security.

     "Restricted Securities Legend" means, collectively, the legends
substantially in the forms of the legends required in the form of Security set
forth in Section 2.2 to be placed upon each Restricted Security.

     "Rights Plan" has the meaning specified in Section 12.4(13).

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

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

     "Rule 144A Information" has the meaning specified in Section 10.9.

     "Securities" has the meaning ascribed to it in the first paragraph under
the caption "Recitals of the Company."

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

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.5.

     "Senior Debt" means the principal of (and premium, if any) and interest
(including all interest accruing subsequent to the commencement of any
bankruptcy or similar proceeding, whether or not a claim for post-petition
interest is allowable as a claim in any such proceeding) on, and all fees and
other amounts payable or rent or other obligations, whether absolute or
contingent, secured or unsecured, due or to become due, outstanding on the date
of this Indenture or thereafter created, incurred or assumed in connection with
any of the following: (a) any credit or loan agreement, note, bond, debenture or
other written obligation of the Company, (b) all obligations of the Company for
money borrowed, (c) any note or similar instrument issued by the Company in
connection with the acquisition of any businesses, properties or assets of any
kind, (d) the Company's leasing real or personal property (i) under leases, if
all or a portion of the lessee's rental obligations are required to

                                       -8-



be capitalized on the balance sheet of the lessee under generally accepted
accounting principles or (ii) under leases, participation agreements, guarantees
or similar documents entered into by the Company in connection with the leasing
of real or personal property by the Company or any of the Subsidiaries which
provides that the Company is contractually obligated to purchase or cause a
third party to purchase the leased property for a fixed price or otherwise
guarantee a residual value of leased property to the lessor or a third party,
whether or not such lease is properly classified as a operating or capital lease
in accordance with generally accepted accounting principles, (e) any interest
rate and currency swaps, caps, floors, collars, hedge agreements, forward
contracts or similar agreements or arrangements, (f) any letters of credit,
bankers' acceptances and similar facilities, including reimbursement obligations
with respect to the foregoing, (g) any deferred purchase price of property or
services, (h) all obligations of the type referred to in clauses (a) through (g)
above of another Person and any dividends of another Person, the payment of
which, in either case, the Company has assumed or guaranteed, or for which the
Company is responsible or liable, directly or indirectly, jointly or severally,
as obligor, guarantor or otherwise, or which are secured by a lien on the
Company's property, and (i) renewals, extensions, modifications, replacements,
restatements and refundings of, or any indebtedness or obligation issued in
exchange for, any such indebtedness or obligation described in clauses (a)
through (h) of this paragraph; provided, however, that "Senior Debt" shall not
include (x) the Securities, (y) any other indebtedness or obligation if the
terms of such indebtedness or obligation (or the terms of the instrument under
which or pursuant to which it is issued) expressly provide that such
indebtedness or obligation is not superior in right of payment to the Securities
or (z) any trade accounts payable or accrued liabilities arising in the ordinary
course of business.

     "Shelf Registration Statement" has the meaning specified in Section 10.11.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Company pursuant to Section 3.7.

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

     "Subsidiary" means a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.
For the purposes of this definition, "voting stock" means stock or other similar
interests in the corporation which ordinarily has or have voting power for the
election of directors, or persons performing similar functions, whether at all
times or only so long as no senior class of stock or other interests has or have
such voting power by reason of any contingency.

     "Successor Security" of any particular Security means every Security issued
after, and evidencing all or a portion of the same debt as that evidenced by,
such particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

                                       -9-



     "Surrender Certificate" means a certificate substantially in the form set
forth in Annex B.

     "Trading Day" means (i) if the Common Stock is quoted on the Nasdaq
National Market or any other system of automated dissemination of quotations of
securities prices, days on which trades may be effected through such system,
(ii) if the Common Stock is listed or admitted for trading on any national or
regional securities exchange, days on which such national or regional securities
exchange is open for business, or (iii) if the Common Stock is not listed on a
national or regional securities exchange or quoted on the Nasdaq National Market
or any other system of automated dissemination of quotation of securities
prices, days on which the Common Stock is traded regular way in the
over-the-counter market and for which a closing bid and a closing asked price
for the Common Stock are available.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, and the rules
and regulations thereunder, as in force at the date as of which this instrument
was executed, provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, "Trust Indenture Act" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939, and the rules
and regulations thereunder, as so amended.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean
such successor Trustee.

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

     "Unrestricted Securities Certificate" means a certificate substantially in
the form set forth in Annex A.

SECTION 1.2 Compliance Certificates And Opinions.
            ------------------------------------

     Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (including certificates provided for in
Section 10.8) shall include:

                                      -10-



     (1) a statement that each individual signing such certificate or opinion
has read such covenant or condition and the definitions herein relating thereto;

     (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

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

     (4) a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with. SECTION 1.3 Form of Documents
Delivered to the Trustee.

SECTION 1.3 Form of Documents Delivered to the Trustee.
            ------------------------------------------

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company or any other Person
stating that the information with respect to such factual matters is in the
possession of the Company or such other Person, unless such counsel knows, or in
the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 1.4 Acts of Holders of Securities.
            -----------------------------

     (1) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given or taken by
Holders of Securities may be embodied in and evidenced by (A) one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent or proxy duly appointed in writing by such Holders or (B) the record
of Holders of Securities voting in favor thereof, either in person or by proxies
duly appointed in writing, at any meeting of Holders of Securities duly called
and held in accordance with the

                                      -11-



provisions of Article IX. Such action shall become effective when such
instrument or instruments or record is delivered to the Trustee and, where it is
hereby expressly required, to the Company. The Trustee shall promptly deliver to
the Company copies of all such instruments and records delivered to the Trustee.
Such instrument or instruments and records (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
of Securities signing such instrument or instruments and so voting at such
meeting. Proof of execution of any such instrument or of a writing appointing
any such agent or proxy, or of the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Trustee and the Company if made in the manner
provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 9.6.

     (2) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.

     (3) The principal amount and serial number of any Security held by any
Person, and the date of his holding the same, shall be proved by the Security
Register.

     (4) The fact and date of execution of any such instrument or writing and
the authority of the Person executing the same may also be proved in any other
manner which the Trustee deems sufficient; and the Trustee may in any instance
require further proof with respect to any of the matters referred to in this
Section 1.4.

     (5) The Company may set any day as the record date for the purpose of
determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote on
any action, authorized or permitted by this Indenture to be given or taken by
Holders. Promptly and in any case not later than ten days after setting a record
date, the Company shall notify the Trustee and the Holders of such record date.
If not set by the Company prior to the first solicitation of a Holder made by
any Person in respect of any such action, or, in the case of any such vote,
prior to such vote, the record date for any such action or vote shall be the
30th day (or, if later, the date of the most recent list of Holders required to
be provided pursuant to Section 15.1) prior to such first solicitation or vote,
as the case may be. With regard to any record date, the Holders on such date (or
their duly appointed agents or proxies), and only such Persons, shall be
entitled to give or take, or vote on, the relevant action, whether or not such
Holders remain Holders after such record date. Notwithstanding the foregoing,
the Company shall not set a record date for, and the provisions of this
paragraph shall not apply with respect to, any notice, declaration or direction
referred to in the next paragraph.

     Upon receipt by the Trustee from any Holder of (i) any notice of default or
breach referred to in Section 5.1(5), if such default or breach has occurred and
is continuing and the Trustee shall not have given such a notice to the Company,
(ii) any declaration of acceleration referred to in Section 5.2, if an Event of
Default has occurred and is continuing and the Trustee shall not have

                                      -12-



given such a declaration to the Company, or (iii) any direction referred to in
Section 5.12, if the Trustee shall not have taken the action specified in such
direction, then, with respect to clauses (ii) and (iii), a record date shall
automatically and without any action by the Company or the Trustee be set for
determining the Holders entitled to join in such declaration or direction, which
record date shall be the close of business on the tenth day (or, if such day is
not a Business Day, the first Business Day thereafter) following the day on
which the Trustee receives such declaration or direction, and, with respect to
clause (i), the Trustee may set any day as a record date for the purpose of
determining the Holders entitled to join in such notice of default. Promptly
after such receipt by the Trustee of any such declaration or direction referred
to in clause (ii) or (iii), and promptly after setting any record date with
respect to clause (i), and as soon as practicable thereafter, the Trustee shall
notify the Company and the Holders of any such record date so fixed. The Holders
on such record date (or their duly appointed agents or proxies), and only such
Persons, shall be entitled to join in such notice, declaration or direction,
whether or not such Holders remain Holders after such record date; provided
that, unless such notice, declaration or direction shall have become effective
by virtue of Holders of the requisite principal amount of Securities on such
record date (or their duly appointed agents or proxies) having joined therein on
or prior to the 90th day after such record date, such notice, declaration or
direction shall automatically and without any action by any Person be canceled
and of no further effect. Nothing in this paragraph shall be construed to
prevent a Holder (or a duly appointed agent or proxy thereof) from giving,
before or after the expiration of such 90-day period, a notice, declaration or
direction contrary to or different from, or, after the expiration of such
period, identical to, the notice, declaration or direction to which such record
date relates, in which event a new record date in respect thereof shall be set
pursuant to this paragraph. In addition, nothing in this paragraph shall be
construed to render ineffective any notice, declaration or direction of the type
referred to in this paragraph given at any time to the Trustee and the Company
by Holders (or their duly appointed agents or proxies) of the requisite
principal amount of Securities on the date such notice, declaration or direction
is so given.

     (6) Except as provided in Sections 5.12 and 5.13, any request, demand,
authorization, direction, notice, consent, election, waiver or other Act of the
Holder of any Security shall bind every future Holder of the same Security and
the Holder of every Security issued upon the registration of transfer thereof or
in exchange therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustee or the Company in reliance thereon, whether
or not notation of such action is made upon such Security.

     (7) The provisions of this Section 1.4 are subject to the provisions of
Section 9.5.

SECTION 1.5 Notices, Etc to the Trustee and Company.
            ---------------------------------------

     Any request, demand, authorization, direction, notice, consent, election,
waiver or other Act of Holders of Securities or other document provided or
permitted by this Indenture to be made upon, given or furnished to, or filed
with,

     (1) the Trustee by any Holder of Securities or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with a Responsible Officer of the Trustee and received at its
Corporate Trust Office, Attention: Corporate Trust

                                      -13-



Administration (Extreme Networks, Inc., 3.5% Convertible Subordinated Notes due
December 1, 2006).

     (2) the Company by the Trustee or by any Holder of Securities shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing, mailed, first-class postage prepaid, or telecopied and
confirmed by mail, first-class postage prepaid, or delivered by hand or
overnight courier, addressed to the Company at 3585 Monroe Street, Santa Clara,
California 95051, Attention: Chief Financial Officer, or at any other address
previously furnished in writing to the Trustee by the Company.

SECTION 1.6 Notice to Holders of Securities; Waiver.
            ---------------------------------------
     Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Securities of any event, such notice shall be
sufficiently given to Holders if in writing and mailed, first-class postage
prepaid or delivered by an overnight delivery service, to each Holder of a
Security affected by such event, at the address of such Holder as it appears in
the Security Register, not earlier than the earliest date and not later than the
latest date prescribed for the giving of such notice.

     Neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Security shall affect the sufficiency of
such notice with respect to other Holders of Securities. In case by reason of
the suspension of regular mail service or by reason of any other cause it shall
be impracticable to give such notice by mail, then such notification to Holders
of Securities as shall be made with the approval of the Trustee, which approval
shall not be unreasonably withheld, shall constitute a sufficient notification
to such Holders for every purpose hereunder.

     Such notice shall be deemed to have been given when such notice is mailed.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders of Securities shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

SECTION 1.7 Effect of Headings and Table of Contents.
            ----------------------------------------

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

SECTION 1.8 Successors and Assigns.
            ----------------------

     All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.

                                      -14-



SECTION 1.9  Separability Clause.
             -------------------

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

SECTION 1.10 Benefits of Indenture.
             ---------------------
     Except as provided in the next sentence, nothing in this Indenture or in
the Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors and assigns hereunder and the Holders of
Securities, any benefit or legal or equitable right, remedy or claim under this
Indenture. The provisions of Article XIII are intended to be for the benefit of,
and shall be enforceable directly by, the holders of Senior Debt.

SECTION 1.11 Governing Law.
             -------------

     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE UNITED STATES OF AMERICA.

SECTION 1.12 Legal Holidays.
             --------------

     In any case where any Interest Payment Date, Redemption Date, Repurchase
Date or Stated Maturity of any Security or the last day on which a Holder of a
Security has a right to convert his Security shall not be a Business Day at a
Place of Payment or Place of Conversion, as the case may be, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of principal of, premium, if any, or interest on, or the payment of the
Redemption Price or Repurchase Price (whether the same is payable in cash or in
shares of Common Stock in the case of the Repurchase Price) with respect to, or
delivery for conversion of, such Security need not be made at such Place of
Payment or Place of Conversion, as the case may be, on or by such day, but may
be made on or by the next succeeding Business Day at such Place of Payment or
Place of Conversion, as the case may be, with the same force and effect as if
made on the Interest Payment Date, Redemption Date or Repurchase Date, or at the
Stated Maturity or by such last day for conversion; provided, however, that in
the case that payment is made on such succeeding Business Day, no interest shall
accrue on the amount so payable for the period from and after such Interest
Payment Date, Redemption Date, Repurchase Date, Stated Maturity or last day for
conversion, as the case may be.

SECTION 1.13 Conflict With Trust Indenture Act.
             ---------------------------------

     If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.
Until such time as this Indenture

                                      -15-



shall be qualified under the Trust Indenture Act, this Indenture, the Company
and the Trustee shall be deemed for all purposes hereof to be subject to and
governed by the Trust Indenture Act to the same extent as would be the case if
this Indenture were so qualified on the date hereof.

                                   ARTICLE II
                                 SECURITY FORMS

SECTION 2.1 Form Generally.
            --------------
     The Securities shall be in substantially the form set forth in this
Article, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange, the Internal Revenue Code of 1986, as amended, and
regulations thereunder (the "Code"), or as may, consistent herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. All Securities shall be in fully registered form.

     The Trustee's certificates of authentication shall be in substantially the
form set forth in Section 2.3.

     Conversion notices shall be in substantially the form set forth in Section
2.4.

     Repurchase notices shall be substantially in the form set forth in Section
2.2.

     The Securities shall be printed, lithographed, typewritten or engraved or
produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any automated quotation system or securities
exchange (including on steel engraved borders if so required by any securities
exchange upon which the Securities may be listed) on which the Securities may be
quoted or listed, as the case may be, all as determined by the officers
executing such Securities, as evidenced by their execution thereof.

     Upon their original issuance, Securities issued as contemplated by the
Purchase Agreement to Qualified Institutional Buyers in reliance on Rule 144A
shall be issued in the form of one or more Global Securities in definitive,
fully registered form without interest coupons and bearing the Restricted
Securities Legend. Such Global Security shall be registered in the name of DTC,
as Depositary, or its nominee and deposited with the Trustee, as custodian for
DTC, for credit by DTC to the respective accounts of beneficial owners of the
Securities represented thereby (or such other accounts as they may direct). Such
Global Security, together with its Successor Securities which are Global
Securities, are collectively herein called the "Restricted Global Security".

                                      -16-



SECTION 2.2 Form of Security.
            ----------------

                                 [FORM OF FACE]

     [THE FOLLOWING LEGEND (THE "RESTRICTED SECURITIES LEGEND") SHALL APPEAR ON
THE FACE OF EACH RESTRICTED SECURITY:

THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE HAVE
NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF
THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER.

THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO
THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN
INSTITUTIONAL INVESTOR THAT IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF
AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

THIS NOTE, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION AND ANY
RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY
THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE AND ANY SUCH SHARES
TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION
THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED
SECURITIES GENERALLY. THE HOLDER OF THIS NOTE AND ANY SUCH SHARES SHALL BE
DEEMED BY THE ACCEPTANCE OF THIS NOTE AND ANY SUCH SHARES TO HAVE AGREED TO ANY
SUCH AMENDMENT OR SUPPLEMENT.]

     [THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY:

                                      -17-



THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND
ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

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

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE
INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.]

                                      -18-



                             EXTREME NETWORKS, INC.,

             3.5% CONVERTIBLE SUBORDINATED NOTE DUE DECEMBER 1, 2006

No.____________                                                    $____________

CUSIP NO. 30226DAA4

     EXTREME NETWORKS, INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to _________________, or registered
assigns, the principal sum of ________ United States Dollars (U.S.$______ ) [if
this Security is a Global Security, then insert -- (which principal amount may
from time to time be increased or decreased to such other principal amounts
(which, taken together with the principal amounts of all other Outstanding
Securities, shall not exceed $200,000,000) by adjustments made on the records of
the Trustee hereinafter referred to in accordance with the Indenture)] on
December 1, 2006 and to pay interest thereon, from December 5, 2001, or from the
most recent Interest Payment Date (as defined below) to which interest has been
paid or duly provided for, semi-annually in arrears on June 1 and December 1 in
each year (each, an "Interest Payment Date"), commencing June 1, 2002, at the
rate of 3.5% per annum, until the principal hereof is due, and at the rate of
3.5% per annum on any overdue principal and premium, if any, and, to the extent
permitted by law, on any overdue interest. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the 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 May 15 or November
15 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Except as otherwise provided in the Indenture, 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 Company, notice whereof shall be
given to Holders of Securities not less than 10 days prior to the Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any automated quotation system or securities exchange on
which the Securities may be quoted or listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture. Payments
of principal shall be made upon the surrender of this Security at the option of
the Holder at the Corporate Trust Office of the Trustee, or at such other office
or agency of the Company as may be designated by it for such purpose in the
Borough of Manhattan, The City of New York, in such lawful monies of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts, or at such other offices or agencies as the
Company may designate, by United States Dollar check drawn on, or wire transfer
to, a United States Dollar account (such a transfer to be made only to a Holder
of an aggregate principal amount of Securities in excess of U.S.$2,000,000 and
only if such Holder shall have furnished wire instructions in writing to the
Trustee no later than 15 days prior to

                                      -19-



the relevant payment date). Payment of interest on this Security may be made by
United States Dollar check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register, or, upon written
application by the Holder to the Security Registrar setting forth wire
instructions not later than the relevant Record Date, by transfer to a United
States Dollar account (such a transfer to be made only to a Holder of an
aggregate principal amount of Securities in excess of U.S.$2,000,000 and only if
such Holder shall have furnished wire instructions in writing to the Trustee no
later than 15 days prior to the relevant payment date).

     Except as specifically provided herein and in the Indenture, the Company
shall not be required to make any payment with respect to any tax, assessment or
other governmental charge imposed by any government or any political subdivision
or taxing authority thereof or therein.

     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 or an Authenticating Agent by the
manual signature of one of their respective authorized signatories, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

                                      -20-



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

                                            EXTREME NETWORKS, INC.,


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

Attest:


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

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:

STATE STREET BANK AND TRUST
COMPANY OF CALIFORNIA, N.A.,
as Trustee


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



                                [FORM OF REVERSE]

     This Security is one of a duly authorized issue of securities of the
Company designated as its "3.5% Convertible Subordinated Notes due December 1,
2006" (herein called the "Securities"), limited in aggregate principal amount to
U.S. $200,000,000, issued and to be issued under an Indenture, dated as of
December 5, 2001 (herein called the "Indenture"), between the Company and State
Street Bank and Trust Company of California, N.A., 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 Debt
and the Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered. As provided in the Indenture
and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of any
authorized denominations as requested by the Holder surrendering the same upon
surrender of the Security or Securities to be exchanged, at the Corporate Trust
Office of the Trustee. The Trustee upon such surrender by the Holder will issue
the new Securities in the requested denominations.

     No sinking fund is provided for the Securities.

     The Company may not redeem the Securities prior to December 5, 2004. The
Securities are subject to redemption at the option of the Company at any time on
or after December 5, 2004, in whole or in part, upon not less than 30 nor more
than 60 days' notice to the Holders prior to the Redemption Date at the
Redemption Prices (expressed as percentages of the principal amount) for the
periods set forth below:

                            PERIOD                      REDEMPTION PRICE
           --------------------------------------  --------------------------
                Beginning on December 5, 2004
                and ending on November 30, 2005              101.4%

                Beginning on December 1, 2005
                and ending on November 30, 2006              100.7%

and thereafter at a Redemption Price equal to 100% of the principal amount,
together, in each case, with accrued interest to, but excluding, the Redemption
Date; provided, however, that interest installments on Securities whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.

     In the event of a redemption of the Securities, the Company will not be
required (a) to register the transfer or exchange of Securities for a period of
15 days immediately preceding the date notice is given identifying the serial
numbers of the Securities called for such redemption or (b) to register the
transfer or exchange of any Security, or portion thereof, called for redemption.

                                      -21-



     In any case where the due date for the payment of the principal of,
premium, if any, interest, or Liquidated Damages on any Security or the last day
on which a Holder of a Security has a right to convert his Security shall be, at
any Place of Payment or Place of Conversion as the case may be, a day on which
banking institutions at such Place of Payment or Place of Conversion are
authorized or obligated by law or executive order to close, then payment of
principal, premium, if any, interest, or Liquidated Damages, or delivery for
conversion of such Security need not be made on or by such date at such place
but may be made on or by the next succeeding day at such place which is not a
day on which banking institutions are authorized or obligated by law or
executive order to close, with the same force and effect as if made on the date
for such payment or the date fixed for redemption or repurchase, or by such last
day for conversion, and no interest shall accrue on the amount so payable for
the period after such date.

     Subject to and upon compliance with the provisions of the Indenture, the
Holder of this Security is entitled, at his option, at any time on or before the
close of business on the date of Maturity, or in case this Security or a portion
hereof is called for redemption or the Holder hereof has exercised his right to
require the Company to repurchase this Security or such portion hereof, then in
respect of this Security until the Business Day immediately preceding, but
(unless the Company defaults in making the payment due upon redemption or
repurchase, as the case may be) not after, the close of business on the Business
Day immediately preceding the Redemption Date or the Repurchase Date, as the
case may be, to convert this Security (or any portion of the principal amount
hereof that is an integral multiple of U.S.$1,000, provided that the unconverted
portion of such principal amount is U.S.$1,000 or any integral multiple of
U.S.$1,000 in excess thereof) into fully paid and nonassessable shares of Common
Stock of the Company at an initial Conversion Rate of 47.7213 shares of Common
Stock for each U.S.$1,000 principal amount of Securities (or at the current
adjusted Conversion Rate if an adjustment has been made as provided in the
Indenture) by surrender of this Security, duly endorsed or assigned to the
Company or in blank 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 succeeding Interest
Payment Date (except if this Security or portion thereof has been called for
redemption or if a Change in Control has occured and an offer to repurchase the
Securities is pending), 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 Security
then being converted, and also the conversion notice hereon duly executed, to
the Company at the Corporate Trust Office of the Trustee, or at such other
office or agency of the Company, subject to any laws or regulations applicable
thereto and subject to the right of the Company to terminate the appointment of
any Conversion Agent (as defined below) as may be designated by it for such
purpose in the Borough of Manhattan, The City of New York, or at such other
offices or agencies as the Company may designate (each a "Conversion Agent").
The interest that is payable on such Interest Payment Date with respect to any
Security (or portion thereof, if applicable) that is surrendered for conversion
during the Record Date Period shall be paid to the Holder of such Security as of
such Regular Record Date in an amount equal to the interest that would have been
payable on such Security if such Security had been converted as of the close of
business on such Interest Payment Date. Subject to the provisions of the
preceding sentence and, in the case of a conversion after the close of business
on the Regular Record Date next preceding any


                                      -22-



Interest Payment Date and on or before the close of business on such Interest
Payment Date, to the right of the Holder of this Security (or any Predecessor
Security of record as of such Regular Record Date) to receive the related
installment of interest to the extent and under the circumstances provided in
the Indenture, no cash payment or adjustment is to be made on conversion for
interest accrued hereon from the Interest Payment Date next preceding the day of
conversion, or for dividends on the Common Stock issued on conversion hereof.
The Company shall thereafter deliver to the Holder the fixed number of shares of
Common Stock (together with any cash adjustment, as provided in the Indenture)
into which this Security is convertible and such delivery will be deemed to
satisfy the Company's obligation to pay the principal amount of this Security.
No fractions of shares or scrip representing fractions of shares will be issued
on conversion, but instead of any fractional interest (calculated to the nearest
1/100th of a share) the Company shall pay a cash adjustment as provided in the
Indenture. The Conversion Rate 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 (other than a
consolidation or merger that does not result in any reclassification,
conversion, exchange or cancellation of the Common Stock) or the conveyance,
transfer, sale or lease of all or substantially all of the property and assets
of the Company, the Indenture shall be amended, without the consent of any
Holders of Securities, so that this Security, if then Outstanding, will be
convertible thereafter, during the period this Security shall be convertible as
specified above, only into the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, conveyance, transfer, sale
or lease by a holder of the number of shares of Common Stock of the Company into
which this Security could have been converted immediately prior to such
consolidation, merger, conveyance, transfer, sale or lease (assuming such holder
of Common Stock is not a Constituent Person or an Affiliate of a Constituent
Person, 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). No
adjustment in the Conversion Rate will be made until such adjustment would
require an increase or decrease of at least one percent of such rate, provided
that any adjustment that would otherwise be made will be carried forward and
taken into account in the computation of any subsequent adjustment.

     If this Security is a Registrable Security (as defined in the Indenture),
then the Holder of this Security [if this security is a global security, then
insert -- (including any Person that has a beneficial interest in this
Security)] and the Common Stock of the Company issuable upon conversion hereof
is entitled to the benefits of a Registration Rights Agreement, dated as of
December 5, 2001, executed by the Company (the "Registration Rights Agreement").
Pursuant to the Registration Rights Agreement, the Company has agreed for the
benefit of the Holders from time to time of the Registrable Securities that it
will, at its expense, (a) within 90 days after the Issue Date file a shelf
registration statement (the "Shelf Registration Statement") with the Commission
with respect to resales of the Registrable Securities, (b) use its reasonable
efforts to cause such Shelf Registration Statement to be declared effective by
the Commission within 180 days after the Issue Date of the Securities, provided,
however, that the Company may, upon written notice to all the Holders, postpone
having the Shelf Registration Statement declared effective for a reasonable
period not to exceed 90 days if the Company possesses material non-public
information, the disclosure of which would have a material adverse effect on the
Company and its subsidiaries taken as a whole, and (c) use its reasonable
efforts to maintain such Shelf Registration Statement effective under the


                                      -23-



Securities Act of 1933, as amended, until the second annual anniversary of the
Issue Date or, if earlier, until there are no outstanding Registrable Securities
(the "Effectiveness Period"). The Company will be permitted to suspend the use
of the prospectus which is part of the Shelf Registration Statement during
certain periods of time as provided in the Registration Rights Agreement.

     If (i) on or prior to 90 days following the Issue Date, a Shelf
Registration Statement has not been filed with the Commission, or (ii) on or
prior to the 180th day following the Issue Date, such Shelf Registration
Statement is not declared effective (each, a "Registration Default"), additional
interest ("Liquidated Damages") will accrue on the Registrable Securities from
and including the day following such Registration Default to but excluding the
day on which such Registration Default has been cured. Liquidated Damages will
be paid semi-annually in arrears, with the first semi-annual payment due on the
first Interest Payment Date, as applicable, in respect of the Registrable
Securities following the date on which such Liquidated Damages begin to accrue,
and will accrue at a rate per annum equal to one-quarter of one percent (0.25%)
of the principal amount of the Registrable Securities to and including the 90th
day following such Registration Default and at a rate per annum equal to
one-half of one percent (0.50%) thereof from and after the 91st day following
such Registration Default. Pursuant to the Registration Rights Agreement, in the
event that the Shelf Registration Statement ceases to be effective (or the
Holders of Registrable Securities are otherwise prevented or restricted by the
Company from effecting sales pursuant thereto) (an "Effective Failure") during
the Effectiveness Period for more than 30 days, whether or not consecutive,
during any 90-day period or for more than 90 days, whether or not consecutive,
during any 12-month period, then the interest rate borne by the Registrable
Securities shall increase by an additional one-half of one percent (0.50%) per
annum from the 31st day of the applicable 90-day period or the 91st day of the
applicable 12-month period until the earlier of (A) such time as the Effective
Failure is cured or (B) the Effectiveness Period expires. Liquidated Damages
will accrue (1) with respect to a Restricted Security at the rates set forth
above, as applicable, on the principal amount of the Restricted Securities and
(2) in respect of the Common Sock issued upon conversion of the Restricted
Securities, at the rates set forth above, as applicable, applied to the
Conversion Price at that time. In no event shall the Company be required to pay
Liquidated Damages in excess of the applicable maximum amount of one-half of one
percent (0.5%) set forth above regardless of whether one or multiple
Registration Defaults exist.

     Whenever in this Security there is a reference, in any context, to the
payment of the principal of, premium, if any, or interest on, or in respect of,
any Security, such mention shall be deemed to include mention of the payment of
Liquidated Damages payable as described in the preceding paragraph to the extent
that, in such context, Liquidated Damages are, were or would be payable in
respect of such Security and express mention of the payment of Liquidated
Damages (if applicable) in any provisions of this Security shall not be
construed as excluding Liquidated Damages in those provisions of this Security
where such express mention is not made.

     [If this Security is a Registrable Security and the Holder of this Security
[if this security is a global security, then insert -- (including any Person
that has a beneficial interest in this Security)] elects to sell this Security
pursuant to the Shelf Registration Statement then, by its acceptance


                                      -24-



hereof, such Holder of this Security agrees to be bound by the terms of the
Registration Rights Agreement relating to the Registrable Securities which are
the subject of such election.]

     If a Change in Control occurs, the Holder of this Security, at the Holder's
option, shall have the right, in accordance with the provisions of the
Indenture, to require the Company to repurchase this Security (or any portion of
the principal amount hereof that is at least $1,000 or an integral multiple of
$1,000 in excess thereof, provided that the portion of the principal amount of
this Security to be Outstanding after such repurchase is at least equal to
U.S.$1,000) for cash at a Repurchase Price equal to 100% of the principal amount
thereof plus interest accrued to the Repurchase Date. At the option of the
Company, the Repurchase Price may be paid in cash or, subject to the conditions
provided in the Indenture, by delivery of shares of Common Stock having a fair
market value equal to the Repurchase Price. For purposes of this paragraph, the
fair market value of shares of Common Stock shall be determined by the Company
and shall be equal to 95% of the average of the Closing Prices Per Share for the
five consecutive Trading Days immediately preceding and including the third
Trading Day prior to the Repurchase Date. Whenever in this Security there is a
reference, in any context, to the principal of any Security as of any time, such
reference shall be deemed to include reference to the Repurchase Price payable
in respect of such Security to the extent that such Repurchase Price is, was or
would be so payable at such time, and express mention of the Repurchase Price in
any provision of this Security shall not be construed as excluding the
Repurchase Price so payable in those provisions of this Security when such
express mention is not made.

     [The following paragraph shall appear in each Global Security:

     In the event of a deposit or withdrawal of an interest in this Security,
including an exchange, transfer, redemption, repurchase or conversion of this
Security in part only, the Trustee, as custodian of the Depositary, shall make
an adjustment on its records to reflect such deposit or withdrawal in accordance
with the Applicable Procedures.]

     [The following paragraph shall appear in each Security that is not a Global
Security:

     In the event of redemption, repurchase or conversion of this Security in
part only, a new Security or Securities for the unredeemed, unrepurchased or
unconverted portion hereof will be issued in the name of the Holder hereof.]

     The indebtedness evidenced by this Security is, to the extent and in the
manner provided in the Indenture, subordinate and subject in right of payment to
the prior payment in full of all Senior Debt of the Company, and this Security
is issued subject to such provisions of the Indenture with respect thereto. Each
Holder of this Security, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee his attorney-in-fact for any and all
such purposes.

     If an Event of Default shall occur and be continuing, the principal of all
the Securities, together with accrued interest to the date of declaration, may
be declared due and payable in the


                                      -25-



manner and with the effect provided in the Indenture. Upon payment (i) of the
amount of principal so declared due and payable, together with accrued interest
to the date of declaration, and (ii) of interest on any overdue principal and,
to the extent permitted by applicable law, overdue interest, all of the
Company's obligations in respect of the payment of the principal of and interest
on the Securities shall terminate.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with either (a) the written consent of
the Holders of not less than a majority in principal amount of the Securities at
the time Outstanding, or (b) by the adoption of a resolution, at a meeting of
Holders of the Outstanding Securities at which a quorum is present, by the
Holders of at least 66 2/3% in aggregate principal amount of the Outstanding
Securities represented and entitled to vote at such meeting. The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Securities at the time Outstanding, on behalf of the Holders of
all the Securities, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued in exchange therefore or in lieu hereof
whether or not notation of such consent or waiver is made upon this Security or
such other Security. Certain modifications or amendments to the Indenture
require the consent of the Holder of each Outstanding Security affected.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default, the Holders of not less
than 25% in principal amount of the Outstanding Securities shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity and the
Trustee shall not have received from the Holders of a majority in principal
amount of the Securities Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the enforcement
of any payment of principal hereof, premiums if any, or interest (including
Liquidated Damages) hereon on or after the respective due dates expressed herein
or for the enforcement of the right to convert this Security as provided in the
Indenture.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest (including Liquidated Damages) on this Security at the times, places
and rate, and in the coin or currency, herein prescribed or to convert this
Security as provided in the Indenture.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable on the Security Register
upon surrender of this Security for registration of


                                      -26-



transfer at the Corporate Trust Office of the Trustee or at such other office or
agency of the Company as may be designated by it for such purpose in the Borough
of Manhattan, The City of New York (which shall initially be an office or agency
of the Trustee), or at such other offices or agencies as the Company may
designate, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by,
the Holder thereof or his attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees by
the Registrar. No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
recover any tax or other governmental charge payable in connection therewith.

     Prior to due presentation of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered, as the owner thereof for
all purposes, whether or not such Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.

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

     THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


                                      -27-



                                  ABBREVIATIONS

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



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


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


                                      -28-



                    ELECTION OF HOLDER TO REQUIRE REPURCHASE

     (1) Pursuant to Section 14.1 of the Indenture, the undersigned hereby
elects to have this Security repurchased by the Company.

     (2) The undersigned hereby directs the Trustee or the Company to pay it or
______________ an amount in cash or, at the Company's election, Common Stock
valued as set forth in the Indenture, equal to 100% of the principal amount to
be repurchased (as set forth below), plus interest accrued to, but excluding,
the Repurchase Date, as provided in the Indenture.

Dated:

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


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

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


- ----------------------------------------------
Signature Guaranteed

Principal amount to be repurchased (at least
U.S.$1,000 or an integral multipleof $1,000
in excess thereof): ___________________

Remaining principal amount following such
repurchase (not less than U.S.$1,000):
________________

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

                                      -29-



SECTION 2.3 Form of Certificate of Authentication.
            -------------------------------------

     The Trustee's certificate of authentication shall be in substantially the
following form:

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

Dated: ____________________

                           STATE STREET BANK AND TRUST
                           COMPANY OF CALIFORNIA, N.A.,
                           as Trustee


                           By:__________________________________________________
                               Authorized Signatory

SECTION 2.4 Form of Conversion Notice.
            -------------------------

                                CONVERSION NOTICE

     The undersigned Holder of this Security hereby irrevocably exercises the
option to convert this Security, or any portion of the principal amount hereof
(which is U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof,
provided that the unconverted portion of such principal amount is U.S.$1,000 or
any integral multiple of U.S.$1,000 in excess thereof) below designated, into
shares of Common Stock in accordance with the terms of the Indenture referred to
in this Security, and directs that such shares, together with a check in payment
for any fractional share and any Securities representing any unconverted
principal amount hereof, be delivered to and be registered in the name of the
undersigned unless a different name has been indicated below. If shares of
Common Stock or Securities are to be registered in the name of a Person other
than the undersigned, (a) the undersigned will pay all transfer taxes payable
with respect thereto and (b) signature(s) must be guaranteed by an Eligible
Guarantor Institution with membership in an approved signature guarantee program
pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount
required to be paid by the undersigned on account of interest accompanies this
Security.


Dated:______________________                ____________________________________
                                            Signature(s)

If shares or Securities are to be registered in the
name of a Person other than the Holder, please
print such Person's name and address:

_______________________________________
(Name)

_______________________________________

                                      -30-



_______________________________________
(Address)

_______________________________________
Social Security or other Identification
Number, if any


_______________________________________
[Signature Guaranteed]

If only a portion of the Securities is to be converted, please indicate:

1.   Principal amount to be converted: U.S.$ ___________

2.   Principal amount and denomination of Securities representing unconverted
     principal amount to be issued:

     Amount: U.S.$___________    Denominations: U.S.$____________

(U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof, provided
that the unconverted portion of such principal amount is U.S.$1,000 or any
integral multiple of U.S.$1,000 in excess thereof)

SECTION 2.5 Form of Assignment.
            ------------------

     For value received ________________ hereby sell(s), assign(s) and
transfer(s) unto ________________ (Please insert social security or other
identifying number of assignee) the within Security, and hereby irrevocably
constitutes and appoints ____________________as attorney to transfer the said
Security on the books of the Company, with full power of substitution in the
premises.


Dated:____________________                  ____________________________________

                                            ____________________________________
                                             Signature(s)

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


                                             ___________________________________
                                             Signature Guaranteed

                                      -31-



                                  ARTICLE III
                                 THE SECURITIES

SECTION 3.1 Title and Terms.
            ---------------

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is limited to U.S. $200,000,000, except for
Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5,
12.2 or 14.3(5) in exchange for, or in lieu of, other Securities previously
authenticated and delivered under this Indenture.

     (1) The Securities shall be known and designated as the "3.5% Convertible
Subordinated Notes due December 1, 2006" of the Company. Their Stated Maturity
shall be December 1, 2006 and they shall bear interest on their principal amount
from December 5, 2001, payable semi-annually in arrears on June 1 and December 1
in each year, commencing June 1, 2002, at the rate of 3.5% per annum until the
principal thereof is due and at the rate of 3.5% per annum on any overdue
principal and, to the extent permitted by law, on any overdue interest;
provided, however, that payments shall only be made on a Business Day as
provided in Section 1.12.

     The principal of, premium, if any, and interest on the Securities shall be
payable as provided in the form of Securities set forth in Section 2.2, and the
Repurchase Price, whether payable in cash or in shares of Common Stock, shall be
payable at such places as are identified in the Company Notice given pursuant to
Section 14.3 (any city in which any Paying Agent is located being herein called
a "Place of Payment").

     The Registrable Securities are entitled to the benefits of a Registration
Rights Agreement as provided by Section 10.11 and in the form of Security set
forth in Section 2.2. The Securities are entitled to the payment of Liquidated
Damages as provided by Section 10.11 and in the form of Security set forth in
Section 2.2.

     The Securities shall be redeemable at the option of the Company at any time
on or after December 5, 2004, in whole or in part, subject to the conditions and
as otherwise provided in Article XI and in the form of Security set forth in
Section 2.2.

     The Securities shall be convertible as provided in Article XII (any city in
which any Conversion Agent is located being herein called a "Place of
Conversion").

     The Securities shall be subordinated in right of payment to Senior Debt of
the Company as provided in Article XIII. The Securities shall be subject to
repurchase by the Company at the option of the Holders as provided in Article
XIV.

SECTION 3.2 Denominations.
            -------------

     The Securities shall be issuable only in registered form, without coupons,
in denominations of U.S.$1,000 and integral multiples of U.S.$1,000 in excess
thereof.

                                      -32-



SECTION 3.3 Execution, Authentication, Delivery and Dating.
            ----------------------------------------------

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its
President, one of its Executive Vice Presidents, one of its Senior Vice
Presidents or one of its Vice Presidents, and attested by its Chief Financial
Officer, Secretary or one of its Assistant Secretaries. Any such signature may
be manual or facsimile.

     Securities bearing the manual or facsimile signature of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities executed by the Company to the
Trustee or to its order for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with such Company Order shall authenticate and make available for
delivery such Securities as in this Indenture provided.

     Each Security shall be dated the date of its authentication.

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

SECTION 3.4 Global Securities; Non-global Securities; Book-entry Provisions.
            ---------------------------------------------------------------

     (1) Global Securities

          (i) Each Global Security authenticated under this Indenture shall be
registered in the name of the Depositary designated by the Company 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.

          (ii) Except for exchanges of Global Securities for definitive,
Non-global Securities at the sole discretion of the Company, no Global Security
may be exchanged in whole or in part for Securities registered, and no transfer
of a Global Security in whole or in part may be registered, in the name of any
Person other than the Depositary for such Global Security or a nominee thereof
unless (A) such Depositary (i) has notified the Company that it is unwilling or
unable to continue as Depositary for such Global Security or (ii) has ceased to
be a clearing agency registered as such under the Exchange Act or announces an
intention permanently to cease business or does in fact do so or (B) there shall
have occurred and be continuing an Event of Default with respect to such Global
Security. In such event, if a successor Depositary for such Global Security is


                                      -33-



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 an Officers' Certificate directing the authentication
and delivery of Securities, will authenticate and deliver, Securities, in any
authorized denominations in an aggregate principal amount equal to the principal
amount of such Global Security in exchange for such Global Security.

          (iii) If any Global Security is to be exchanged for other Securities
or canceled in whole, it shall be surrendered by or on behalf of the Depositary
or its nominee to the Trustee, as Security Registrar, for exchange or
cancellation, as provided in this Article III. If any Global Security is to be
exchanged for other Securities or canceled in part, or if another Security is to
be exchanged in whole or in part for a beneficial interest in any Global
Security, in each case, as provided in Section 3.5, then either (A) such Global
Security shall be so surrendered for exchange or cancellation, as provided in
this Article III, or (B) the principal amount thereof shall be reduced or
increased by an amount equal to the portion thereof to be so exchanged or
canceled, or equal to the principal amount of such other Security to be so
exchanged for a beneficial interest therein, as the case may be, by means of an
appropriate adjustment made on the records of the Trustee, as Security
Registrar, whereupon the Trustee, in accordance with the Applicable Procedures,
shall instruct the Depositary or its authorized representative to make a
corresponding adjustment to its records. Upon any such surrender or adjustment
of a Global Security, the Trustee shall, subject to Section 3.5(3) and as
otherwise provided in this Article III, authenticate and deliver any Securities
issuable in exchange for such Global Security (or any portion thereof) to or
upon the order of, and registered in such names as may be directed by, the
Depositary or its authorized representative. Upon the request of the Trustee in
connection with the occurrence of any of the events specified in the preceding
paragraph, the Company shall promptly make available to the Trustee a reasonable
supply of Securities that are not in the form of Global Securities. The Trustee
shall be entitled to rely upon any order, direction or request of the Depositary
or its authorized representative which is given or made pursuant to this Article
III if such order, direction or request is given or made in accordance with the
Applicable Procedures.

          (iv) Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Article III or otherwise, shall be
authenticated and delivered in the form of, and shall be, a registered Global
Security, unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof, in which case such
Security shall be authenticated and delivered in definitive, fully registered
form, without interest coupons.

          (v) The Depositary or its nominee, as registered owner of a Global
Security, shall be the Holder of such Global Security for all purposes under the
Indenture and the Securities, and owners of beneficial interests in a Global
Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security will be
shown only on, and the transfer of such interest shall be effected only through,
records maintained by the Depositary or its nominee or its Agent Members and
such owners of beneficial interests in a Global Security will not be considered
the owners or holders thereof.


                                      -34-



     (2) Non-global Securities. Securities issued upon the events described in
Section 3.4(l)(ii) shall be in definitive, fully registered form, without
interest coupons, and shall bear the Restricted Securities Legend if and as
required by this Indenture.

SECTION 3.5 Registration; Registration of Transfer and Exchange; Restrictions on
            --------------------------------------------------------------------
            Transfer.
            --------

     (1) The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities. The Trustee is hereby appointed "Security Registrar"
for the purpose of registering Securities and transfers and exchanges of
Securities as herein provided.

     Upon surrender for registration of transfer of any Security at an office or
agency of the Company designated pursuant to Section 10.2 for such purpose, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
any authorized denominations and of a like aggregate principal amount and
bearing such restrictive legends as may be required by this Indenture.

     At the option of the Holder, and subject to the other provisions of this
Section 3.5, Securities may be exchanged for other Securities of any authorized
denomination and of a like aggregate principal amount, upon surrender of the
Securities to be exchanged at any such office or agency. Whenever any Securities
are so surrendered for exchange, and subject to the other provisions of this
Section 3.5, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities that the Holder making the exchange is entitled to
receive. Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Security Registrar) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company, the Trustee and the Security Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.

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

     No service charge shall be made to a Holder for any registration of
transfer or exchange of Securities except as provided in Section 3.6, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section
3.4, 8.5, 12.2 or 14.3 (other than where the shares of Common Stock are to be
issued or delivered in a name other than that of the Holder of the Security) not
involving any transfer and other than any stamp and other duties, if any, which
may be imposed in connection with any such transfer or exchange by the United
States or any political subdivision thereof or therein, which shall be paid by
the Company.


                                      -35-



     In the event of a redemption of the Securities, neither the Company nor the
Securities Registrar will be required (a) to register the transfer of or
exchange Securities for a period of 15 days immediately preceding the date
notice is given identifying the serial numbers of the Securities called for such
redemption or (b) to register the transfer of or exchange any Security, or
portion thereof, called for redemption.

     (2) Certain Transfers and Exchanges. Notwithstanding any other provision of
         -------------------------------
this Indenture or the Securities, transfers and exchanges of Securities and
beneficial interests in a Global Security of the kinds specified in this Section
3.5(2) shall be made only in accordance with this Section 3.5(2).

          (i)   Restricted Global Security to Restricted Non-global Security. In
                ------------------------------------------------------------
the event that Non-global Securities are to be issued pursuant to Section
3.4(1)(ii) in connection with any transfer of Securities, such transfer may be
effected only in accordance with the provisions of this Clause (2)(i) and
subject to the Applicable Procedures. Upon receipt by the Trustee, as Security
Registrar, of (A) a Company Order from the Company directing the Trustee, as
Security Registrar, to (x) authenticate and deliver one or more Securities of
the same aggregate principal amount as the beneficial interest in the Restricted
Global Security to be transferred, such instructions to contain the name or
names of the designated transferee or transferees, the authorized denomination
or denominations of the Securities to be so issued and appropriate delivery
instructions and (y) decrease the beneficial interest of a specified Agent
Member's account in a Restricted Global Security by a specified principal amount
not greater than the principal amount of such Restricted Global Security, and
(B) such other certifications, legal opinions or other information as the
Company or the Trustee may reasonably require to confirm that such transfer is
being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act, then the Trustee, as
Security Registrar, shall decrease the principal amount of the Restricted Global
Security by the specified amount and authenticate and deliver Securities in
accordance with such instructions from the Company as provided in Section
3.4(1)(iii).

          (ii)  Restricted Non-global Security to Restricted Global Security. If
                ------------------------------------------------------------
the Holder of a Restricted Security (other than a Global Security) wishes at any
time to transfer all or any portion of such Restricted Security to a Person who
wishes to take delivery thereof in the form of a beneficial interest in the
Restricted Global Security, such transfer may be effected only in accordance
with the provisions of this Clause (2)(ii) and subject to the Applicable
Procedures. Upon receipt by the Trustee, as Security Registrar, of such
Restricted Security as provided in Section 3.5(1) and instructions from the
Company directing that a beneficial interest in the Restricted Global Security
in a specified principal amount not greater than the principal amount of such
Security be credited to a specified Agent Member's account, then the Trustee, as
Security Registrar, shall cancel such Restricted Security (and issue a new
Restricted Security in respect of any untransferred portion thereof) as provided
in Section 3.5(1) and increase the principal amount of the Restricted Global
Security by the specified principal amount as provided in Section 3.4(1)(iii).

          (iii) Exchanges Between Global Security and Non-global Security. A
                 --------------------------------------------------------
beneficial interest in a Global Security may be exchanged for a Security that is
not a Global Security only as

                                      -36-



provided in Section 3.4 or only if such exchange occurs in connection with a
transfer effected in accordance with Clause 2(i) above, provided that, if such
interest is a beneficial interest in the Restricted Global Security, then such
interest shall be exchanged for a Restricted Security (subject in each case to
Section 3.5(3)). A Security that is not a Global Security may be exchanged for a
beneficial interest in a Global Security only if such exchange occurs in
connection with a transfer effected in accordance with Clause (2)(ii) above.

     (3)  Securities Act Legends. All Securities issued pursuant to this
          ----------------------
Indenture, and all Successor Securities, shall bear the Restricted Securities
Legend, subject to the following:

          (i)   subject to the following Clauses of this Section 3.5(3), a
Security or any portion thereof which is exchanged, upon transfer or otherwise,
for a Global Security or any portion thereof shall bear the Restricted
Securities Legend borne by such Global Security for which the Security was
exchanged;

          (ii)  subject to the following Clauses of this Section 3.5(3), a new
Security that is not a Global Security and is issued in exchange for another
Security (including a Global Security) or any portion thereof, upon transfer or
otherwise, shall bear the Restricted Securities Legend borne by the Security for
which the new Security was exchanged;

          (iii) any Securities that are sold or otherwise disposed of pursuant
to an effective registration statement under the Securities Act (including the
Shelf Registration Statement), together with their Successor Securities shall
not bear a Restricted Securities Legend; the Company shall inform the Trustee in
writing of the effective date of any such registration statement registering the
Securities under the Securities Act and shall notify the Trustee at any time
when prospectuses must be delivered with respect to Securities to be sold
pursuant to such registration statement. The Trustee shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
aforementioned registration statement;

          (iv)  at any time after the Securities may be freely transferred
without registration under the Securities Act or without being subject to
transfer restrictions pursuant to the Securities Act, a new Security that does
not bear a Restricted Securities Legend may be issued in exchange for or in lieu
of a Security (other than a Global Security) or any portion thereof that bears
such a legend if the Trustee has received an Unrestricted Securities
Certificate, satisfactory to the Trustee and duly executed by the Holder of such
Security bearing a Restricted Securities Legend or his attorney duly authorized
in writing, and after such date and receipt of such certificate, the Trustee
shall authenticate and deliver such new Security in exchange for or in lieu of
such other Security as provided in this Article III;

          (v)   a new Security that does not bear a Restricted Securities Legend
may be issued in exchange for or in lieu of a Security or any portion thereof
that bears such a legend if, in the Company's judgment, placing such a legend
upon such new Security is not necessary to ensure compliance with the
registration requirements of the Securities Act, and the Trustee, at the
direction of the Company, shall authenticate and deliver such a new Security as
provided in this Article III; and


                                      -37-



          (vi) notwithstanding the foregoing provisions of this Section 3.5(3),
a Successor Security of a Security that does not bear a Restricted Securities
Legend shall not bear such legend unless the Company has reasonable cause to
believe that such Successor Security is a "restricted security" within the
meaning of Rule 144, in which case the Trustee, at the direction of the Company,
shall authenticate and deliver a new Security bearing a Restricted Securities
Legend in exchange for such Successor Security as provided in this Article III.

     (4) Any stock certificate representing shares of Common Stock issued upon
conversion of the Securities shall bear the Restricted Securities Legend borne
by such Securities, to the extent required by this Indenture, unless such shares
of Common Stock have been sold pursuant to a registration statement that has
been declared effective under the Securities Act (including the Shelf
Registration Statement) (and that continues to be effective at the time of such
transfer) or sold pursuant to Rule 144(k) of the Securities Act, or unless
otherwise agreed by the Company in writing with written notice thereof to the
transfer agent for the Common Stock. With respect to the transfer of shares of
Common Stock issued upon conversion of the Securities that are restricted
hereunder, any deliveries of certificates, legal opinions or other instruments
that would be required to be made to the Security Registrar in the case of a
transfer of Securities, as described above, shall instead be made to the
transfer agent for the Common Stock.

     (5) Neither the Trustee, the Paying Agent nor any of their agents shall (i)
have any duty to monitor compliance with or with respect to any federal or state
or other securities or tax laws or (ii) have any duty to obtain documentation on
any transfers or exchanges other than as specifically required hereunder.

SECTION 3.6 Mutilated, Destroyed, Lost or Stolen Securities.
            -----------------------------------------------

     If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

     If there be delivered to the Company and to the Trustee:

     (1) evidence to their satisfaction of the destruction, loss or theft of any
Security, and

     (2) such security or indemnity as may be satisfactory to the Company and
the Trustee to save each of them and any agent of either of them harmless,

then, in the absence of actual notice to the Company or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company shall execute
and the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security, a new Security of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion, but
subject to any conversion rights, may,


                                      -38-



instead of issuing a new Security, pay such Security, upon satisfaction of the
conditions set forth in the preceding paragraph.

     Upon the issuance of any new Security under this Section 3.6, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto (other than any
stamp and other duties, if any, which may be imposed in connection therewith by
the United States or any political subdivision thereof or therein, which shall
be paid by the Company) and any other expenses (including the fees and expenses
of the Trustee) connected therewith.

     Every new Security issued pursuant to this Section 3.6 in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and such new Security shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Securities duly issued
hereunder.

     The provisions of this Section 3.6 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies of any Holder with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 3.7 Payment of Interest; Interest Rights Preserved.
            ----------------------------------------------
     Subject to the last paragraph of this Section, interest or Liquidated
Damages on any Security that is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.

     Any interest or Liquidated Damages on any Security that is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

     (1) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities (or their respective Predecessor
Securities) are registered at the close of business on a "Special Record Date"
for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security, the date of the
proposed payment and the Special Record Date, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided. The Special Record Date for the payment of such Defaulted Interest
shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the


                                      -39-



proposed payment. The Trustee, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid, to each
Holder at such Holder's address as it appears in the Security Register, not less
than 10 days prior to such Special Record Date. Notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor having been so
mailed, such Defaulted Interest shall be paid to the Persons in whose names the
Securities (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (2).

     (2) The Company may make payment of any Defaulted Interest 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, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this Clause, such manner of payment shall be deemed
practicable by the Trustee.

     Subject to the provisions of this Section 3.7 and Section 3.5, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

     Interest on any Security that is converted in accordance with Section 12.2
during a Record Date Period shall be payable in accordance with the provisions
of Section 12.2.

SECTION 3.8 Persons Deemed Owners.
            ---------------------

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee, any Paying Agent and any agent of the Company, the Trustee
or any Paying Agent may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and (subject to Section 3.7) interest or
Liquidated Damages on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the Trustee,
any Paying Agent nor any agent of the Company, the Trustee or any Paying Agent
shall be affected by notice to the contrary.

SECTION 3.9 Cancellation.
            ------------

     All Securities surrendered for payment, redemption, repurchase,
registration of transfer or exchange or conversion shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee. All Securities so
delivered to the Trustee shall be canceled promptly by the Trustee (or its
agent). No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section 3.9. The Trustee shall dispose
of all canceled Securities in accordance with applicable law and its customary
practices in effect from time to time.

SECTION 3.10 Computation of Interest.
             -----------------------

                                      -40-




     Interest on the Securities (including any Liquidated Damages) shall be
computed on the basis of a 360-day year of twelve 30-day months.

SECTION 3.11 CUSIP Numbers.
             -------------

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

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

SECTION 4.1 Satisfaction and Discharge of Indenture.
            ---------------------------------------

     This Indenture shall upon a Company Request cease to be of further effect
(except as to any surviving rights of conversion, or registration of transfer or
exchange, or replacement of Securities herein expressly provided for and any
right to receive Liquidated Damages as provided in Section 10.11 and in the form
of Securities set forth in Section 2.2 and the Company's obligations to the
Trustee pursuant to Section 6.7), and the Trustee, at the expense of the
Company, shall execute proper instruments in form and substance satisfactory to
the Trustee acknowledging satisfaction and discharge of this Indenture, when

     (1) either

          (i)  all Securities theretofore authenticated and delivered (other
than (A) Securities which have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 3.6 and (B) Securities for whose payment
money has theretofore been deposited in trust or segregated and held in trust by
the Company and thereafter repaid to the Company or discharged from such trust,
as provided in Section 10.3) have been delivered to the Trustee for
cancellation; or

          (ii) all such Securities not theretofore delivered to the Trustee or
its agent for cancellation (other than Securities referred to in clauses (A) and
(B) of clause (1)(i) above)

               (a) have become due and payable, or

               (b) will have become due and payable at their Stated Maturity
within one year, or

               (c) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at

                                      -41-



the expense, of the Company, and the Company, in the case of clause (a), (b) or
(c) above, has deposited or caused to be deposited with the Trustee as trust
funds (immediately available to the Holders in the case of clause (a)) in trust
for the purpose an amount in cash sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal, premium, if any, and interest (including any
Liquidated Damages) to the date of such deposit (in the case of Securities which
have become due and payable) or to the Stated Maturity or Redemption Date, as
the case may be;

     (2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7, the obligations of
the Company to any Authenticating Agent under Section 6.12, the obligation of
the Company to pay Liquidated Damages, if money shall have been deposited with
the Trustee pursuant to clause (1)(ii) of this Section 4.1, the obligations of
the Trustee under Section 4.2 and the last paragraph of Section 10.3 and the
obligations of the Company and the Trustee under Section 3.5 and Article XII
shall survive. Funds held in trust pursuant to this Section are not subject to
the provisions of Article XIII.

SECTION 4.2 Application of Trust Money.
            --------------------------

     Subject to the provisions of the last paragraph of Section 10.3, all money
deposited with the Trustee pursuant to Section 4.1 and in accordance with the
provisions of Article XIII shall be held in trust for the sole benefit of the
Holders and not be subject to the subordination provisions of Article XIII, and
such monies shall be applied by the Trustee, in accordance with the provisions
of the Securities and this Indenture, to the payment, either directly or through
any Paying Agent, to the Persons entitled thereto, of the principal, premium, if
any, and interest for whose payment such money has been deposited with the
Trustee.

     All moneys deposited with the Trustee pursuant to Section 4.1 (and held by
it or any Paying Agent) for the payment of Securities subsequently converted
shall be returned to the Company upon Company Request.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed or assessed against all money deposited with the Trustee
pursuant to Section 4.1 (other than income taxes and franchise taxes incurred or
payable by the Trustee and such other taxes, fees or charges incurred or payable
by the Trustee that are not directly the result of the deposit of such money
with the Trustee).


                                      -42-



                                   ARTICLE V
                                    REMEDIES

SECTION 5.1 Events of Default.
            -----------------

     "Event of Default", wherever used herein, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
occasioned by the provisions of Article XIII or be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or governmental
body):

     (1) default in the payment of the principal of or premium, if any, on any
Security at its Maturity, whether or not such payment is prohibited by the
subordination provisions of the Securities or of this Indenture; or

     (2) default in the payment of any interest (including any Liquidated
Damages) upon any Security 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 subordination provisions of the Securities or of this Indenture; or

     (3) failure by the Company to give a Company Notice in accordance with
Section 14.3; or

     (4) failure by the Company to comply with any of the provisions of Article
VII hereof;

     (5) default 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
the performance or breach of which is specifically dealt with elsewhere in this
Section), 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 Securities 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

     (6) any indebtedness under any bonds, debentures, notes or other evidences
of indebtedness for money borrowed (or guarantee thereof) by the Company or any
Subsidiary (an "Instrument") with an aggregate principal amount in excess of
U.S.$30,000,000, whether such indebtedness now exists or shall hereafter be
created, is not paid at final maturity of any Instrument (either at its stated
maturity or upon acceleration thereof), and such indebtedness is not discharged,
or such acceleration is not rescinded or annulled, within a period of 30 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 Securities a written notice
specifying such default and requiring the Company to cause such indebtedness to
be discharged or cause such default to be cured or waived or such acceleration
to be rescinded or annulled and stating that such notice is a "Notice of
Default" hereunder; or


                                      -43-



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

     (8) the commencement by the Company or any 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 to the entry of a
decree or order for relief in respect of the Company or any 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, or the filing by
either of a petition or answer or consent seeking reorganization or similar
relief under any applicable Federal or State law, or the consent by either 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 any Subsidiary or of any substantial part of
the property of either, or the making by either of an assignment for the benefit
of creditors, or the admission by either in writing of its inability to pay its
debts generally as they become due, or the taking of corporate action by the
Company or any Subsidiary in furtherance of any such action.

SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.
            --------------------------------------------------

     If an Event of Default (other than an Event of Default specified in Section
5.1(7) or 5.1(8) with respect to the Company) occurs and is continuing, then in
every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities may, subject to the provisions of Article
XIII, declare the principal of all the Securities to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders), and upon any such declaration such principal and all accrued
interest thereon shall become immediately due and payable. If an Event of
Default specified in Section 5.1(7) or 5.1(8) with respect to the Company
occurs, the principal of, and accrued interest on, all the Securities shall,
subject to the provisions of Article XIII, ipso facto become immediately due and
payable without any declaration or other Act of the Holders or any act on the
part of the Trustee.

     At any time after such declaration of acceleration has been made and before
a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article V provided, the Holders of a majority in
principal amount of the Outstanding Securities, by written notice to the Company
and the Trustee, may, on behalf of all Holders, rescind and annul such
declaration and its consequences if:


                                      -44-



     (1)  the Company has paid or deposited with the Trustee a sum sufficient to
pay

          (i)   all overdue interest on all Securities,

          (ii)  the principal of and premium, if any, on any Securities that
have become due otherwise than by such declaration of acceleration and any
interest thereon at the rate borne by the Securities,

          (iii) to the extent permitted by applicable law, interest upon overdue
interest at a rate of 3.5% per annum, and

          (iv)  all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel;

     (2) all Events of Default, other than the nonpayment of the principal of
and any premium and interest on, Securities which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section
5.13; and

     (3) such rescission and annulment would not conflict with any judgment or
decree issued in appropriate judicial proceedings regarding the payment by the
Trustee to the Holders of the amounts referred to in 5.2(1).

     No rescission or annulment referred to above shall affect any subsequent
default or impair any right consequent thereon.

SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.
            ---------------------------------------------------------------

     The Company covenants that if:

     (1) default is made in the payment of any interest (including any
Liquidated Damages) on any Security when it becomes due and payable and such
default continues for a period of 30 days, or

     (2) default is made in the payment of the principal of or premium, if any,
on any Security at the Maturity thereof,

the Company will, upon demand of the Trustee but subject to the provisions of
Article XIII, pay to it, for the benefit of the Holders of such Securities the
whole amount then due and payable on such Securities for principal and interest
(including any Liquidated Damages) and interest on any overdue principal and
premium, if any, and, to the extent permitted by applicable law, on any overdue
interest (including any Liquidated Damages), at a rate of 3.5% per annum, and in
addition thereto, such further amount as shall be sufficient to cover the
reasonable costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of

                                      -45-



the sums so due and unpaid, may prosecute such proceeding to judgment or final
decree and may enforce the same against the Company or any other obligor upon
the Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon the Securities, wherever situated.

     If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other proper
remedy.

SECTION 5.4 Trustee May File Proofs of Claim.
            --------------------------------

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or the
creditors of either, the Trustee (irrespective of whether the principal of, and
any interest on, the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of overdue principal
or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,

     (1) to file a proof of claim for the whole amount of principal, premium, if
any, and interest owing and unpaid in respect of the Securities and take such
other actions, including participating as a member, voting or otherwise, of any
official committee of creditors appointed in such matter, and to file such other
papers or documents, in each of the foregoing cases, as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders of Securities allowed in
such judicial proceeding, and

     (2) to collect and receive any moneys or other property payable or
deliverable on any such claim and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder of
Securities to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders of
Securities to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and any other amounts due the Trustee under Section 6.7.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder of a Security in any such proceeding;
provided, however, that the Trustee may, on behalf of such Holders, vote for the
election of a trustee in bankruptcy or similar official.


                                      -46-



SECTION 5.5 Trustee May Enforce Claims Without Possession of Securities.
            -----------------------------------------------------------

     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which judgment has been recovered.

SECTION 5.6 Application of Money Collected.
            ------------------------------

     Subject to Article XIII, any money collected by the Trustee pursuant to
this Article V shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account
of principal, premium, if any, or interest, upon presentation of the Securities
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

     FIRST: To the payment of all amounts due the Trustee under Section 6.7;

     SECOND: To the payment of the amounts then due and unpaid for principal of,
premium, if any, or interest (including Liquidated Damages, if any) on, the
Securities in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal, premium, if any, and
interest (including Liquidated Damages, if any), respectively;

     THIRD: To such other Person or Persons, if any, to the extent entitled
thereto; and

     FOURTH: Any remaining amounts shall be repaid to the Company.

SECTION 5.7 Limitation on Suits.
            -------------------

     No Holder of any Security shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

     (1) such Holder has previously given written notice to the Trustee of an
Event of Default and such Event of Default is continuing at the time of such
institution;

     (2) the Holders of not less than 25% in principal amount of the Outstanding
Securities shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;


                                      -47-



     (3) such Holder or Holders have offered to the Trustee, and if requested,
shall have provided, reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request;

     (4) the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity (or if requested, receipt of indemnity) has failed to
institute any such proceeding; and

     (5) no direction inconsistent with such written request has been given to
the Trustee during such 60 day period by the Holders of a majority in principal
amount of the Outstanding Securities, it being understood and intended that no
one or more of such Holders shall have any right in any manner whatever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other of such Holders, or to obtain or seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all such Holders.

SECTION 5.8 Unconditional Right of Holders to Receive Principal, Premium and
            ----------------------------------------------------------------
            Interest and to Convert.
            -----------------------

     Notwithstanding any other provision in this Indenture, but subject to the
provisions of Article XIII, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of,
premium, if any, and (subject to Section 3.7) interest (including Liquidated
Damages, if any) on such Security on the respective Stated Maturities expressed
in such Security (or, in the case of redemption or repurchase, on the Redemption
Date or Repurchase Date, as the case may be), and to convert such Security in
accordance with Article XII, and to institute suit for the enforcement of any
such payment and right to convert, and such rights shall not be impaired without
the consent of such Holder.

SECTION 5.9 Restoration of Rights and Remedies.
            ----------------------------------

     If the Trustee or any Holder of a Security has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders of
Securities shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
such Holders shall continue as though no such proceeding had been instituted.

SECTION 5.10 Rights and Remedies Cumulative.
             ------------------------------

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
3.6, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders of Securities is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


                                      -48-



SECTION 5.11 Delay or Omission Not Waiver.
             ----------------------------

     No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or any
acquiescence therein. Every right and remedy given by this Article V or by law
to the Trustee or to the Holders of Securities may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or (subject to the
limitations contained in this Indenture) by the Holders of Securities as the
case may be.

SECTION 5.12 Control by Holders of Securities.
             --------------------------------

     Subject to Section 6.3, the Holders of a majority in principal amount of
the Outstanding Securities shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, provided that

     (1) such direction shall not be in conflict with any rule of law or with
this Indenture, and

     (2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction, and

     (3) the Trustee need not take any action that might involve it in personal
liability or be unjustly prejudicial to the Holders of Securities not
consenting.

SECTION 5.13 Waiver of Past Defaults.
             -----------------------

     The Holders, either (i) through the written consent of not less than a
majority in principal amount of the Outstanding Securities or (ii) by the
adoption of a resolution, at a meeting of Holders of the Outstanding Securities
at which a quorum is present, by the Holders of at least 66 2/3%in principal
amount of the Outstanding Securities represented at such meeting, may on behalf
of the Holders of all the Securities waive any past default hereunder and its
consequences, except a default (A) in the payment of the principal of, premium,
if any, or interest (including Liquidated Damages) on any Security, or (B) in
respect of a covenant or provision hereof which under Article VIII cannot be
modified or amended without the consent of the Holder of each Outstanding
Security affected.

     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

SECTION 5.14 Undertaking for Costs.
             ---------------------

                                      -49-



     All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.14 shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities, or to any suit instituted by any Holder of
any Security for the enforcement of the payment of the principal of, premium, if
any, or interest on any Security on or after the respective Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption or
repurchase, on or after the Redemption Date or Repurchase Date, as the case may
be) or for the enforcement of the right to convert any Security in accordance
with Article XII.

SECTION 5.15 Waiver of Stay, Usury or Extension Laws.
             ---------------------------------------

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, usury or extension law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede by reason of such law the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

                                   ARTICLE VI
                                   THE TRUSTEE

SECTION 6.1 Certain Duties and Responsibilities.
            -----------------------------------

     (1) Except during the continuance of an Event of Default,

          (i)  the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and

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

                                      -50-



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

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

         (i)   this paragraph (3) shall not be construed to limit the effect of
paragraph (1) of this Section;

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

         (iii) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction of
the Holders of a majority in principal amount of the Outstanding Securities
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture; and

         (iv)  no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

     (4) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

SECTION 6.2 Notice of Defaults.
            ------------------

     Within 90 days after the occurrence of any default hereunder as to which
the Trustee has received written notice, the Trustee shall give to all Holders
of Securities, in the manner provided in Section 1.6, notice of such default,
unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of, premium, if
any, or interest on any Security the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or
a trust committee of directors or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interest of the
Holders; and provided, further, that in the case of any default of the character
specified in Section 5.1(5), no such notice to Holders of Securities shall be
given until at least 60 days after the occurrence thereof or, if applicable, the
cure period specified therein. For the purpose of this Section,

                                      -51-



the term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default.

SECTION 6.3 Certain Rights of Trustee.
            -------------------------
     Subject to the provisions of Section 6.1:

     (1) the Trustee may rely, and shall be protected in acting or refraining
from acting, upon any resolution, Officers' Certificate, other certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, coupon, other evidence of indebtedness or other
paper or document (collectively, the "Documents") believed by it to be genuine
and to have been signed or presented by the proper party or parties, and the
Trustee need not investigate any fact or matter stated in such Documents;

     (2) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors shall be sufficiently evidenced by a Board Resolution;

     (3) whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be the one
specifically prescribed) may, in the absence of bad faith on its part, request
and rely upon an Officers' Certificate or Opinion of Counsel;

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

     (5) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders of Securities pursuant to this Indenture, unless such Holders shall
have offered, and, if requested by the Trustee, delivered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction;

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

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


                                      -52-



SECTION 6.4 Not Responsible for Recitals or Issuance of Securities.
            ------------------------------------------------------

     The recitals contained herein and in the Securities (except the Trustee's
certificates of authentication) shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture, of
the Securities or of the Common Stock issuable upon the conversion of the
Securities. The Trustee shall not be accountable for the use or application by
the Company of Securities or the proceeds thereof.

SECTION 6.5 May Hold Securities, Act as Trustee under Other Indentures.
            ----------------------------------------------------------

     The Trustee, any Authenticating Agent, any Paying Agent, any Conversion
Agent or any other agent of the Company or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities and may otherwise
deal with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Conversion Agent or such other agent.

     The Trustee may become and act as trustee under other indentures under
which other securities, or certificates of interest or participation in other
securities, of the Company are outstanding in the same manner as if it were not
Trustee hereunder.

SECTION 6.6 Money Held in Trust.
            -------------------

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

SECTION 6.7 Compensation and Reimbursement.
            ------------------------------

     The Company agrees:

     (1) to pay to the Trustee from time to time such reasonable compensation as
the Company and the Trustee shall from time to time agree in writing for its
acceptance of this Indenture and for all services rendered by it hereunder
(which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);

     (2) except as otherwise expressly provided herein, to reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee (including costs and expenses of enforcing this
Indenture and defending itself against any claim (whether asserted by the
Company, any Holder of Securities or any other Person) or liability in
connection with the exercise of any of its powers or duties hereunder) in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to its
negligence or bad faith; and


                                      -53-



     (3) to indemnify the Trustee (and its directors, officers, employees and
agents) for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this trust, including the
reasonable costs, expenses and reasonable attorneys' fees of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder.

     The Trustee shall have a lien prior to the Securities on all money or
property held or controlled by the Trustee to secure the Company's payment
obligations in this Section 6.7, except that held in trust to pay principal and
interest (including Liquidated Damages) on the Securities.

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.1(7) or Section 5.1(8), the expenses
(including the reasonable charges of its counsel) and the compensation for the
services are intended to constitute expenses of the administration under any
applicable Federal or state bankruptcy, insolvency or other similar law.

     The provisions of this Section shall survive the termination of this
Indenture or the earlier resignation or removal of the Trustee.

SECTION 6.8 Corporate Trustee Required; Eligibility.
            ---------------------------------------

     There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such, having (or
be part of a holding company group with) a combined capital and surplus of at
least U.S.$50,000,000, subject to supervision or examination by federal or state
authority, and in good standing. The Trustee or an Affiliate of the Trustee
shall maintain an established place of business in the Borough of Manhattan, The
City of New York. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article and a successor shall be
appointed pursuant to Section 6.9.

SECTION 6.9 Resignation and Removal; Appointment of Successor.
            -------------------------------------------------

     (1) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.10.

     (2) The Trustee may resign at any time by giving written notice thereof to
the Company. If the instrument of acceptance by a successor Trustee required by
Section 6.10 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.


                                      -54-



     (3) The Trustee may be removed at any time by an Act of the Holders of a
majority in principal amount of the Outstanding Securities, delivered to the
Trustee and the Company. If the instrument of acceptance by a successor Trustee
required by Section 6.10 shall not have been delivered to the Trustee within 30
days after the giving of such notice of removal, the removed Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

     (4) If at any time:

          (i)  the Trustee shall cease to be eligible under Section 6.8 and
shall fail to resign after written request therefor by the Company or by any
Holder of a Security who has been a bona fide Holder of a Security for at least
six months, or

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

then, in any such case (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 5.14, any Holder of a Security who has been
a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

     (5) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the Company,
by a Board Resolution, shall promptly appoint a successor Trustee and shall
comply with the applicable requirements of this Section and Section 6.10. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 6.10, become the successor Trustee
and supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders of Securities
and accepted appointment in the manner required by this Section and Section
6.10, any Holder of a Security who has been a bona fide Holder of a Security for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

     (6) The Company shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor Trustee to all Holders of
Securities in the manner provided in Section 1.6. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 6.10 Acceptance of Appointment by Successor.
             --------------------------------------

     Every successor Trustee appointed hereunder shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the

                                      -55-



resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder. Upon
request of any such successor Trustee, the Company shall execute any and all
instruments to more fully and with more certainty vest in and confirm to such
successor Trustee all such rights, powers and trusts.

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

SECTION 6.11 Merger, Conversion, Consolidation or Succession to Business.
             -----------------------------------------------------------

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

SECTION 6.12 Authenticating Agents.
             ---------------------

     The Trustee may, with the consent of the Company, appoint an
"Authenticating Agent" or Agents acceptable to the Company with respect to the
Securities, which Authenticating Agent shall be authorized to act on behalf of
the Trustee to authenticate Securities issued upon exchange or substitution
pursuant to this Indenture.

     Securities authenticated by an Authenticating Agent shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder, and every reference in
this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee's certificate of authentication shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be subject to acceptance
by the Company and shall at all times be a corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to act as Authenticating
Agent and subject to supervision or examination by government or other fiscal
authority. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.12, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section 6.12.


                                      -56-



     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all the
corporate agency or corporate trust business of an Authenticating Agent
(including the authenticating agency contemplated by this Indenture), shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section 6.12, without the execution or filing of
any paper or any further act on the part of the Trustee or the Authenticating
Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.12, the Trustee may appoint a successor
Authenticating Agent which shall be subject to acceptance by the Company. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section 6.12.

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section 6.12.

     If an Authenticating Agent is appointed with respect to the Securities
pursuant to this Section 6.12, the Securities may have endorsed thereon, in
addition to or in lieu of the Trustee's certification of authentication, an
alternative certificate of authentication in the following form:

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

                                              STATE STREET BANK AND TRUST
                                              COMPANY OF CALIFORNIA, N.A.,
                                              as Trustee


                                              By:
                                              ----------------------------------
                                              As Authenticating Agent


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


                                      -57-



SECTION 6.13 Disqualification; Conflicting Interests.
             ---------------------------------------

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

SECTION 6.14 Preferential Collection of Claims Against Company.
             -------------------------------------------------

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

                                   ARTICLE VII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

     The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease all its properties and assets substantially as an
entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer, sell or lease
such Person's properties and assets substantially as an entirety to the Company
unless:

     (1) the Person formed by such consolidation or into or with which the
Company is merged or the Person to which the properties and assets of the
Company are so conveyed, transferred, sold or leased shall be a corporation,
limited liability company, partnership or trust organized and validly existing
under the laws of the United States of America, any State thereof or the
District of Columbia and, if other than the Company, shall expressly assume, by
an indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of,
premium, if any, and interest (including Liquidated Damages, if any) on all of
the Securities as applicable, and the performance or observance of every
covenant of this Indenture on the part of the Company to be performed or
observed and shall have provided for conversion rights in accordance with
Article XII;

     (2) immediately after giving effect to such transaction, no Event of
Default, and no event that after notice or lapse of time or both, would become
an Event of Default, shall have occurred and be continuing; and

     (3) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that such consolidation, merger, conveyance,
transfer or lease and, if a supplemental indenture is required in connection
with such transaction, such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating to such transaction
have been complied with, together with any documents required under Section 8.3.

SECTION 7.2 Successor Substituted.
            ---------------------

                                      -58-



     Upon any consolidation of the Company with, or merger of the Company into
any other Person or any conveyance, transfer or lease of all or substantially
all the properties and assets of the Company in accordance with Section 7.1, the
successor Person formed by such consolidation or into or with which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants
under this Indenture and the Securities.

                                  ARTICLE VIII
                             SUPPLEMENTAL INDENTURES

SECTION 8.1 Supplemental Indentures Without Consent of Holders of Securities.
            ----------------------------------------------------------------

     Without the consent of any Holders of Securities the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto for any of the
following purposes:

     (1) to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants and obligations of the Company
herein and in the Securities as permitted by Article VII of this Indenture; or

     (2) to add to the covenants of the Company for the benefit of the Holders
of Securities or to surrender any right or power herein conferred upon the
Company; or

     (3) to secure the Securities; or

     (4) to make provision with respect to the conversion rights of Holders of
Securities pursuant to Section 12.11 or to make provision with respect to the
repurchase rights of Holders of Securities pursuant to Section 14.5; or

     (5) to make any changes or modifications to this Indenture necessary in
connection with the registration of any Registrable Securities under the
Securities Act as contemplated by Section 10.11, provided such action pursuant
to this clause (5) shall not adversely affect the interests of the Holders of
Securities; or

     (6) to comply with the requirements of the Trust Indenture Act or the rules
and regulations of the Commission thereunder in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act, as contemplated
by this Indenture or otherwise; or

     (7) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee; or

     (8) subject to Section 13.12, to make any change in Article XIII that would
limit or terminate the benefits available to any holder of Senior Debt under
such Article; or


                                      -59-



     (9) to cure any ambiguity, to correct or supplement any provision herein
that may be inconsistent with any other provision herein or that is otherwise
defective, or to make any other provisions with respect to matters or questions
arising under this Indenture as the Company and the Trustee may deem necessary
or desirable, provided such action pursuant to this clause (8) shall not
adversely affect the interests of the Holders of Securities in any material
respect.

     Upon Company Request, accompanied by a Board Resolution authorizing the
execution of any such supplemental indenture, and subject to and upon receipt by
the Trustee of the documents described in Section 8.3 hereof, the Trustee shall
join with the Company in the execution of any supplemental indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained.

SECTION 8.2 Supplemental Indentures with Consent of Holders of Securities.
            -------------------------------------------------------------

     With either (i) the written consent of the Holders of not less than a
majority in principal amount of the Outstanding Securities, by the Act of said
Holders delivered to the Company and the Trustee, or (ii) by the adoption of a
resolution, at a meeting of Holders of the Outstanding Securities at which a
quorum is present, by the Holders of at least 66 2/3% in principal amount of the
Outstanding Securities represented at such meeting, the Company, when authorized
by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent or affirmative vote of the Holder of each Outstanding Security
affected thereby,

     (1) change the Stated Maturity of the principal of, or any installment of
interest on, any Security, or reduce the principal amount of, or the premium, if
any, or the rate of interest payable thereon, or reduce the amount payable upon
a redemption or mandatory repurchase, or change the place or currency of payment
of the principal of, premium, if any, or interest on any Security (including any
payment of Liquidated Damages or Redemption Price or Repurchase Price in respect
of such Security) or impair the right to institute suit for the enforcement of
any payment in respect of any Security on or after the Stated Maturity thereof
(or, in the case of redemption or any repurchase, on or after the Redemption
Date or Repurchase Date, as the case may be) or, except as permitted by Section
12.11, adversely affect the right of Holders to convert any Security as provided
in Article XII, or modify the provisions of this Indenture with respect to the
subordination of the Securities in a manner adverse to the Holders; or

     (2) reduce the requirements of Section 9.4 for quorum or voting, or reduce
the percentage in principal amount of the Outstanding Securities the consent of
whose Holders is required for any such supplemental indenture or the consent of
whose Holders is required for any waiver of compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences provided
for in this Indenture; or

     (3) modify the obligation of the Company to maintain an office or agency in
the Borough of Manhattan, The City of New York, pursuant to Section 10.2; or


                                      -60-



     (4) modify any of the provisions of this Section or Section 5.13 or 10.12,
except to increase any percentage contained herein or therein or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby; or

     (5) modify the provisions of Article XIV in a manner adverse to the
Holders; or

     (6) modify the provisions of Article XI in a manner adverse to the Holders;
or

     (7) modify any of the provisions of Section 10.9.

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

SECTION 8.3 Execution of Supplemental Indentures.
            ------------------------------------

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Sections 6.1 and 6.3) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture, and that such supplemental
indenture has been duly authorized, executed and delivered by the Company and
constitutes a valid and legally binding obligation of the Company enforceable
against the Company in accordance with its terms. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 8.4 Effect of Supplemental Indentures.
            ---------------------------------

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

SECTION 8.5 Reference in Securities to Supplemental Indentures.
            --------------------------------------------------

     Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Company and the
Trustee, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.


                                      -61-



SECTION 8.6 Notice of Supplemental Indentures.
            ---------------------------------

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 8.2, the Company
shall give notice to all Holders of Securities of such fact, setting forth in
general terms the substance of such supplemental indenture, in the manner
provided in Section 1.6. Any failure of the Company to give such notice, or any
defect therein, shall not in any way impair or affect the validity of any such
supplemental indenture.

                                   ARTICLE IX
                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 9.1 Purposes for Which Meetings May Be Called.
            -----------------------------------------

     A meeting of Holders of Securities may be called at any time and from time
to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities.

SECTION 9.2 Call, Notice and Place of Meetings.
            ----------------------------------

     (1) The Trustee may at any time call a meeting of Holders of Securities for
any purpose specified in Section 9.1, to be held at such time and at such place
in the Borough of Manhattan, The City of New York, as the Trustee shall
determine. Notice of every meeting of Holders of Securities, setting forth the
time and the place of such meeting and in general terms the action proposed to
be taken at such meeting, shall be given, in the manner provided in Section 1.6,
not less than 21 nor more than 180 days prior to the date fixed for the meeting.

     (2) In case at any time the Company, pursuant to a Board Resolution, or the
Holders of at least 10% in principal amount of the Outstanding Securities shall
have requested the Trustee to call a meeting of the Holders of Securities for
any purpose specified in Section 9.1, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting to
be held as provided herein, then the Company or the Holders of Securities in the
amount specified, as the case may be, may determine the time and the place in
the Borough of Manhattan, The City of New York, for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in paragraph
(1) of this Section.

SECTION 9.3 Persons Entitled to Vote at Meetings.
            ------------------------------------

     To be entitled to vote at any meeting of Holders of Securities, a Person
shall be (i) a Holder of one or more Outstanding Securities, or (ii) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one or
more Outstanding Securities by such Holder or Holders. The only Persons who
shall be entitled to be present or to speak at any meeting of Holders shall be
the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.


                                      -62-



SECTION 9.4 Quorum; Action.
            --------------

     The Persons entitled to vote a majority in principal amount of the
Outstanding Securities shall constitute a quorum. In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the meeting shall,
if convened at the request of Holders of Securities, be dissolved. In any other
case, the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting (subject to repeated applications of this sentence). Notice of
the reconvening of any adjourned meeting shall be given as provided in Section
9.2(1), except that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of an adjourned meeting shall state expressly the percentage of
the principal amount of the Outstanding Securities that shall constitute a
quorum.

     Subject to the foregoing, at the reconvening of any meeting adjourned for a
lack of a quorum, the Persons entitled to vote 25% in principal amount of the
Outstanding Securities at the time shall constitute a quorum for the taking of
any action set forth in the notice of the original meeting.

     At a meeting or an adjourned meeting duly reconvened and at which a quorum
is present as aforesaid, any resolution and all matters (except as limited by
the proviso to Section 8.2 and except to the extent Section 10.12 requires a
different vote) shall be effectively passed and decided if passed or decided by
the lesser of (i) the Holders of not less than a majority in principal amount of
Outstanding Securities and (ii) the Persons entitled to vote not less than 66
2/3% in principal amount of Outstanding Securities represented and entitled to
vote at such meeting.

     Any resolution passed or decisions taken at any meeting of Holders of
Securities duly held in accordance with this Section shall be binding on all the
Holders of Securities whether or not present or represented at the meeting. The
Trustee shall, in the name and at the expense of the Company, notify all the
Holders of Securities of any such resolutions or decisions pursuant to Section
1.6.

SECTION 9.5 Determination of Voting Rights; Conduct and Adjournment of Meetings.
            -------------------------------------------------------------------

     (1) Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities in regard to proof of the holding of Securities and of the
appointment of proxies and in regard to the appointment and duties of inspectors
of votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters concerning the conduct of
the meeting as it shall deem appropriate. Except as otherwise permitted or
required by any such regulations, the holding of Securities shall be proved in
the manner specified in Section 1.4 and the appointment of any proxy shall be
proved in the manner specified in Section 1.4 or by having the signature of the
Person executing the proxy guaranteed by any bank, broker or other eligible
institution participating in a recognized medallion signature guarantee program.


                                      -63-



     (2) The Trustee shall, by an instrument in writing, appoint a temporary
chairman (which may be the Trustee) of the meeting, unless the meeting shall
have been called by the Company or by Holders of Securities as provided in
Section 9.2(2), in which case the Company or the Holders of Securities calling
the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall be
elected by vote of the Persons entitled to vote a majority in principal amount
of the Outstanding Securities represented at the meeting.

     (3) At any meeting, each Holder of a Security or proxy shall be entitled to
one vote for each U.S.$1,000 principal amount of Securities held or represented
by him; provided, however, that no vote shall be cast or counted at any meeting
in respect of any Security challenged as not Outstanding and ruled by the
chairman of the meeting to be not Outstanding. The chairman of the meeting shall
have no right to vote, except as a Holder of a Security or proxy.

     (4) Any meeting of Holders of Securities duly called pursuant to Section
9.2 at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in principal amount of the Outstanding Securities
represented at the meeting, and the meeting may be held as so adjourned without
further notice.

SECTION 9.6 Counting Votes and Recording Action of Meetings.
            -----------------------------------------------

     The vote upon any resolution submitted to any meeting of Holders of
Securities shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities or of their representatives by proxy and
the principal amounts at Stated Maturity and serial numbers of the Outstanding
Securities held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record, at least in duplicate, of the proceedings
of each meeting of Holders of Securities shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more Persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in
Section 9.2 and, if applicable, Section 9.4. Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company and another to the
Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

                                      -64-



                                    ARTICLE X
                                    COVENANTS

SECTION 10.1 Payment of Principal, Premium and Interest.
             ------------------------------------------

     The Company covenants and agrees that it will duly and punctually pay the
principal of and premium, if any, and interest (including Liquidated Damages, if
any) on the Securities in accordance with the terms of the Securities and this
Indenture. The Company will deposit or cause to be deposited with the Trustee or
its nominee, no later than the opening of business on the date of the Stated
Maturity of any Security or no later than the opening of business on the due
date for any installment of interest, all payments so due, which payments shall
be in immediately available funds on the date of such Stated Maturity or due
date, as the case may be.

SECTION 10.2 Maintenance of Offices or Agencies.
             ----------------------------------

     The Company will maintain in the Borough of Manhattan, The City of New
York, an office or agency where the Securities may be surrendered for
registration of transfer or exchange or for presentation for payment or for
conversion, redemption or repurchase and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency not designated or appointed by
the Trustee. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office or the office or agency of the Trustee in the Borough of
Manhattan, The City of New York.

     The Company may at any time and from time to time vary or terminate the
appointment of any such agent or appoint any additional agents for any or all of
such purposes; provided, however, that until all of the Securities have been
delivered to the Trustee for cancellation, or moneys sufficient to pay the
principal of, premium, if any, and interest on the Securities have been made
available for payment and either paid or returned to the Company pursuant to the
provisions of Section 10.3, the Company will maintain in the Borough of
Manhattan, The City of New York, an office or agency where Securities may be
presented or surrendered for payment and conversion, which shall initially be
State Street Bank and Trust Company, N.A., an Affiliate of the Trustee, where
Securities may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company will give prompt written notice to the
Trustee, and notice to the Holders in accordance with Section 1.6, of the
appointment or termination of any such agents and of the location and any change
in the location of any such office or agency.

     The Company hereby initially designates the Trustee as Paying Agent,
Security Registrar and Conversion Agent, and each of the Corporate Trust Office
of the Trustee and the office or agency of the Trustee in the Borough of
Manhattan, The City of New York, located at 61 Broadway, 15th Floor, New York,
New York 1006, State Street Bank and Trust Company, N.A., attention: Corporate

                                      -65-



Trust Administration (Extreme Networks, Inc. 3.5% Convertible Subordinated Notes
due December 1, 2006) as one such office or agency of the Company for each of
the aforesaid purposes.

SECTION 10.3 Money for Security Payments to Be Held in Trust.
             -----------------------------------------------

     If the Company shall act as its own Paying Agent, it will, on or before
each due date of the principal of, premium, if any, or interest on any of the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal, premium, if any, or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and the Company will promptly notify the Trustee of its
action or failure so to act.

     Whenever the Company shall have one or more Paying Agents, it will, no
later than the opening of business on each due date of the principal of,
premium, if any, or interest on any Securities, deposit with the Trustee a sum
in funds immediately payable on the payment date sufficient to pay the
principal, premium, if any, or interest so becoming due, such sum to be held for
the benefit of the Persons entitled to such principal, premium, if any, or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of any failure so to act.

     The Company will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying
Agent will:

     (1) hold all sums held by it for the payment of the principal of, premium,
if any, or interest on Securities for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of
as herein provided;

     (2) give the Trustee notice of any default by the Company (or any other
obligor upon the Securities) in the making of any payment of principal, premium,
if any, or interest; and

     (3) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held by
such Paying Agent.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium, if any, or
interest on any Security and remaining unclaimed for two years after such
principal, premium, if any, or interest has become due and payable shall be paid
to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or

                                      -66-



such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease.

SECTION 10.4 Existence.
             ---------

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

SECTION 10.5 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 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 shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.

SECTION 10.6 Payment of Taxes and Other Claims.
             ---------------------------------

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

SECTION 10.7 Registration and Listing.
             ------------------------

     The Company (i) will effect all registrations with, and obtain all
approvals by, all governmental authorities that may be necessary under any
United States Federal or state law (including the Securities Act, the Exchange
Act and state securities and Blue Sky laws) before the shares of Common Stock
issuable upon conversion of Securities are issued and delivered, and

                                      -67-



qualified or listed as contemplated by clause (ii) (it being understood that the
Company shall not be required to register the Securities under the Securities
Act, except pursuant to the Registration Rights Agreement referred to in Section
10.11); and (ii) will qualify the shares of Common Stock required to be issued
and delivered upon conversion of the Securities for quotation on the Nasdaq
National Market within 5 business days of the original Issue Date.

     Nothing in this Section will limit the application of Section 10.11.

SECTION 10.8 Statement by Officers as to Default.
             -----------------------------------

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

     The Company will deliver to the Trustee, forthwith upon becoming aware of
any default or any Event of Default under the Indenture, an Officers'
Certificate specifying with particularity such default or Event of Default and
further stating what action the Company has taken, is taking or proposes to take
with respect thereto. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would become, an
Event of Default.

     Any notice required to be given under this Section 10.8 shall be delivered
to the Trustee at its Corporate Trust Office.

SECTION 10.9 Delivery of Certain Information.
             -------------------------------

     At any time when the Company is not subject to Section 13 or 15(d) of the
Exchange Act, upon the request of a Holder of a Restricted Security or the
holder of shares of Common Stock issued upon conversion thereof, the Company
will promptly furnish or cause to be furnished Rule 144A Information (as defined
below) to such Holder of Restricted Securities or such holder of shares of
Common Stock issued upon conversion of Restricted Securities, or to a
prospective purchaser of any such security designated by any such Holder or
holder, as the case may be, to the extent required to permit compliance by such
Holder or holder with Rule 144A under the Securities Act (or any successor
provision thereto) in connection with the resale of any such security; provided,
however, that the Company shall not be required to furnish such information in
connection with any request made on or after the date that is two years from the
later of (i) the date such a security (or any such predecessor security) was
last acquired from the Company or (ii) the date such a security (or any such
predecessor security) was last acquired from an "affiliate" of the Company
within the meaning of Rule 144 under the Securities Act (or any successor
provision thereto). "Rule 144A Information" shall be such information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor
provision thereto).

SECTION 10.10 Resale of Certain Securities.
              ----------------------------

                                      -68-



     During the period beginning on the last date of original issuance of the
Securities and ending on the date that is two years from such date (or such
shortened period under Rule 144(k) under the Securities Act or any successor
rule), the Company will not, and will not permit any of its subsidiaries or
other "affiliates" (as defined under Rule 144 under the Securities Act or any
successor provision thereto) to, resell (i) any Securities that constitute
"restricted securities" under Rule 144 or (ii) any securities into which the
Securities have been converted under this Indenture that constitute "restricted
securities" under Rule 144, that in either case have been reacquired by any of
them. The Trustee shall have no responsibility in respect of the Company's
performance of its agreement in the preceding sentence.

SECTION 10.11 Registration Rights.
              -------------------

     The Company agrees that the Holders from time to time of Registrable
Securities (as defined below) are entitled to the benefits of a Registration
Rights Agreement, dated as of December 5, 2001 (the "Registration Rights
Agreement"), executed by the Company. Pursuant to the Registration Rights
Agreement, the Company has agreed for the benefit of the holders from time to
time of the Registrable Securities that it will, at its expense, (i) within 90
calendar days after the Issue Date (as defined below) of the Securities, file a
shelf registration statement (the "Shelf Registration Statement") with the
Commission with respect to resales of the Registrable Securities, (ii) use its
reasonable efforts to cause such Shelf Registration Statement to be declared
effective by the Commission within 180 calendar days after the Issue Date of the
Securities, provided, however that the Company may, upon written notice to all
the Holders, postpone having the Shelf Registration Statement declared effective
if the Company possesses material non-public information, the disclosure of
which would have a material adverse effect on the Company and its subsidiaries
taken as a whole and (iii) use its reasonable efforts to maintain such Shelf
Registration Statement effective under the Securities Act until the second
annual anniversary of the Issue Date or, if earlier, until there are no
outstanding Registrable Securities (the "Effectiveness Period"). The Company
will be permitted to suspend the use of the prospectus which is a part of the
Shelf Registration Statement during certain periods of time as provided in the
Registration Rights Agreement.

     If (i) on or prior to 90 calendar days following the Issue Date of the
Securities, a Shelf Registration Statement has not been filed with the
Commission, or (ii) on or prior to the 180th calendar day following the Issue
Date of the Securities, such Shelf Registration Statement is not declared
effective (each, a "Registration Default"), additional interest ("Liquidated
Damages") will accrue on the Registrable Securities from and including the day
following such Registration Default to but excluding the day on which such
Registration Default has been cured. Liquidated Damages will be paid
semi-annually in arrears, with the first semi-annual payment due on the first
Interest Payment Date in respect of the Registrable Securities following the
date on which such Liquidated Damages begin to accrue, and will accrue at a rate
per annum equal to an additional one-quarter of one percent (0.25%) of the
principal amount of the Registrable Securities to and including the 90th
calendar day following such Registration Default and at a rate per annum equal
to one-half of one percent (0.50%) thereof from and after the 91st calendar day
following such Registration Default. Pursuant to the Registration Rights
Agreement, in the event that the Shelf Registration Statement ceases to be
effective (or the Holders of Registrable Securities are otherwise prevented or
restricted

                                      -69-



by the Company from effecting sales pursuant thereto) (an "Effective Failure")
during the Effectiveness Period for more than 30 days, whether or not
consecutive, during any 90-day period or for more than 90 days, whether or not
consecutive, during any 12-month period, then the interest rate borne by the
Registrable Securities shall increase by an additional one-half of one percent
(0.50%) per annum from the 31st day of the applicable 90-day period or the 91st
calendar day of the applicable 12-month period until the earlier of (A) such
time as the Effective Failure is cured or (B) the Effectiveness Period expires.
Liquidated Damages will accrue (1) with respect to a Restricted Security at the
rates set forth above, as applicable, on the principal amount of the Restricted
Securities and (2) in respect of the Common Sock issued upon conversion of the
Restricted Securities, at the rates set forth above, as applicable, applied to
the Conversion Price at that time. In no event shall the Company be required to
pay Liquidated Damages in excess of the applicable maximum amount of one-half of
one percent (0.50%) set forth above.

     Whenever in this Indenture there is mentioned, in any context, the payment
of the principal of, premium, if any, or interest on, or in respect of, any
Security, such mention shall be deemed to include mention of the payment of
Liquidated Damages provided for in this Section to the extent that, in such
context, Liquidated Damages are, were or would be payable in respect thereof
pursuant to the provisions of this Section and express mention of the payment of
Liquidated Damages (if applicable) in any provisions hereof shall not be
construed as excluding Liquidated Damages in those provisions hereof where such
express mention is not made.

     "Registrable Securities" means all or any portion of the Restricted
Securities issued from time to time under this Indenture and the shares of
Common Stock issuable upon conversion or repurchase of such Restricted
Securities, except any such Restricted Security or share of Common Stock
issuable upon conversion or repurchase thereof that (i) has been effectively
registered under the Securities Act and sold in a manner contemplated by the
Shelf Registration Statement, (ii) has been transferred in compliance with Rule
144 under the Securities Act (or any successor provision thereto) or is
transferable pursuant to paragraph (k) of such Rule 144 (or any successor
provision thereto) or (iii) otherwise has been transferred and a new Security or
share of Common Stock not subject to transfer restrictions under the Securities
Act has been delivered by or on behalf of the Company in accordance with Section
3.5 of this Indenture.

     If a Security, or the shares of Common Stock issuable upon conversion of a
Security, is a Registrable Security, and the Holder thereof elects to sell such
Registrable Security pursuant to the Shelf Registration Statement then, by its
acceptance thereof, the Holder of such Registrable Security will have agreed to
be bound by the terms of the Registration Rights Agreement relating to the
Registrable Securities which are the subject of such election.

     For the purposes of the Registration Rights Agreement, the term "Holder"
includes any Person that has a beneficial interest in any Restricted Global
Security or any beneficial interest in a global security representing shares of
Common Stock issuable upon conversion of a Security.

     If Liquidated Damages are payable under the Registration Rights Agreement,
the Company shall deliver to the Trustee a certificate to that effect stating
(i) the amount of Liquidated Damages that is payable and (ii) the date on which
Liquidated Damages are payable. Unless and until a

                                      -70-



Responsible Officer of the Trustee receives at the Corporate Trust Office such a
certificate, the Trustee may assume without inquiry that no Liquidated Damages
are payable. If Liquidated Damages have been paid by the Company directly to the
persons entitled to them, the Company shall deliver to the Trustee a certificate
setting forth the particulars of such payment.

SECTION 10.12 Waiver of Certain Covenants.
              ---------------------------

     The Company may omit in any particular instance to comply with any covenant
or condition set forth in Sections 10.4 (other than with respect to the
existence of the Company (subject to Article VII)), 10.5 and 10. 6, inclusive
(other than a covenant or condition which under Article VIII cannot be modified
or amended without the consent of the Holder of each Outstanding Security
affected), if before the time for such compliance the Holders shall, through (i)
the written consent of not less than a majority in principal amount of the
Outstanding Securities or (ii) the adoption of a resolution at a meeting of
Holders of the Outstanding Securities at which a quorum is present by the
Holders of not less than 66 2/3% in principal amount of the Outstanding
Securities represented at such meeting, 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 or any Paying or
Conversion Agent in respect of any such covenant or condition shall remain in
full force and effect.

                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

SECTION 11.1 Right of Redemption.
             -------------------

     The Securities may be redeemed in accordance with the provisions of the
form of Securities set forth in Section 2.2.

SECTION 11.2 Applicability of Article.
             ------------------------

     Redemption of Securities at the election of the Company or otherwise, as
permitted or required by any provision of the Securities or this Indenture,
shall be made in accordance with such provision and this Article XI.

SECTION 11.3 Election to Redeem; Notice to Trustee.
             -------------------------------------

     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution. Subject to Section 11.5, in case of any redemption at the
election of the Company of any of the Securities, the Company shall, at least 45
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date.

SECTION 11.4 Selection by Trustee of Securities to Be Redeemed.
             -------------------------------------------------

                                      -71-



     If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected by the Trustee within five Business
Days after it receives the notice described in 11.3, from the Outstanding
Securities not previously called for redemption, by lot or by such other method
as the Trustee may deem fair and appropriate.

     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 may be treated by the
Trustee as Outstanding for the purpose of such selection. The Trustee shall
promptly notify the Company and each Security Registrar in writing of the
securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

SECTION 11.5 Notice of Redemption.
             --------------------

     Notice of redemption shall be given in the manner provided in Section 1.6
to the Holders of Securities to be redeemed not less than 30 nor more than 60
days prior to the Redemption Date, and such notice shall be irrevocable. The
Company shall, concurrently with the giving of such notice, publish a Press
Release including the information required to be included in such notice of
redemption hereunder.

     All notices of redemption shall state:

     (1) the Redemption Date,

     (2) the Redemption Price, and accrued interest (including Liquidated
Damages, if any), if any, to, but excluding, the Redemption Date,

     (3) if less than all Outstanding Securities are to be redeemed, the
aggregate principal amount of Securities to be redeemed and the aggregate
principal amount of Securities which will be outstanding after such partial
redemption,

     (4) that on the Redemption Date the Redemption Price, and accrued interest
(including Liquidated Damages, if any), if any, to, but excluding, the
Redemption Date, will become due and payable upon each such Security to be
redeemed, and that interest thereon shall cease to accrue on and after said
date,

     (5) the Conversion Rate, the date on which the right to convert the
Securities to be redeemed will terminate and the places where such Securities
may be surrendered for conversion, and

                                      -72-



     (6) the place or places where such Securities are to be surrendered for
payment of the Redemption Price and accrued interest (including Liquidated
Damages, if any), if any, to, but excluding, the Redemption Date.

     In case of a partial redemption, the notice shall specify the serial and
CUSIP numbers (if any) and the portions thereof called for redemption and that
transfers and exchanges may occur on or prior to the Redemption Date.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's written request, by
the Trustee in the name of and at the expense of the Company. Notice of
redemption of Securities to be redeemed at the election of the Company received
by the Trustee shall be given by the Trustee to each Paying Agent in the name of
and at the expense of the Company.

SECTION 11.6 Deposit of Redemption Price.
             ---------------------------

     On or prior to the Redemption Date, the Company shall deposit with the
Trustee (or, if the Company is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 10.3) an amount of money (which shall be in
immediately available funds on such Redemption Date) sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest (including Liquidated Damages, if any) to the
Redemption Date on, all the Securities which are to be redeemed on that date
other than any Securities called for redemption on that date which have been
converted prior to the date of such deposit.

     If any Security called for redemption is converted, any money deposited
with the Trustee 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 3.7) be paid to the Company on Company Request or, if then held by the
Company, shall be discharged from such trust.

SECTION 11.7 Securities Payable on Redemption Date.
             -------------------------------------

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified and from and after such date (unless the
Company shall default in the payment of the Redemption Price, including accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
Security for redemption in accordance with said notice such Security shall be
paid by the Company at the Redemption Price together with accrued and unpaid
interest (including Liquidated Damages, if any) to the Redemption Date;
provided, however, that installments of interest on Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such on
the relevant Record Date according to their terms and the provisions of Section
3.7.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal amount of, premium, if any, and, to the
extent permitted by applicable law,

                                      -73-



accrued interest on such Security shall, until paid, bear interest from the
Redemption Date at a rate of 3.5% per annum and such Security shall remain
convertible until the Redemption Price of such Security (or portion thereof, as
the case may be) shall have been paid or duly provided for.

     Any Security that is to be redeemed only in part shall be surrendered at
the Corporate Trust Office or an office or agency of the Company designated for
that purpose pursuant to Section 10.2 (with, if the Company or the Trustee so
requires, due endorsement by, or a 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 make available for delivery to the Holder of
such Security without service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

SECTION 11.8 Conversion Arrangement on Call for Redemption.
             ---------------------------------------------

     In connection with any redemption of Securities, the Company may arrange
for the purchase and conversion of any Securities by an agreement with one or
more investment bankers or other purchasers (the "Purchasers") to purchase such
securities by paying to the Trustee in trust for the Holders, on or before the
Redemption Date, an amount not less than the applicable Redemption Price,
together with interest accrued to the Redemption Date, of such Securities.
Notwithstanding anything to the contrary contained in this Article XI, the
obligation of the Company to pay the Redemption Price, together with interest
accrued to the Redemption Date, shall be deemed to be satisfied and discharged
to the extent such amount is so paid by such Purchasers. If such an agreement is
entered into (a copy of which shall be filed with the Trustee prior to the close
of business on the Business Day immediately prior to the Redemption Date), any
Securities called for redemption that are not duly surrendered for conversion by
the Holders thereof may, at the option of the Company, be deemed, to the fullest
extent permitted by law, and consistent with any agreement or agreements with
such Purchasers, to be acquired by such Purchasers from such Holders and
(notwithstanding anything to the contrary contained in Article XII) surrendered
by such Purchasers for conversion, all as of immediately prior to the close of
business on the Redemption Date (and the right to convert any such Securities
shall be extended through such time), subject to payment of the above amount as
aforesaid. At the direction of the Company, the Trustee shall hold and dispose
of any such amount paid to it by the Purchasers to the Holders in the same
manner as it would monies deposited with it by the Company for the redemption of
Securities. Without the Trustee's prior written consent, no arrangement between
the Company and such Purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee as set forth in this Indenture,
and the Company agrees to indemnify the Trustee from, and hold it harmless
against, any loss, liability or expense arising out of or in connection with any
such arrangement for the purchase and conversion of any Securities between the
Company and such Purchasers, including the costs and expenses, including
reasonable legal fees, incurred by the Trustee in the defense of any claim or
liability arising out of or in connection with the exercise or performance of
any of its powers, duties, responsibilities or obligations under this Indenture.

                                      -74-



                                   ARTICLE XII
                            CONVERSION OF SECURITIES

SECTION 12.1 Conversion Privilege and Conversion Rate.
             ----------------------------------------

     Subject to and upon compliance with the provisions of this Article, at the
option of the Holder thereof, any Security may be converted into fully paid and
nonassessable shares (calculated as to each conversion to the nearest 1/100th of
a share) of Common Stock of the Company at the Conversion Rate, determined as
hereinafter provided, in effect at the time of conversion. Such conversion right
shall commence on the initial issuance date of the Securities and expire at the
close of business on the date of Maturity, subject, in the case of conversion of
any Global Security, to any Applicable Procedures. In case a Security or portion
thereof is called for redemption at the election of the Company or the Holder
thereof exercises his right to require the Company to repurchase the Security,
such conversion right in respect of the Security, or portion thereof so called,
shall expire at the close of business on the Business Day immediately preceding
the Redemption Date or the Repurchase Date, as the case may be, unless the
Company defaults in making the payment due upon redemption or repurchase, as the
case may be (in each case subject as aforesaid to any Applicable Procedures with
respect to any Global Security).

     The rate at which shares of Common Stock shall be delivered upon conversion
(herein called the "Conversion Rate") shall be initially 47.7213 shares of
Common Stock for each U.S.$1,000 principal amount of Securities. The Conversion
Rate shall be adjusted in certain instances as provided in this Article XII.

SECTION 12.2 Exercise of Conversion Privilege.
             --------------------------------

     In order to exercise the conversion privilege, the Holder of any Security
to be converted shall surrender such Security, duly endorsed in blank, at any
office or agency of the Company maintained for that purpose pursuant to Section
10.2, accompanied by a duly signed conversion notice substantially in the form
set forth in Section 2.4 stating that the Holder elects to convert such Security
or, if less than the entire principal amount thereof is to be converted, the
portion thereof to be converted. Each Security surrendered for conversion (in
whole or in part) during the Record Date Period shall (except in the case of any
Security or portion thereof which has been called for redemption or if a Change
in Control has occured and an offer to repurchase the Securities is pending) be
accompanied by payment 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 of such Security (or part thereof,
as the case may be) being surrendered for conversion. The interest so payable on
such Interest Payment Date with respect to any Security (or portion thereof, if
applicable) that is surrendered for conversion during the Record Date Period
shall be paid to the Holder of such Security as of such Regular Record Date in
an amount equal to the interest that would have been payable on such Security if
such Security had been converted as of the close of business on such Interest
Payment Date. Interest payable on any Interest Payment Date in respect of any
Security surrendered for conversion on or after such Interest Payment Date shall
be paid to the Holder of such Security as of the Regular Record Date next
preceding such Interest Payment Date, notwithstanding the exercise of the right
of conversion. Except as provided in this

                                      -75-



paragraph and subject to the last paragraph of Section 3.7, no cash payment or
adjustment shall be made upon any conversion on account of any interest accrued
from the Interest Payment Date next preceding the conversion date, in respect of
any Security (or part thereof, as the case may be) surrendered for conversion,
or on account of any dividends on the Common Stock issued upon conversion. The
Company's delivery to the Holder of the number of shares of Common Stock (and
cash in lieu of fractions thereof, as provided in this Indenture) into which a
Security is convertible will be deemed to satisfy the Company's obligation to
pay the principal amount of the Security.

     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 deliver to the Trustee, for delivery to the Holder, 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 12.3.

     All shares of Common Stock delivered upon such conversion of Restricted
Securities shall bear restrictive legends substantially in the form of the
legends required to be set forth on the Restricted Securities pursuant to
Section 3.5 and shall be subject to the restrictions on transfer provided in
such legends. Neither the Trustee nor any agent maintained for the purpose of
such conversion shall have any responsibility for the inclusion or content of
any such restrictive legends on such Common Stock; provided, however, that the
Trustee or any agent maintained for the purpose of such conversion shall have
provided, to the Company or to the Company's transfer agent for such Common
Stock, prior to or concurrently with a request to the Company to deliver such
Common Stock, written notice that the Securities delivered for conversion are
Restricted Securities.

     In the case of any Security 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 Security or
Securities of authorized denominations in an aggregate principal amount equal to
the unconverted portion of the principal amount of such Security. A Security may
be converted in part, but only if the principal amount of such Security to be
converted is any integral multiple of U.S.$1,000 and the principal amount of
such security to remain Outstanding after such conversion is equal to U.S.$1,000
or any integral multiple of $1,000 in excess thereof.

     If shares of Common Stock to be issued upon conversion of a Restricted
Security, or Securities to be issued upon conversion of a Restricted Security in
part only, are to be registered in a name other than that of the beneficial
owner of such Restricted Security, then such Holder must deliver to the
Conversion Agent a Surrender Certificate, dated the date of surrender of such
Restricted Security and signed by such beneficial owner, as to compliance with
the restrictions on transfer applicable to such Restricted Security. Neither the
Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be required
to register in a name other than that of the beneficial

                                      -76-



owner, shares of Common Stock or Securities issued upon conversion of any such
Restricted Security not so accompanied by a properly completed Surrender
Certificate.

SECTION 12.3 Fractions of Shares.
             -------------------

     No fractional shares of Common Stock shall be issued upon conversion of any
Security or Securities. If more than one Security 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 Securities (or specified portions thereof) so
surrendered. Instead of any fractional share of Common Stock that would
otherwise be issuable upon conversion of any Security or Securities (or
specified portions thereof), the Company shall calculate and pay a cash
adjustment in respect of such fraction (calculated to the nearest 1/100th of a
share) in an amount equal to the same fraction of the Closing Price Per Share at
the close of business on the day of conversion.

SECTION 12.4 Adjustment of Conversion Rate.
             -----------------------------

     The Conversion Rate shall be subject to adjustments from time to time as
follows:

     (1) In case the Company shall pay or make a dividend or other distribution
on shares of any class of capital stock payable in shares of Common Stock, the
Conversion Rate in effect at the opening of business on the day following the
date fixed for the determination of shareholders entitled to receive such
dividend or other distribution shall be increased by dividing such Conversion
Rate 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 increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. If, after any such date
fixed for determination, any dividend or distribution is not in fact paid, the
Conversion Rate shall be immediately readjusted, effective as of the date the
Board of Directors determines not to pay such dividend or distribution, to the
Conversion Rate that would have been in effect if such determination date had
not been fixed. 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
will 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 issue rights, options or warrants to all
holders of its Common Stock (other than rights issued pursuant to the Rights
Plan (as defined in paragraph (13) of this Section 12.4)) entitling them 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 (8) of
this Section 12.4) of the Common Stock on the date fixed for the determination
of stockholders entitled to receive such rights, options or warrants (other than
any rights, options or warrants that by their terms will also be issued to any
Holder upon conversion of a Security into shares of Common Stock without any
action required by the Company or any other Person), the Conversion Rate in
effect at

                                      -77-



the opening of business on the day following the date fixed for such
determination shall be increased by dividing such Conversion Rate 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 that 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 increase to become effective
immediately after the opening of business on the day following the date fixed
for such determination. If, after any such date fixed for determination, any
such rights, options or warrants are not in fact issued, or are not exercised
prior to the expiration thereof, the Conversion Rate shall be immediately
readjusted, effective as of the date such rights, options or warrants expire, or
the date the Board of Directors determines not to issue such rights, options or
warrants, to the Conversion Rate that would have been in effect if the
unexercised rights, options or warrants had never been granted or such
determination date had not been fixed, as the case may be. 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 will not issue any rights, options or
warrants 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 Rate in effect at the
opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately increased, and, conversely, in case
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Conversion Rate in effect at the opening of business
on the day following the day upon which such subdivision or combination becomes
effective shall be proportionately reduced, such increase or reduction, as the
case may be, to become effective immediately after the opening of business on
the day following the day upon which such subdivision or combination becomes
effective.

     (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 or other property (including cash or assets or securities, but
excluding (i) any rights, options or warrants referred to in paragraph (2) of
this Section, (ii) any dividend or distribution paid exclusively in cash, (iii)
any dividend or distribution referred to in paragraph (1) of this Section, (iv)
any consideration distributed in any merger or consolidation to which Section
12.11 applies), and (v) any rights issued pursuant to the Rights Plan (as
defined in paragraph (13) of this Section 12.4) except as specified in paragraph
(13) of this Section 12.4, the Conversion Rate shall be adjusted so that the
same shall equal the rate determined by dividing the Conversion Rate in effect
immediately prior to the close of business on the date fixed for the
determination of stockholders entitled to receive such distribution by a
fraction of which the numerator shall be the current market price per share
(determined as provided in paragraph (8) of this Section 12.4) of the Common
Stock on the date fixed for such determination less the then fair market value
(as determined by the Board of directors, whose determination shall be
conclusive and described in a Board Resolution filed with the Trustee) of the
portion of the assets,

                                      -78-



shares or evidences of indebtedness 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 adjustment to become effective immediately prior to the
opening of business on the day following the date fixed for the determination of
stockholders entitled to receive such distribution. If after any such date fixed
for determination, any such distribution is not in fact made, the Conversion
Rate shall be immediately readjusted, effective as of the date of the Board of
Directors determines not to make such distribution, to the Conversion Rate that
would have been in effect if such determination date had not been fixed.

     (5) In case the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock cash (excluding any cash that is distributed as part
of a distribution referred to in paragraph (4) of this Section or cash
distributed upon a merger or consolidation to which Section 12.11 applies) in an
aggregate amount that, combined together with (I) the aggregate amount of any
other all-cash distributions to all holders of its Common Stock made exclusively
in cash within the 365-day period preceding the date of payment of such
distribution and in respect of which no adjustment pursuant to this paragraph
(5) has been made and (II) the aggregate of any cash plus the fair market value
(as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution) of consideration payable in
respect of any tender offer by the Company or any of its Subsidiaries for all or
any portion of the Common Stock concluded within the 365-day period preceding
the date of payment of such distribution and in respect of which no adjustment
pursuant to paragraph (6) of this Section 12.4 has been made (the "combined cash
and tender amount") exceeds 10% of the product of the current market price per
share (determined as provided in paragraph (8) of this Section 12.4) of the
Common Stock on the date for the determination of holders of shares of Common
Stock entitled to receive such distribution times the number of shares of Common
Stock outstanding on such date (the "aggregate current market price"), then, and
in each such case, immediately after the close of business on such date for
determination, the Conversion Rate shall be adjusted so that the same shall
equal the rate determined by dividing the Conversion Rate in effect immediately
prior to the close of business on the date fixed for determination of the
stockholders entitled to receive such distribution by a fraction (i) the
numerator of which shall be equal to the current market price per share
(determined as provided in paragraph (8) of this Section) of the Common Stock on
the date fixed for such determination less an amount equal to the quotient of
(x) the excess of such combined cash and tender amount over 10% of such
aggregate current market price divided by (y) the number of shares of Common
Stock outstanding on such date for determination and (ii) the denominator of
which shall be equal to the current market price per share (determined as
provided in paragraph (8) of this Section 12.4) of the Common Stock on such date
fixed for determination.

     (6) In case a tender offer made by the Company or any Subsidiary for all or
any portion of the Common Stock shall expire and such tender offer (as amended
upon the expiration thereof) shall require the payment to stockholders (based on
the acceptance (up to any maximum specified in the terms of the tender offer) of
Purchased Shares (as defined below)) of an aggregate consideration having a fair
market value (as determined by the Board of Directors, whose determination shall
be conclusive and described in a Board Resolution) that combined together with
(I) the aggregate of the cash plus the fair market value (as determined by the
Board of Directors, whose determination shall

                                      -79-



be conclusive and described in a Board Resolution), as of the expiration of such
tender offer, of consideration payable in respect of any other tender offer by
the Company or any Subsidiary for all or any portion of the Common Stock
expiring within the 365-day period preceding the expiration of such tender offer
and in respect of which no adjustment pursuant to this paragraph (6) has been
made and (II) the aggregate amount of any cash distributions to all holders of
the Common Stock within 365-day period preceding the expiration of such tender
offer and in respect of which no adjustment pursuant to paragraph (5) of this
Section has been made (the "combined tender and cash amount") exceeds 10% of the
product of the current market price per share of the Common Stock (determined as
provided in paragraph (8) of this Section 12.4) as of the last time (the
"Expiration Time") tenders could have been made pursuant to such tender offer
(as it may be amended) times the number of shares of Common Stock outstanding
(including any tendered shares) as of the Expiration Time, then, and in each
such case immediately prior to the opening of business on the day after the date
of the Expiration Time, the Conversion Rate shall be adjusted so that the same
shall equal the rate determined by dividing the Conversion Rate immediately
prior to close of business on the date of the Expiration Time by a fraction (i)
the numerator of which shall be equal to (A) the product of (I) the current
market price per share of the Common Stock (determined as provided in paragraph
(8) of this Section 12.4) on the date of the Expiration Time multiplied by (II)
the number of shares of Common Stock outstanding (including any tendered shares)
on the Expiration Time less (B) the combined tender and cash amount, and (ii)
the denominator of which shall be equal to the product of (A) the current market
price per share of the Common Stock (determined as provided in paragraph (8) of
this Section 12.4) as of the Expiration Time multiplied by (B) the number of
shares of Common Stock outstanding (including any tendered shares) as of the
Expiration Time less the number of all shares validly tendered and not withdrawn
as of the Expiration Time (the shares deemed so accepted up to any such maximum,
being referred to as the "Purchased Shares").

     (7) The reclassification of Common Stock into securities other than Common
Stock (other than any reclassification upon a consolidation or merger to which
Section 12.11 applies) shall be deemed to involve (a) a distribution of such
securities other than Common Stock to all holders of Common Stock (and the
effective date of such reclassification shall be deemed to be "the date fixed
for the determination of stockholders entitled to receive such distribution" and
"the date fixed for such determination" within the meaning of paragraph (4) of
this Section), and (b) a subdivision or combination, as the case may be, of the
number of shares of Common Stock outstanding immediately prior to such
reclassification into the number of shares of Common Stock outstanding
immediately thereafter (and the effective date of such reclassification shall be
deemed to be "the day upon which such subdivision becomes effective" or "the day
upon which such combination becomes effective", as the case may be, and "the day
upon which such subdivision or combination becomes effective" within the meaning
of paragraph (3) of this Section 12.4).

     (8) For the purpose of any computation under paragraphs (2), (4), (5) or
(6) of this Section 12.4, the current market price per share of Common Stock on
any date shall be calculated by the Company and be the average of the daily
Closing Prices Per Share for the five consecutive Trading Days selected by the
Company commencing not more than 10 Trading Days before, and ending not later
than the earlier of the day in question and the day before the "ex date" with
respect to the issuance or distribution requiring such computation. For purposes
of this paragraph, the term

                                      -80-



"ex date," when used with respect to any issuance or distribution, means the
first date on which the Common Stock trades regular way in the applicable
securities market or on the applicable securities exchange without the right to
receive such issuance or distribution.

     (9)  No adjustment in the Conversion Rate shall be required unless such
adjustment (plus any adjustments not previously made by reason of this paragraph
(9)) would require an increase or decrease of at least one percent in such rate;
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. All calculations under this Article shall be made to
the nearest cent or to the nearest one-hundredth of a share, as the case may be.

     (10) The Company may make such increases in the Conversion Rate, for the
remaining term of the Securities or any shorter term, in addition to those
required by paragraphs (1), (2), (3), (4), (5) and (6) of this Section 12.4, as
it considers to be advisable in order to avoid or diminish any income tax to any
holders of shares of Common Stock resulting from any dividend or distribution of
stock or issuance of rights or warrants to purchase or subscribe for stock or
from any event treated as such for income tax purposes. The Company shall have
the power to resolve any ambiguity or correct any error in this paragraph (10)
and its actions in so doing shall, absent manifest error, be final and
conclusive.

     (11) Notwithstanding the foregoing provisions of this Section, no
adjustment of the Conversion Rate shall be required to be made (a) upon the
issuance of shares of Common Stock pursuant to any present or future plan for
the reinvestment of dividends or (b) because of a tender or exchange offer of
the character described in Rule 13e-4(h)(5) under the Exchange Act or any
successor rule thereto.

     (12) To the extent permitted by applicable law, the Company from time to
time may increase the Conversion Rate by any amount for any period of time if
the period is at least twenty (20) days, the increase is irrevocable during such
period, and the Board of Directors shall have made a determination that such
increase would be in the best interests of the Company, which determination
shall be conclusive; provided, however, that no such increase shall be taken
into account for purposes of determining whether the Closing Price Per Share of
the Common Stock equals or exceeds 105% of the Conversion Price in connection
with an event which would otherwise be a Change in Control pursuant to Section
14.4. Whenever the Conversion Rate is increased pursuant to the preceding
sentence, the Company shall give notice of the increase to the Holders in the
manner provided in Section 1.6 at least fifteen (15) days prior to the date the
increased Conversion Rate takes effect, and such notice shall state the
increased Conversion Rate and the period during which it will be in effect.

     (13) Pursuant to rights issued under the Company's preferred stock rights
agreement, dated as of April 27, 2001 (the "Rights Plan"), to the extent the
Rights Plan is still in effect, upon conversion of any Security by the holder
thereof, such holders will receive, in addition to the Common Stock issuable
upon such conversion, the rights described in the Rights Plan, whether or not
the rights have separated from the underlying Common Stock at the time of
conversion, unless the distribution of such rights would cause certain tax
implications as specified in the Rights Plan, in

                                      -81-



which case the holder shall not receive such rights upon conversion, and in lieu
thereof, the Conversion Rate will be adjusted effective immediately prior to
conversion pursuant paragraph (4) of this Section 12.4, as though such rights
had been distributed to holders of Common Stock on the day immediately preceding
the conversion date.

SECTION 12.5 Notice of Adjustments of Conversion Rate.
             ----------------------------------------

     Whenever the Conversion Rate is adjusted as herein provided:

     (1) the Company shall compute the adjusted Conversion Rate in accordance
with Section 12.4 and shall prepare a certificate signed by the Chief Financial
Officer of the Company setting forth the adjusted Conversion Rate and showing in
reasonable detail the facts upon which such adjustment is based, and such
certificate shall promptly be filed with the Trustee and with each Conversion
Agent; and

     (2) upon each such adjustment, a notice stating that the Conversion Rate
has been adjusted and setting forth the adjusted Conversion Rate shall be
required, and as soon as practicable after it is required, such notice shall be
provided by the Company to all Holders in accordance with Section 1.6.

     Neither the Trustee nor any Conversion Agent shall be under any duty or
responsibility with respect to any such certificate or the information and
calculations contained therein, except to exhibit the same to any Holder of
Securities desiring inspection thereof at its office during normal business
hours, and shall not be deemed to have knowledge of any adjustment in the
Conversion Rate unless and until a Responsible Officer of the Trustee shall have
received such a certificate. Until a Responsible Officer of the Trustee receives
such a certificate, the Trustee and each Conversion Agent may assume without
inquiry that the last Conversion Rate of which the Trustee has knowledge of
remains in effect.

SECTION 12.6 Notice of Certain Corporate Action.
             ----------------------------------

     In case:

     (1) 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 any adjustment pursuant to Section 12.4;
or

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

     (3) of any reclassification of the Common Stock, or of any consolidation,
merger or share exchange to which the Company is a party and for which approval
of any stockholders of the Company is required, or of the conveyance, sale,
transfer or lease of all or substantially all of the assets of the Company; or

                                      -82-



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

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Securities pursuant to Section 10.2, and shall
cause to be provided to all Holders in accordance with Section 1.6, at least 20
days (or 10 days in any case specified in clause (1) or (2) above) prior to the
applicable record or effective date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend,
distribution, rights, options or warrants, or, if a record is not to be taken,
the date as of which the holders of Common Stock of record to be entitled to
such dividend, distribution, rights, options or warrants are to be determined or
(y) the date on which such reclassification, consolidation, merger, conveyance,
transfer, sale, lease, 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, conveyance, transfer, sale, lease, dissolution,
liquidation or winding up. Neither the failure to give such notice or the notice
referred to in the following paragraph nor any defect therein shall affect the
legality or validity of the proceedings described in clauses (1) through (4) of
this Section 12.6. If at the time the Trustee shall not be the conversion agent,
a copy of such notice shall also forthwith be filed by the Company with the
Trustee.

     The Company shall cause to be filed at the Corporate Trust Office and each
office or agency maintained for the purpose of conversion of Securities pursuant
to Section 10.2, and shall cause to be provided to all Holders in accordance
with Section 1.6, notice of any tender offer by the Company or any Subsidiary
for all or any portion of the Common Stock at or about the time that such notice
of tender offer is provided to the public generally.

SECTION 12.7 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, for the
purpose of effecting the conversion of Securities, the full number of shares of
Common Stock then issuable upon the conversion of all Outstanding Securities.

SECTION 12.8 Taxes on Conversions.
             --------------------

     Except as provided in the next sentence, the Company will pay any and all
taxes and duties that may be payable in respect of the issue or delivery of
shares of Common Stock on conversion of Securities pursuant hereto. The Company
shall not, however, be required to pay any tax or duty that may be payable in
respect of (i) income of the Holder, or (ii) any transfer involved in the issue
and delivery of shares of Common Stock in a name other than that of the Holder
of the Security or Securities 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 duty, or has established to the
satisfaction of the Company that such tax or duty has been paid.

SECTION 12.9 Covenant as to Common Stock.
             ---------------------------

                                      -83-



     The Company agrees that all shares of Common Stock that may be delivered
upon conversion of Securities, upon such delivery, will have been duly
authorized and validly issued and will be fully paid and nonassessable and,
except as provided in Section 12.8, the Company will pay all taxes, liens and
charges with respect to the issue thereof.

SECTION 12.10 Cancellation of Converted Securities.
              ------------------------------------

     All Securities delivered for conversion shall be delivered to the Trustee
or its agent to be canceled by or at the direction of the Trustee, which shall
dispose of the same as provided in Section 3.9.

SECTION 12.11 Provision in Case of Consolidation, Merger or Sale of Assets.
              ------------------------------------------------------------

     In case of any consolidation or merger of the Company with or into any
other Person, any merger of another Person with or into the Company (other than
a merger that does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock of the Company) or any
conveyance, sale, transfer or lease of all or substantially all of the assets of
the Company (other than a sale of all or substantially all of the assets of the
Company that does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock of the Company), the Person
formed by such consolidation or resulting from such merger or which acquires
such assets, as the case may be, shall execute and deliver to the Trustee a
supplemental indenture providing that the Holder of each Security then
Outstanding shall have the right thereafter, during the period such Security
shall be convertible as specified in Section 12.1, to convert such Security only
into the kind and amount of securities, cash and other property receivable upon
such consolidation, merger, conveyance, sale, transfer or lease by a holder of
the number of shares of Common Stock of the Company into which such Security
might have been converted immediately prior to such consolidation, merger,
conveyance, sale, transfer or lease, assuming such holder of Common Stock of the
Company (i) is not (A) a Person with which the Company consolidated or merged
with or into or which merged into or with the Company or to which such
conveyance, sale, transfer or lease was made, as the case may be (a "Constituent
Person"), or (B) an Affiliate of a Constituent Person and (ii) failed to
exercise his rights of election, if any, as to the kind or amount of securities,
cash and other property receivable upon such consolidation, merger, conveyance,
sale, transfer or lease (provided that if the kind or amount of securities, cash
and other property receivable upon such consolidation, merger, conveyance, sale,
transfer, or lease is not the same for each share of Common Stock of the Company
held immediately prior to such consolidation, merger, conveyance, sale, transfer
or lease by others than a Constituent Person or an Affiliate thereof and in
respect of which such rights of election shall not have been exercised
("Non-electing Share"), then for the purpose of this Section 12.11 the kind and
amount of securities, cash and other property receivable upon such
consolidation, merger, conveyance, sale, transfer or lease by the holders of
each Non-electing Share shall be deemed to be the kind and amount so receivable
per share by a plurality of the Non-electing Shares). Such supplemental
indenture shall provide for adjustments that, 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 12.11 shall similarly apply to successive
consolidations, mergers,

                                      -84-



conveyances, sales, transfers or leases. Notice of the execution of such a
supplemental indenture shall be given by the Company to the Holder of each
Security as provided in Section 1.6 promptly upon such execution.

     Neither the Trustee nor any Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any
such supplemental indenture relating either to the kind or amount of shares of
stock or other securities or property or cash receivable by Holders of
Securities upon the conversion of their Securities after any such consolidation,
merger, conveyance, transfer, sale or lease or to any such adjustment, but may
accept as conclusive evidence of the correctness of any such provisions, and
shall be protected in relying upon, an Opinion of Counsel with respect thereto,
which the Company shall cause to be furnished to the Trustee upon request.

SECTION 12.12 Rights Issued in Respect of Common Stock.
              ----------------------------------------

     Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("Trigger Event"):

          (i)   are deemed to be transferred with such shares of Common Stock,

          (ii)  are not exercisable, and

          (iii) are also issued in respect of future issuances of Common Stock

shall not be deemed distributed for purposes of Section 12.4(2) until the
occurrence of the earliest Trigger Event. In addition, in the event of any
distribution of rights or warrants, or any Trigger Event with respect thereto,
that shall have resulted in an adjustment to the Conversion Rate under Section
12.4(2), (1) in the case of any such rights or warrants that shall all have been
redeemed or repurchased without exercise by any holders thereof, the Conversion
Rate shall be readjusted upon such final redemption or repurchase to give effect
to such distribution or Trigger Event, as the case may be, as though it were a
cash distribution, equal to the per share redemption or repurchase price
received by a holder of Common Stock with respect to such rights or warrants
(assuming such holder had retained such rights or warrants), made to all holders
of Common Stock as of the date of such redemption or repurchase, and (2) in the
case of any such rights or warrants all of which shall have expired without
exercise by any holder thereof, the Conversion Price shall be readjusted as if
such issuance had not occurred.

SECTION 12.13 Responsibility of Trustee for Conversion Provisions.
              ---------------------------------------------------

     The Trustee, subject to the provisions of Section 6.1, and any Conversion
Agent shall not at any time be under any duty or responsibility to any Holder of
Securities to determine whether any facts exist which may require any adjustment
of the Conversion Rate, or with respect to the nature or extent of any such
adjustment when made, or with respect to the method employed, herein or in any
supplemental indenture provided to be employed, in making the same, or whether a
supplemental

                                      -85-



indenture need be entered into. Neither the Trustee, subject to the provisions
of Section 6.1, nor any Conversion Agent shall be accountable with respect to
the validity or value (or the kind or amount) of any Common Stock, or of any
other securities or property or cash, which may at any time be issued or
delivered upon the conversion of any Security; and it or they do not make any
representation with respect thereto. Neither the Trustee, subject to the
provisions of Section 6.1, nor any Conversion Agent shall be responsible for any
failure of the Company to make or calculate any cash payment or to issue,
transfer or deliver any shares of Common Stock or share certificates or other
securities or property or cash upon the surrender of any Security for the
purpose of conversion; and the Trustee, subject to the provisions of Section
6.1, and any Conversion Agent shall not be responsible for any failure of the
Company to comply with any of the covenants of the Company contained in this
Article.

                                  ARTICLE XIII
                       SUBORDINATION OF SECURITIES SECTION

SECTION 13.1 Securities Subordinate to Senior Debt.
             -------------------------------------

     The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article (subject to the provisions of
Article IV), the indebtedness represented by the Securities and the payment of
the principal of, or premium, if any, or interest (including Liquidated Damages,
if any) on, each and all of the Securities (including, but not limited to, the
Redemption Price with respect to the Securities to be called for redemption in
accordance with Article XI or the Repurchase Price with respect to Securities
submitted for repurchase in accordance with Article XIV), are hereby expressly
made subordinate and subject in right of payment to the prior payment in full of
all Senior Debt.

SECTION 13.2 No Payment in Certain Circumstances, Payment over of Proceeds upon
             ------------------------------------------------------------------
             Dissolution, Etc.
             ----------------

     No payment shall be made with respect to the principal of, or premium, if
any, or interest (including Liquidated Damages, if any) on the Securities
(including, but not limited to, the Redemption Price with respect to the
Securities to be called for redemption in accordance with Article XI or the
Repurchase Price with respect to Securities submitted for repurchase in
accordance with Article XIV), except payments and distributions made by the
Trustee as permitted by Section 13.9, if:

          (i) a default in the payment of principal, premium, if any, or
interest (including a default under any repurchase or redemption obligation) or
other amounts with respect to any Designated Senior Debt occurs and is
continuing (or, in the case of Designated Senior Debt for which there is a
period of grace, in the event of such a default that continues beyond the period
of grace, if any, specified in the instrument or lease evidencing such
Designated Senior Debt) unless and until such default shall have been cured or
waived or shall have ceased to exist; or

                                      -86-



          (ii) any other event of default occurs and is continuing with respect
to Designated Senior Debt that then permits holders of such Designated Senior
Debt to accelerate its maturity and the Trustee has received a notice of the
default (a "Payment Blockage Notice") from a Representative or holder of
Designated Senior Debt or the Company.

     If the Trustee receives any Payment Blockage Notice pursuant to clause (ii)
above, no subsequent Payment Blockage Notice shall be effective for purposes of
this Section unless and until (A) at least 365 days shall have elapsed since the
initial effectiveness of the immediately prior Payment Blockage Notice, and (B)
all scheduled payments of principal, premium, if any, and interest on the
Securities that have come due have been paid in full in cash. No nonpayment
default that existed or was continuing on the date of delivery of any Payment
Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent
Payment Blockage Notice.

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

     (1) in the case of a default referred to in clause (i) above, the date upon
which the default is cured or waived or ceases to exist, or

     (2) in the case of a default referred to in clause (ii) above, the date
upon which the default is cured or waived or ceases to exist or 179 days pass
after notice is received if the maturity of such Designated Senior Debt has not
been accelerated, unless this Article XIII otherwise prohibits the payment or
distribution at the time of such payment or distribution.

     In the event of (a) 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 (b) any liquidation, dissolution or other winding up of the
Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshaling of assets and liabilities of the Company, then and in any
such event the holders of Senior Debt shall be entitled to receive payment in
full of all amounts due or to become due on or in respect of all Senior Debt in
cash before the Holders of the Securities are entitled to receive any payment on
account of principal of (or premium, if any) or interest (including any
Liquidated Damages) on the Securities or on account of the purchase, redemption
or other acquisition of Securities, and to that end the holders of Senior Debt
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 Securities in
any such case, proceeding, dissolution, liquidation or other winding up or
event.

     In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, securities or other property, before all Senior Debt is paid in
full, 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,

                                      -87-



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 Debt remaining unpaid, to the extent necessary to pay all Senior Debt in
full, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

     For purposes of this Article only, the words "cash, securities or other
property" 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
shares of stock or securities are subordinated in right of payment to all then
outstanding Senior Debt to substantially the same extent as, or to a greater
extent than, the Securities are so subordinated as provided in this Article. 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 VII shall not be
deemed a dissolution, winding up, liquidation, reorganization, assignment for
the benefit of creditors or marshaling of assets and liabilities of the Company
for the purposes of this Section 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 VII.

     In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, 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, in the case of the Trustee, or the Trustee,
in the case of such Holder.

SECTION 13.3 Prior Payment to Senior Debt upon Acceleration of Securities.
             ------------------------------------------------------------

     In the event of the acceleration of the Securities because of an Event of
Default, no payment or distribution shall be made to the Trustee or any holder
of Securities in respect of the principal of, premium, if any, or interest
(including Liquidated Damages, if any) on the Securities (including, but not
limited to, the Redemption Price with respect to the Securities called for
redemption in accordance with Article XI or the Repurchase Price with respect to
the Securities submitted for repurchase in accordance with Article XIV), except
payments and distributions made by the Trustee as permitted by Section 13.9,
until all Senior Debt has been paid in full in cash or other payment
satisfactory to the holders of Senior Debt or such acceleration is rescinded in
accordance with the terms of this Indenture. If payment of the Securities is
accelerated because of an Event of Default, the Company shall promptly notify
holders of Senior Debt of the acceleration.

SECTION 13.4 Payment Permitted If No Default.
             -------------------------------

     Nothing contained in this Article or elsewhere in this Indenture or in any
of the Securities shall prevent (a) 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 marshaling of assets and
liabilities of the Company referred to in Section 13.2, or during the

                                      -88-



circumstances referred to in the first paragraph of Section 13.2, or under the
conditions described in Section 13.3, from making payments at any time of
principal of (and premium, if any) or interest on the Securities, or (b) 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 Securities 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.

SECTION 13.5 Subrogation to Rights of Holders of Senior Debt.
             -----------------------------------------------

     Subject to the payment in full of all Senior Debt, the Holders of the
Securities shall be subrogated to the extent of the payments or distributions
made to the holders of such Senior Debt pursuant to the provisions of this
Article to the rights of the holders of such Senior Debt to receive payments and
distributions of cash, property and securities applicable to the Senior Debt
until the principal of (and premium, if any) and interest on the Securities
shall be paid in full. For purposes of such subrogation, no payments or
distributions to the holders of the Senior Debt of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of Senior Debt by
Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Debt and the Holders of the Securities,
be deemed to be a payment or distribution by the Company to or on account of the
Senior Debt.

SECTION 13.6 Provisions Solely to Define Relative Rights.
             -------------------------------------------

     The provisions of this Article are and are intended solely for the purpose
of defining the relative rights of the Holders of the Securities on the one hand
and the holders of Senior Debt on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or
shall (i) impair, as among the Company, its creditors other than holders of
Senior Debt and the Holders of the Securities, the obligation of the Company,
which is absolute and unconditional, to pay to the Holders of the Securities the
principal of (and premium, if any) and interest (including Liquidated Damages,
if any) on the Securities as and when the same shall become due and payable in
accordance with their terms; or (ii) affect the relative rights against the
Company of the Holders of the Securities and creditors of the Company other than
the holders of Senior Debt; or (iii) prevent the Trustee or the Holder of any
Security from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
of the holders of Senior Debt to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.

                                      -89-



SECTION 13.7 Trustee to Effectuate Subordination.
             -----------------------------------

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

SECTION 13.8 No Waiver of Subordination Provisions.
             -------------------------------------

     No right of any present or future holder of any Senior Debt 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
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 Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Securities, without
incurring responsibility to the Holders of the Securities and without impairing
or releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Securities to the holders of Senior Debt, do any
one or more of the following: (i) change the manner, place or terms of payment
or extend the time of payment of, or renew or alter, Senior Debt, or otherwise
amend or supplement in any manner Senior Debt or any instrument evidencing the
same or any agreement under which Senior Debt is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (iii) release any Person liable in any manner
for the collection of Senior Debt; and (iv) exercise or refrain from exercising
any rights against the Company and any other Person.

SECTION 13.9 Notice to Trustee.
             -----------------

     The Company shall give prompt written notice to the Trustee of any fact
known to the Company that would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof from the Company or a Representative or a holder of Senior Debt
(including, without limitation, a holder of Designated Senior Debt) and, prior
to the receipt of any such written notice, the Trustee, subject to the
provisions of Section 6.1, 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 13.9 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 (including Liquidated Damages, if any) on any
Security), 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 one
Business Day prior to such date.

                                      -90-



     Notwithstanding anything in this Article XIII to the contrary, nothing
shall prevent any payment by the Trustee to the Holders of monies deposited with
it pursuant to Section 4.1, and any such payment shall not be subject to the
provisions of Section 13.2 or 13.3.

     Subject to the provisions of Section 6.1, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
to be a Representative or a holder of Senior Debt (including, without
limitation, a holder of Designated Senior Debt) to establish that such notice
has been given by a Representative or a holder of Senior Debt (including,
without limitation, a holder of Designated Senior Debt). 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 Debt to participate in any
payment or distribution pursuant to this Article, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Debt 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, 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 13.10 Reliance on Judicial Order or Certificate of Liquidating Agent.
              --------------------------------------------------------------

     Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 6.1, and the
Holders of the Securities 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 Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Debt 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.

SECTION 13.11 Trustee Not Fiduciary for Holders of Senior Debt.
              ------------------------------------------------

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

SECTION 13.12 Reliance by Holders of Senior Debt on Subordination Provisions.
              --------------------------------------------------------------

     Each Holder by accepting a Security acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Debt, whether such Senior Debt
was created or acquired before or after the issuance of the Securities, to
acquire and continue to hold, or to continue to hold, such Senior Debt and such
holder of Senior Debt shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Debt, and no

                                      -91-



amendment or modification of the provisions contained herein shall diminish the
rights of such holders of Senior Debt unless such holders shall have agreed in
writing thereto.

SECTION 13.13 Rights of Trustee as Holder of Senior Debt; Preservation of
              -----------------------------------------------------------
              Trustee's Rights.
              ----------------

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

     Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.7.

SECTION 13.14 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 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 in addition to or in place of the Trustee; provided, however, that
Section 13.13 shall not apply to the Company or any Affiliate of the Company if
it or such Affiliate acts as Paying Agent.

SECTION 13.15 Certain Conversions and Repurchases Deemed Payment.
              --------------------------------------------------

     For the purposes of this Article only, (i) the issuance and delivery of
junior securities upon conversion of Securities in accordance with Article XII
or upon the repurchase of Securities in accordance with Article XIV shall not be
deemed to constitute a payment or distribution on account of the principal of or
premium or interest (including Liquidated Damages, if any) on Securities or on
account of the purchase or other acquisition of Securities, and (ii) the
payment, issuance or delivery of cash (except in satisfaction of fractional
shares pursuant to Section 12.3 or 14.3(7)), property or securities (other than
junior securities) upon conversion of a Security shall be deemed to constitute
payment on account of the principal of such Security. For the purposes of this
Section, the term "junior securities" means (a) shares of any stock of any class
of the Company and securities into which the Securities are convertible pursuant
to Article XII and (b) securities of the Company which are subordinated in right
of payment to all Senior Debt that may be outstanding at the time of issuance or
delivery of such securities to substantially the same extent as, or to a greater
extent than, the Securities are so subordinated as provided in this Article.
Nothing contained in this Article or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as among the Company, its creditors
other than holders of Senior Debt and the Holders of the Securities, the right,
which is absolute and unconditional, of the Holder of any Security to convert
such Security in accordance with Article XII or to exchange such Security for
Common Stock in accordance with Article XIV if the Company elects to satisfy the
obligations under Article XIV by the delivery of Common Stock.

                                      -92-



                                  ARTICLE XIV
                 REPURCHASE OF SECURITIES AT THE OPTION OF THE
                         HOLDER UPON A CHANGE IN CONTROL

SECTION 14.1 Right to Require Repurchase.
             ---------------------------

     In the event that a Change in Control (as hereinafter defined) shall occur,
then each Holder shall have the right, at the Holder's option, but subject to
the provisions of Section 14.2, to require the Company to repurchase, and upon
the exercise of such right the Company shall repurchase, all of such Holder's
Securities not theretofore called for redemption, or any portion of the
principal amount thereof that is equal to U.S.$1,000 or any integral multiple of
U.S.$1,000 in excess thereof (provided that no single Security may be
repurchased in part unless the portion of the principal amount of such Security
to be Outstanding after such repurchase is equal to U.S.$1,000 or integral
multiples of U.S.$1,000 in excess thereof), on the date (the "Repurchase Date")
that is 45 days after the date of the Company Notice (as defined in Section
14.3) at a purchase price equal to 100% of the principal amount of the
Securities to be repurchased plus interest accrued but unpaid to, but excluding,
the Repurchase Date (the "Repurchase Price"); provided, however, that
installments of interest on Securities whose Stated Maturity is on or prior to
the Repurchase Date shall be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such on the relevant Record Date
according to their terms and the provisions of Section 3.7. Such right to
require the repurchase of the Securities shall not continue after a discharge of
the Company from its obligations with respect to the Securities in accordance
with Article IV, unless a Change in Control shall have occurred prior to such
discharge. At the option of the Company, the Repurchase Price may be paid in
cash or, subject to the fulfillment by the Company of the conditions set forth
Section 14.2, by delivery of shares of Common Stock having a fair market value
equal to the Repurchase Price. Whenever in this Indenture (including Sections
2.2, 3.1, 5.1(1) and 5.8) there is a reference, in any context, to the principal
of any Security as of any time, such reference shall be deemed to include
reference to the Repurchase Price payable in respect of such Security to the
extent that such Repurchase Price is, was or would be so payable at such time,
and express mention of the Repurchase Price in any provision of this Indenture
shall not be construed as excluding the Repurchase Price in those provisions of
this Indenture when such express mention is not made; provided, however, that
for the purposes of Article XIII such reference shall be deemed to include
reference to the Repurchase Price only to the extent the Repurchase Price is
payable in cash.

SECTION 14.2 Conditions to the Company's Election to Pay the Repurchase Price in
             -------------------------------------------------------------------
             Common Stock.
             ------------

     The Company may elect to pay the Repurchase Price by delivery of shares of
Common Stock pursuant to Section 14.1 if and only if the following conditions
shall have been satisfied:

     (1) The shares of Common Stock deliverable in payment of the Repurchase
Price shall have a fair market value as of the Repurchase Date of not less than
the Repurchase Price. For purposes of Section 14.1 and this Section 14.2, the
fair market value of shares of Common Stock shall be determined by the Company
and shall be equal to 95% of the average of the Closing Prices

                                      -93-



Per Share of the Common Stock for the five consecutive Trading Days immediately
preceding and including the third Trading Day prior to the Repurchase Date;

     (2) The Repurchase Price shall be paid only in cash in the event any shares
of Common Stock to be issued upon repurchase of Securities hereunder (i) require
registration under any federal securities law before such shares may be freely
transferable without being subject to any transfer restrictions under the
Securities Act upon repurchase and if such registration is not completed or does
not become effective prior to the Repurchase Date, and/or (ii) require
registration with or approval of any governmental authority under any state law
or any other federal law before such shares may be validly issued or delivered
upon repurchase and if such registration is not completed or does not become
effective or such approval is not obtained prior to the Repurchase Date;

     (3) Payment of the Repurchase Price may not be made in Common Stock unless
such stock is, or shall have been, approved for quotation on the Nasdaq National
Market or listed on a national securities exchange, in either case, prior to the
Repurchase Date; and

     (4) All shares of Common Stock that may be issued upon repurchase of
Securities will be issued out of the Company's authorized but unissued Common
Stock and, will upon issue, be duly and validly issued and fully paid and
non-assessable and free of any preemptive or similar rights.

     If all of the conditions set forth in this Section 14.2 are not satisfied
in accordance with the terms thereof, the Repurchase Price shall be paid by the
Company only in cash.

SECTION 14.3 Notices; Method of Exercising Repurchase Right, Etc.
             ---------------------------------------------------

     (1) Unless the Company shall have theretofore called for redemption all of
the Outstanding Securities, on or before the 30th day after the occurrence of a
Change in Control, the Company or, at the request and expense of the Company on
or before the 15th day after such occurrence, the Trustee, shall give to all
Holders of Securities, in the manner provided in Section 1.6, notice (the
"Company Notice") of the occurrence of the Change in Control and of the
repurchase right set forth herein arising as a result thereof and the Company
shall issue a Press Release including the information required to be included in
such Company Notice hereunder. The Company shall also deliver a copy of such
Company Notice to the Trustee.

     Each Company Notice shall state:

          (i)   the Repurchase Date,

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

          (iii) the Repurchase Price, and whether the Repurchase Price shall be
paid by the Company in cash or by delivery of shares of Common Stock,

          (iv)  a description of the procedure that a Holder must follow to
exercise a repurchase right, and the place or places where such Securities are
to be surrendered for payment of

                                      -94-



the Repurchase Price and accrued interest (including Liquidated Damages, if
any), if any to the Repurchase Date,

          (v)   that on the Repurchase Date the Repurchase Price, and accrued
interest (including Liquidated Damages, if any), if any to the Repurchase Date,
will become due and payable upon each such Security designated by the Holder to
be repurchased, and that interest thereon shall cease to accrue on and after
said date,

          (vi)  the Conversion Rate then in effect, the date on which the right
to convert the principal amount of the Securities to be repurchased will
terminate and the place or places where such Securities may be surrendered for
conversion, and

          (vii) the place or places that the Security certificate with the
Election of Holder to Require Repurchase as specified in Section 2.2 shall be
delivered, and if the Security is a Restricted Securities Certificate the place
or places that the Surrender Certificate required by Section 14.3(9) shall be
delivered.

     No failure of the Company to give the foregoing notices or defect therein
shall limit any Holder' s right to exercise a repurchase right or affect the
validity of the proceedings for the repurchase of Securities.

     If any of the foregoing provisions or other provisions of this Article XIV
are inconsistent with applicable law, such law shall govern.

     (2) To exercise a repurchase right, a Holder shall deliver to the Trustee
on or before the 30th day after the date of the Company Notice (i) irrevocable
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 Securities to be
repurchased (and, if any Security is to repurchased in part, the serial number
thereof, the portion of the principal amount thereof to be repurchased and the
name of the Person in which the portion thereof to remain Outstanding after such
repurchase is to be registered) and a statement that an election to exercise the
repurchase right is being made thereby, and, in the event that the Repurchase
Price shall be paid in shares of Common Stock, the name or names (with
addresses) in which the certificate or certificates for shares of Common Stock
shall be issued, and (ii) the Securities with respect to which the repurchase
right is being exercised. Such written notice shall be irrevocable, except that
the right of the Holder to convert the Securities with respect to which the
repurchase right is being exercised shall continue until the close of business
on the Business Day immediately preceding the Repurchase Date.

     (3) In the event a repurchase right shall be exercised in accordance with
the terms hereof, the Company shall pay or cause to be paid to the Trustee the
Repurchase Price in cash or shares of Common Stock, as provided above, for
payment to the Holder on the Repurchase Date, together with accrued and unpaid
interest to the Repurchase Date payable with respect to the Securities as to
which the repurchase right has been exercised; provided, however, that
installments of interest that mature on or prior to the Repurchase Date shall be
payable in cash to the Holders of such Securities, or one

                                      -95-



or more Predecessor Securities, registered as such at the close of business on
the relevant Regular Record Date.

     (4) If any Security (or portion thereof) surrendered for repurchase shall
not be so paid on the Repurchase Date, the principal amount of such Security (or
portion thereof, as the case may be) shall, until paid, bear interest to the
extent permitted by applicable law from the Repurchase Date at the rate of 3.5%
per annum, and each Security shall remain convertible into Common Stock until
the principal of such Security (or portion thereof, as the case may be) shall
have been paid or duly provided for.

     (5) Any Security that is to be repurchased only in part shall be
surrendered to the Trustee (with, if the Company or the Trustee so requires, due
endorsement by, or a 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 make available for delivery to the Holder of such
Security without service charge, a new Security or Securities, containing
identical terms and conditions, each in an authorized denomination in aggregate
principal amount equal to and in exchange for the unrepurchased portion of the
principal of the Security so surrendered.

     (6) Any issuance of shares of Common Stock in respect of the Repurchase
Price shall be deemed to have been effected immediately prior to the close of
business on the Repurchase Date and the Person or Persons in whose name or names
any certificate or certificates for shares of Common Stock shall be issuable
upon such repurchase shall be deemed to have become on the Repurchase Date the
holder or holders of record of the shares represented thereby; provided,
however, that any surrender for repurchase on a date when the stock transfer
books of the Company shall be closed shall constitute the Person or Persons in
whose name or names the certificate or certificates for such shares are to be
issued as the record holder or holders thereof for all purposes at the opening
of business on the next succeeding day on which such stock transfer books are
open. No payment or adjustment shall be made for dividends or distributions on
any Common Stock issued upon repurchase of any Security declared prior to the
Repurchase Date.

     (7) No fractions of shares shall be issued upon repurchase of Securities.
If more than one Security shall be repurchased from the same Holder and the
Repurchase Price shall be payable in shares of Common Stock, the number of full
shares that shall be issuable upon such repurchase shall be computed on the
basis of the aggregate principal amount of the Securities so repurchased.
Instead of any fractional share of Common Stock that would otherwise be issuable
on the repurchase of any Security or Securities, the Company will deliver to the
applicable Holder its check for the current market value of such fractional
share. The current market value of a fraction of a share is determined by
multiplying the current market price of a full share by the fraction, and
rounding the result to the nearest cent. For purposes of this Section, the
current market price of a share of Common Stock is the Closing Price Per Share
of the Common Stock on the Trading Day immediately preceding the Repurchase
Date.

     (8) Any issuance and delivery of certificates for shares of Common Stock on
repurchase of Securities shall be made without charge to the Holder of
Securities being repurchased for such

                                      -96-



certificates or for any tax or duty in respect of the issuance or delivery of
such certificates or the securities represented thereby; provided, however, that
the Company shall not be required to pay any tax or duty that may be payable in
respect of (i) income of the Holder or (ii) any transfer involved in the
issuance or delivery of certificates for shares of Common Stock in a name other
than that of the Holder of the Securities being repurchased, and no such
issuance or delivery shall be made unless and until the Person requesting such
issuance or delivery has paid to the Company the amount of any such tax or duty
or has established, to the satisfaction of the Company, that such tax or duty
has been paid.

     (9)  If shares of Common Stock to be delivered upon repurchase of a
Security are to be registered in a name other than that of the beneficial owner
of such Security, then such Holder must deliver to the Trustee a Surrender
Certificate, dated the date of surrender of such Restricted Security and signed
by such beneficial owner, as to compliance with the restrictions on transfer
applicable to such Restricted Security. Neither the Trustee nor any Registrar or
Transfer Agent or other agents shall be required to register in a name other
than that of the beneficial owner shares of Common Stock issued upon repurchase
of any such Restricted Security not so accompanied by a properly completed
Surrender Certificate.

     (10) All Securities delivered for repurchase shall be delivered to the
Trustee to be canceled at the direction of the Trustee, which shall dispose of
the same as provided in Section 3.9.

SECTION 14.4 Certain Definitions.
             -------------------

     For purposes of this Article XIV,

     (1) the term "beneficial owner" shall be determined in accordance with Rule
13d-3, as in effect on the date of the original execution of this Indenture,
promulgated by the Commission pursuant to the Exchange Act;

     (2) a "Change in Control" shall be deemed to have occurred at the time,
after the original issuance of the Securities, of:

          (i) the acquisition by any Person (including any syndicate or group
deemed to be a "person" under Section 13(d)(3) of the Exchange Act) of
beneficial ownership, directly or indirectly, through a purchase, merger or
other acquisition transaction or series of transactions, of shares of capital
stock of the Company entitling such person to exercise 50% or more of the total
voting power of all shares of capital stock of the Company entitled to vote
generally in the elections of directors, other than any such acquisition by the
Company, any subsidiary of the Company or any employee benefit plan of the
Company; or

          (ii) any consolidation of the Company with, or merger of the Company
into, any other Person, any merger of another Person into the Company, or any
conveyance, sale, transfer or lease of all or substantially all of the assets of
the Company to another Person (other than (a) any such transaction (x) that does
not result in any reclassification, conversion, exchange or cancellation of
outstanding shares of capital stock of the Company and (y) pursuant to which the
holders of 50%

                                      -97-



or more of the total voting power of all shares of the Company's capital stock
entitled to vote generally in the election of directors immediately prior to
such transaction have the entitlement to exercise, directly or indirectly, 50%
or more of the total voting power of all shares of capital stock entitled to
vote generally in the election of directors of the continuing or surviving
corporation immediately after such transaction or (b) any transaction which is
effected solely to change the jurisdiction of incorporation of the Company and
results in a reclassification, conversion or exchange of outstanding shares of
Common Stock into solely shares of common stock); provided, however, that a
Change in Control shall not be deemed to have occurred if (I) the Closing Price
Per Share of the Common Stock for any five Trading Days within the period of 10
consecutive Trading Days ending immediately after the later of the Change in
Control or the public announcement of the Change in Control (in the case of a
Change in Control under clause (i) above) or the period of 10 consecutive
Trading Days ending immediately before the Change in Control (in the case of a
Change in Control under clause (ii) above) shall, in the case of each of such
five Trading Days, equal or exceed 105% of the Conversion Price of the
Securities in effect on each of such five Trading Days or (II) all of the
consideration (excluding cash payments for fractional shares and cash payments
made pursuant to dissenters' appraisal rights) in a merger or consolidation
otherwise constituting a Change in Control under clause (i) and/or clause (ii)
above consists of shares of common stock, depository receipts or other
certificates representing common equity interests traded on a national
securities exchange or quoted on the Nasdaq National Market (or will be so
traded or quoted immediately following such merger or consolidation) and as a
result of such merger or consolidation the notes become convertible into such
common stock, depository receipts or other certificates representing common
equity interests.

     (3) the term "Conversion Price" shall equal U.S.$1,000 divided by the
Conversion Rate (rounded to the nearest cent); and

     (4) for purposes of Section 14.4(2)(i), the term "person" shall include any
syndicate or group which would be deemed to be a "person" under Section 13(d)(3)
of the Exchange Act, as in effect on the date of the original execution of this
Indenture.

SECTION 14.5 Consolidation, Merger, etc.
             --------------------------

     In the case of any merger, consolidation, conveyance, sale, transfer or
lease of all or substantially all of the assets of the Company to which Section
12.11 applies, in which the Common Stock of the Company is changed or exchanged
as a result into the right to receive shares of stock and other securities or
property or assets (including cash) which includes shares of Common Stock of the
Company or common stock of another Person that are, or upon issuance will be,
traded on a United States national securities exchange or approved for trading
on an established automated over-the-counter trading market in the United States
and such shares constitute at the time such change or exchange becomes effective
in excess of 50% of the aggregate fair market value of such shares of stock and
other securities, property and assets (including cash) (as determined by the
Company, which determination shall be conclusive and binding), then the Person
formed by such consolidation or resulting from such merger or combination or
which acquires the properties or assets (including cash) of the Company, as the
case may be, shall execute and deliver to the Trustee a supplemental

                                      -98-



indenture (which shall comply with the Trust Indenture Act as in force at the
date of execution of such supplemental indenture) modifying the provisions of
this Indenture relating to the right of Holders to cause the Company to
repurchase the Securities following a Change in Control, including without
limitation the applicable provisions of this Article XIV and the definitions of
the Common Stock and Change in Control, as appropriate, and such other related
definitions set forth herein as determined in good faith by the Company (which
determination shall be conclusive and binding), to make such provisions apply in
the event of a subsequent Change in Control to the common stock and the issuer
thereof if different from the Company and Common Stock of the Company (in lieu
of the Company and the Common Stock of the Company).

                                   ARTICLE XV
         HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY; NON-RECOURSE

SECTION 15.1 Company to Furnish Trustee Names and Addresses of Holders.
             ---------------------------------------------------------

     The Company will furnish or cause to be furnished to the Trustee:

     (1) semi-annually, not more than 15 days after the Regular Record Date, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Securities as of such Regular Record Date, and

     (2) at such other times as the Trustee may reasonably request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished;

     provided, however, that no such list need be furnished so long as the
Trustee is acting as Security Registrar.

SECTION 15.2 Preservation of Information.
             ---------------------------

     (1) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 15.1 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list, if any, furnished to it as provided
in Section 15.1 upon receipt of a new list so furnished.

     (2) After this Indenture has been qualified under the Trust Indenture Act,
the rights of Holders to communicate with other Holders with respect to their
rights under this Indenture or under the Securities, and the corresponding
rights, and duties of the Trustee, shall be as provided by the Trust Indenture
Act.

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

                                      -99-



SECTION 15.3 Reports by Trustee.
             ------------------

     After this Indenture has been qualified under the Trust Indenture Act, the
Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto.

     (1) After this Indenture has been qualified under the Trust Indenture Act,
a copy of each such report shall, at the time of such transmission to Holders,
be filed by the Trustee with each stock exchange upon which the Securities are
listed, with the Commission and with the Company. The Company will notify the
Trustee when the Securities are listed on any stock exchange.

SECTION 15.4 Reports by Company.
             ------------------

     After this Indenture has been qualified under the Trust Indenture Act, the
Company shall file with the Trustee and the Commission, and transmit to Holders,
such information, documents and other reports, and such summaries thereof, as
may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be filed with
the Trustee within 15 days after the same is so required to be filed with the
Commission.

                                   ARTICLE XVI
        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 16.1 Indenture and Securities Solely Corporate Obligations.
             -----------------------------------------------------

     No recourse for the payment of the principal of or premium, if any, or
interest on any Security and no recourse under or upon any obligation, covenant
or agreement of the Company in this Indenture or in any supplemental indenture
or in any Security, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, employee, agent,
officer, or director or subsidiary, as such, past, present or future, of the
Company or of any successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that all such liability is hereby
waived and released as a condition of, and as a consideration for, the execution
of this Indenture and the issue of the Securities.

     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                                      -100-



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

                                                     EXTREME NETWORKS, INC.


                                                    By: /s/ Gordon L. Stitt
                                                        ------------------------
                                                    Name:  Gordon L. Stitt
                                                    Title: President & CEO


                                                    STATE STREET BANK AND TRUST
                                                    COMPANY OF CALIFORNIA, N.A.,
                                                    as Trustee


                                                    By: /s/ Paula Oswald
                                                        ------------------------
                                                    Name:  Paula Oswald
                                                    Title: Vice President

                         (Signature Page to Indenture)



             ANNEX A -- Form of Unrestricted Securities Certificate

                       UNRESTRICTED SECURITIES CERTIFICATE

    (For removal of Restricted Securities Legend pursuant to Section 3.5(3))

STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.
Corporate Trust Department
633 West 5/th/ Street, 12/th/ Floor
Los Angeles, CA 90071

     RE: 3.5% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 1, 2006 OF EXTREME
NETWORKS, INC. (THE "SECURITIES")

          Reference is made to the Indenture, dated as of December 5, 2001 (the
"Indenture"), from EXTREME NETWORKS, INC. (the "Company") to STATE STREET BANK
AND TRUST COMPANY OF CALIFORNIA, N.A., as Trustee. Terms used herein and defined
in the Indenture or in Rule 144 under the U.S. Securities Act of 1933 (the
"Securities Act") are used herein as so defined.

          This certificate relates to U.S.$_______________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

          CUSIP No.30226DAA4

          CERTIFICATE No(s). _________________

          The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

          The Owner has requested that the Specified Securities be exchanged for
Securities bearing no Restricted Securities Legend pursuant to Section 3.5(3) of
the Indenture. In connection with such exchange, the Owner hereby certifies that
the exchange is occurring after a period of at least two years has elapsed since
the date the Specified Securities were acquired from the Company or from an
"affiliate" (as such term is defined in Rule 144) of the Company, whichever is
later, and the Owner is not, and during the preceding three months has not been,
an affiliate of the Company. The Owner also acknowledges that any future
transfers of the Specified Securities must comply with all applicable securities
laws of the states of the United States and other jurisdictions.



          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchaser.

Dated: ______________

(Print the name of the Undersigned, as such term is defined in the second
paragraph of this certificate.)


By:    ____________________________________
Name:  ____________________________________
Title: ____________________________________

(If the Undersigned is a corporation, partnership or fiduciary, the title of the
person signing on behalf of the Undersigned must be stated.)

                                       -2-



                    ANNEX B -- Form of Surrender Certificate

                    In connection with the certification contemplated by Section
12.2 or 14.3(9) relating to compliance with certain restrictions relating to
transfers of Restricted Securities, such certification shall be provided
substantially in the form of the following certificate, with only such changes
thereto as shall be approved by the Company and Goldman, Sachs & Co.:

                                   CERTIFICATE

                             EXTREME NETWORKS, INC.

            3.5% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 1, 2006

                    This is to certify that as of the date hereof with respect
to U.S.$______ principal amount of the above-captioned securities surrendered on
the date hereof (the "Surrendered Securities") for registration of transfer, or
for conversion or repurchase where the securities issuable upon such conversion
or repurchase are to be registered in a name other than that of the undersigned
Holder (each such transaction being a "transfer"), the undersigned Holder (as
defined in the Indenture) certifies that the transfer of Surrendered Securities
associated with such transfer complies with the restrictive legend set forth on
the face of the Surrendered Securities for the reason checked below:

_________         The transfer of the Surrendered Securities complies with Rule
                  144A under the Securities Act; or

_________         The transfer of the Surrendered Securities complies with Rule
                  144 under the United States Securities Act of 1933, as amended
                  (the "Securities Act"); or

_________         The transfer of the Surrendered Securities has been made to an
                  institution that is an "accredited investor" within the
                  meaning of Rule 501(a)(1), (2), (3) or (7) under the
                  Securities Act in a transaction exempt from the registration
                  requirements of the Securities Act and a signed letter
                  containing certain representations and agreements relating to
                  restrictions on transfer of the Securities (and if such
                  transfer is for an aggregate principal amount less than
                  $250,000 an opinion of counsel acceptable to the Company if
                  requested by the Company, that such transfer is exempt from
                  registration; or

_________         The transfer of the Surrendered Securities has been made
                  pursuant to an exemption from registration under the
                  Securities Act and an opinion of counsel has been delivered to
                  the Company with respect to such transfer.

[Name of Holder]

Dated: _____________________________
*To be dated the date of surrender

                                                                     EXHIBIT 4.4

                             Extreme Networks, Inc.

                  3.50% Convertible Subordinated Notes due 2006

                          Registration Rights Agreement
                          -----------------------------

                                                                December 5, 2001

Goldman, Sachs & Co.,
     As representatives of the several Purchasers
     named in Schedule I to the Purchase Agreement
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

     Extreme Networks, Inc., a Delaware corporation (the "Company"), proposes to
issue and sell to the Purchasers (as defined herein) upon the terms set forth in
the Purchase Agreement (as defined herein) its 3.50 % Convertible Subordinated
Notes due 2006 (the "Securities"). As an inducement to the Purchasers to enter
into the Purchase Agreement and in satisfaction of a condition to the
obligations of the Purchasers thereunder, the Company agrees with the Purchasers
for the benefit of Holders (as defined herein) from time to time of the
Registrable Securities (as defined herein) as follows:

     1. Definitions.

          (a) Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Purchase Agreement. As used in this Agreement,
the following defined terms shall have the following meanings:

     "Act" or "Securities Act" means the United States Securities Act of 1933,
as amended.

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

     "Closing Date" means the First Time of Delivery as defined in the Purchase
Agreement.






     "Commission" means the United States Securities and Exchange Commission, or
any other federal agency at the time administering the Exchange Act or the
Securities Act, whichever is the relevant statute for the particular purpose.

     "Common Stock" means the Company's common stock, par value $0.001 per
share, together with the preferred share purchase rights to which certain
holders of the Company's Common Stock are entitled pursuant to a Rights
Agreement dated as of April 27, 2001 between the Company and Mellon Investor
Services LLC.

     "DTC" means The Depository Trust Company.

     "Effective Date" means the date the Shelf Registration Statement is
declared effective.

     "Effective Failure" has the meaning assigned thereto in Section 6(b)
hereof.

     "Effectiveness Period" has the meaning assigned thereto in Section 2(b)(i)
hereof.

     "Effective Time" means the time at which the Commission declares the Shelf
Registration Statement effective or at which the Shelf Registration Statement
otherwise becomes effective.

     "Electing Holder" has the meaning assigned thereto in Section 3(a)(iii)
hereof.

     "Exchange Act" means the United States Securities Exchange Act of 1934, as
amended.

     "Holder" means any person that is the record owner of Registrable
Securities (and includes any person that has a beneficial interest in any
Registrable Security in book-entry form).

     "Indenture" means the Indenture, dated as of December 5, 2001, between the
Company and State Street Bank and Trust Company of California, N.A., as amended
and supplemented from time to time in accordance with its terms.

     "Liquidated Damages" has the meaning assigned thereto in Section 6(a)
hereof.

     "NASD Rules" means the Rules of the National Association of Securities
Dealers, Inc., as amended from time to time.

     "Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Appendix A
hereto.

     The term "person" means an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.

     "Prospectus" means the prospectus (including, without limitation, any
preliminary prospectus, any final prospectus and any prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A


                                       2



under the Act) included in the Shelf Registration Statement, as amended or
supplemented by any prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Securities covered by the Shelf
Registration Statement and by all other amendments and supplements to such
prospectus, including all material incorporated by reference in such prospectus
and all documents filed after the date of such prospectus by the Company under
the Exchange Act and incorporated by reference therein.

     "Purchase Agreement" means the purchase agreement, dated as of November 29,
2001, between the Purchasers and the Company relating to the Securities.

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

     "Registrable Securities" means all or any portion of the Securities issued
from time to time under the Indenture in registered form and the shares of
Common Stock issuable upon conversion, repurchase or redemption of such
Securities; provided, however, that a security ceases to be a Registrable
Security when it is no longer a Restricted Security.

     "Registration Default" has the meaning assigned thereto in Section 6(a)
hereof.

     "Restricted Security" means any Security or share of Common Stock issuable
upon conversion thereof except any such Security or share of Common Stock that
(i) has been effectively registered under the Securities Act and sold in a
manner contemplated by the Shelf Registration Statement, (ii) has been
transferred in compliance with Rule 144 under the Securities Act (or any
successor provision thereto) or is transferable pursuant to paragraph (k) of
such Rule 144 (or any successor provision thereto), or (iii) has otherwise been
transferred and a new Security or share of Common Stock not subject to transfer
restrictions under the Securities Act has been delivered by or on behalf of the
Company in accordance with Section 3.5 of the Indenture.

     "Rules and Regulations" means the published rules and regulations of the
Commission promulgated under the Securities Act or the Exchange Act, as in
effect at any relevant time.

     "Shelf Registration" means a registration effected pursuant to Section 2
hereof.

     "Shelf Registration Statement" means a "shelf" registration statement filed
under the Securities Act providing for the registration of, and the sale on a
continuous or delayed basis by the Holders of, all of the Registrable Securities
pursuant to Rule 415 under the Securities Act and/or any similar rule that may
be adopted by the Commission, filed by the Company pursuant to the provisions of
Section 2 of this Agreement, including the Prospectus contained therein, any
amendments and supplements to such registration statement, including
post-effective amendments, and all exhibits and all material incorporated by
reference in such registration statement.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, or any
successor thereto, and the rules, regulations and forms promulgated thereunder,
as the same shall be amended from time to time.


                                       3



     The term "underwriter" means any underwriter of Registrable Securities in
connection with an offering thereof under a Shelf Registration Statement.

          (b) Wherever there is a reference in this Agreement to a percentage of
the "principal amount" of Registrable Securities or to a percentage of
Registrable Securities, Common Stock shall be treated as representing the
principal amount of Securities that were surrendered for conversion or exchange
in order to receive such number of shares of Common Stock.

     2. Shelf Registration.

          (a) The Company shall, no later than 90 calendar days following the
Closing Date, file with the Commission a Shelf Registration Statement relating
to the offer and sale of the Registrable Securities by the Holders from time to
time in accordance with the methods of distribution elected by such Holders and
set forth in such Shelf Registration Statement and, thereafter, shall use its
reasonable efforts to cause such Shelf Registration Statement to be declared
effective under the Act no later than 180 calendar days following the Closing
Date; provided, however, that the Company may, upon written notice to all
Holders, postpone having the Shelf Registration Statement declared effective for
a reasonable period not to exceed 90 days if the Company possesses material
non-public information, the disclosure of which would have a material adverse
effect on the Company and its subsidiaries taken as a whole; provided, further,
however, that no Holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement or to use the Prospectus
forming a part thereof for resales of Registrable Securities unless such Holder
is an Electing Holder.

          (b) The Company shall use its reasonable efforts:

               (i)  to keep the Shelf Registration Statement continuously
effective in order to permit the Prospectus forming a part thereof to be usable
by Holders until the earliest of (1) the sale of all Registrable Securities
registered under the Shelf Registration Statement; (2) the expiration of the
period referred to in Rule 144(k) of the Act with respect to all Registrable
Securities held by Persons that are not Affiliates of the Company; and (3) two
years from the Closing Date (such period being referred to herein as the
"Effectiveness Period");

               (ii) after the Effective Time of the Shelf Registration
Statement, promptly upon the written request of any Holder of Registrable
Securities that is not then an Electing Holder, to take any action reasonably
necessary to enable such Holder to use the Prospectus forming a part thereof for
resales of Registrable Securities, including, without limitation, any action
reasonably necessary to identify such Holder as a selling securityholder in the
Shelf Registration Statement; provided, however, that nothing in this
subparagraph shall relieve such Holder of the obligation to return a completed
and signed Notice and Questionnaire to the Company in accordance with Section
3(a)(ii) hereof; and

     (iii) if at any time the Securities, pursuant to Article XII of the
Indenture, are convertible into securities other than Common Stock, to cause, or
to cause any successor under the Indenture to

                                       4




cause, such securities to be included in the Shelf Registration Statement no
later than the date on which the Securities may then be convertible into such
securities.

     The Company shall be deemed not to have used its reasonable efforts to keep
the Shelf Registration Statement effective during the requisite period if the
Company voluntarily takes any action that would result in Holders of Registrable
Securities covered thereby not being able to offer and sell any of such
Registrable Securities during that period, unless such action is (A) required by
applicable law and the Company thereafter promptly complies with the
requirements of paragraph 3(j) below or (B) permitted pursuant to Section 2(c)
below.

          (c) The Company may suspend the use of the Prospectus for a period not
to exceed 30 days in any 90-day period or an aggregate of 90 days in any
12-month period if the Board of Directors of the Company or the Chief Executive
Officer or the Chief Financial Officer of the Company shall have determined in
good faith that because of valid business reasons (not including avoidance of
the Company's obligations hereunder), including the acquisition or divestiture
of assets, pending corporate developments and similar events, it is in the best
interests of the Company to suspend such use, and prior to suspending such use
the Company provides the Holders with written notice of such suspension, which
notice need not specify the nature of the event giving rise to such suspension.

     3. Registration Procedures. In connection with the Shelf Registration
Statement, the following provisions shall apply:

          (a) Not less than 30 calendar days prior to the Effective Time of the
Shelf Registration Statement, the Company shall mail the Notice and
Questionnaire to the Holders of Registrable Securities. No Holder shall be
entitled to be named as a selling securityholder in the Shelf Registration
Statement as of the Effective Time, and no Holder shall be entitled to use the
Prospectus forming a part thereof for offers and resales of Registrable
Securities at any time, unless such Holder has returned a completed and signed
Notice and Questionnaire to the Company by the deadline for response set forth
therein; provided, however, Holders of Registrable Securities shall have at
least 28 calendar days from the date on which the Notice and Questionnaire is
first mailed to such Holders to return a completed and signed Notice and
Questionnaire to the Company.

               (i)  After the Effective Time of the Shelf Registration
Statement, the Company shall, upon the request of any Holder of Registrable
Securities that is not then an Electing Holder, as promptly as reasonably
practicable send a Notice and Questionnaire to such Holder. The Company shall
not be required to take any action to name such Holder as a selling
securityholder in the Shelf Registration Statement or to enable such Holder to
use the Prospectus forming a part thereof for offers or resales of Registrable
Securities until such Holder has returned a completed and signed Notice and
Questionnaire to the Company.

               (ii) The term "Electing Holder" shall mean any Holder of
Registrable Securities that has returned a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(a)(i) or 3(a)(ii)
hereof.

                                       5




          (b) The Company shall use all reasonable efforts to take into account
and, if appropriate, reflect in an amendment to the Shelf Registration Statement
such comments on the Shelf Registration Statement as initially filed as the
Electing Holders and as their counsel reasonably may propose.

          (c) The Company shall as promptly as reasonably practicable take such
action as may be necessary so that (i) each of the Shelf Registration Statement
and any amendment thereto and the Prospectus forming a part thereof and any
amendment or supplement thereto (and each report or other document incorporated
therein by reference in each case) complies in all material respects with the
Securities Act and the Exchange Act and the respective rules and regulations
thereunder, (ii) each of the Shelf Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) each of the
Prospectus forming a part of the Shelf Registration Statement, and any amendment
or supplement to such Prospectus, does not at any time during the Effectiveness
Period include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.

          (d) The Company shall as promptly as reasonably practicable advise
each Electing Holder, and shall confirm such advice in writing if so requested
by any such Electing Holder:

               (i)   when a Shelf Registration Statement and any amendment
thereto has been filed with the Commission and when a Shelf Registration
Statement or any post-effective amendment thereto has become effective, in each
case making a public announcement thereof by release made to Reuters Economic
Services and Bloomberg Business News;

               (ii)  of any request by the Commission for amendments or
supplements to the Shelf Registration Statement or the Prospectus included
therein or for additional information;

               (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Shelf Registration Statement or the
initiation of any proceedings for such purpose;

               (iv)  of the receipt by the Company of any notification with
respect to the suspension of the qualification of the securities included in the
Shelf Registration Statement for sale in any jurisdiction or the initiation of
any proceeding for such purpose; and

               (v)   of the happening of any event or the existence of any state
of facts that requires the making of any changes in the Shelf Registration
Statement or the Prospectus included therein so that, as of such date, such
Shelf Registration Statement and Prospectus do not contain an untrue statement
of a material fact and do not omit to state a material fact required to be
stated therein or necessary to make the statements therein (in the case of the
Prospectus, in light of the circumstances under which they were made) not
misleading (which advice shall be accompanied by an instruction to such Holders
to suspend the use of the Prospectus until the requisite changes have been
made).

                                       6




          (e) The Company shall use its reasonable efforts to prevent the
issuance, and if issued to obtain the withdrawal at the earliest possible time,
of any order suspending the effectiveness of the Shelf Registration Statement.

          (f) The Company shall furnish to each Electing Holder, without charge,
at least one copy of the Shelf Registration Statement and all post-effective
amendments thereto, including financial statements and schedules, and, if such
Electing Holder so requests in writing, all reports, other documents and
exhibits that are filed with or incorporated by reference in the Shelf
Registration Statement.

          (g) The Company shall, during the Effectiveness Period, deliver to
each Electing Holder, without charge, as many copies of the Prospectus
(including each preliminary Prospectus) included in the Shelf Registration
Statement and any amendment or supplement thereto as such Electing Holder may
reasonably request; and the Company consents (except during the periods
specified in Section 2(c) above or during the continuance of any event described
in Section 3(d)(v) above) to the use of the Prospectus and any amendment or
supplement thereto by each of the Electing Holders in connection with the
offering and sale of the Registrable Securities covered by the Prospectus and
any amendment or supplement thereto during the Effectiveness Period.

          (h) Prior to any offering of Registrable Securities pursuant to the
Shelf Registration Statement, the Company shall (i) register or qualify or
cooperate with the Electing Holders and their respective counsel in connection
with the registration or qualification of such Registrable Securities for offer
and sale under the securities or "blue sky" laws of such jurisdictions within
the United States as any Electing Holder may reasonably request, (ii) keep such
registrations or qualifications in effect and comply with such laws so as to
permit the continuance of offers and sales in such jurisdictions for so long as
may be necessary to enable any Electing Holder or underwriter, if any, to
complete its distribution of Registrable Securities pursuant to the Shelf
Registration Statement, and (iii) take any and all other actions necessary or
advisable to enable the disposition in such jurisdictions of such Registrable
Securities; provided, however, that in no event shall the Company be obligated
to (A) qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to so qualify but for this
Section 3(h) or (B) file any general consent to service of process in any
jurisdiction where it is not as of the date hereof so subject.

          (i) Unless any Registrable Securities shall be in book-entry only
form, the Company shall cooperate with the Electing Holders to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities to be sold pursuant to the Shelf Registration Statement, which
certificates, if so required by any securities exchange upon which any
Registrable Securities are listed, shall be penned, lithographed or engraved, or
produced by any combination of such methods, on steel engraved borders, and
which certificates shall be free of any restrictive legends and in such
permitted denominations and registered in such names as Electing Holders may
request in connection with the sale of Registrable Securities pursuant to the
Shelf Registration Statement.


                                       7



          (j) Upon the occurrence of any fact or event contemplated by paragraph
3(d)(v) above, the Company shall as promptly as reasonably practicable prepare a
post-effective amendment to any Shelf Registration Statement or an amendment or
supplement to the related Prospectus or file any other required document so
that, as thereafter delivered to purchasers of the Registrable Securities
included therein, the Prospectus will not include an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the Company shall not be required
to file such amendment, supplement or document if the Board of Directors of the
Company (or the Chief Executive Officer or the Chief Financial Officer of the
Company) has made a determination pursuant to Section 2(c), for so long as the
suspension pursuant to Section 2(c) is continuing. If the Company notifies the
Electing Holders of the occurrence of any fact or event contemplated by
paragraph 3(d)(v) above, the Electing Holder shall suspend the use of the
Prospectus until the requisite changes to the Prospectus have been made.

          (k) Not later than the Effective Time of the Shelf Registration
Statement, the Company shall provide a CUSIP number for the Registrable
Securities that are debt securities.

          (l) The Company shall use its reasonable efforts to comply with all
applicable Rules and Regulations, and to make generally available to its
securityholders as soon as reasonably practicable, but in any event not later
than eighteen months after (i) the effective date (as defined in Rule 158(c)
under the Securities Act) of the Shelf Registration Statement, (ii) the
effective date of each post-effective amendment to the Shelf Registration
Statement, and (iii) the date of each filing by the Company with the Commission
of an Annual Report on Form 10-K that is incorporated by reference in the Shelf
Registration Statement, an earning statement of the Company and its subsidiaries
complying with Section 11(a) of the Securities Act and the rules and regulations
of the Commission thereunder (including, at the option of the Company, Rule
158).

          (m) Not later than the Effective Time of the Shelf Registration
Statement, the Company shall cause the Indenture to be qualified under the Trust
Indenture Act as soon as reasonably practicable; in connection with such
qualification, the Company shall cooperate with the Trustee under the Indenture
and the Holders (as defined in the Indenture) to effect such changes to the
Indenture as may be required for such Indenture to be so qualified in accordance
with the terms of the Trust Indenture Act; and the Company shall execute, and
shall use all reasonable efforts to cause the Trustee to execute, all documents
that may be required to effect such changes and all other forms and documents
required to be filed with the Commission to enable such Indenture to be so
qualified in a timely manner. In the event that any such amendment or
modification referred to in this Section 3(m) involves the appointment of a new
trustee under the Indenture, the Company shall appoint a new trustee thereunder
pursuant to the applicable provisions of the Indenture.

          (n) The Company will use its reasonable efforts to cause the Common
Stock issuable upon conversion of the Securities to be listed for quotation on
the Nasdaq National Market System or other stock exchange or trading system on
which the Common Stock primarily trades on or prior to the Effective Time of the
Shelf Registration Statement hereunder, and in any event will list the


                                       8



Common Stock issuable upon conversion of the Securities on the Nasdaq National
Market within 5 business days of the date of original issuance of the
Securities.

          (o) The Company shall use its reasonable efforts to take all other
steps necessary to effect the registration, offering and sale of the Registrable
Securities covered by the Shelf Registration Statement contemplated hereby.

     4. Registration Expenses. Except as otherwise provided in Section 3, the
Company shall bear all fees and expenses incurred in connection with the
performance of its obligations under Sections 2 and 3 hereof and shall bear or
reimburse the Electing Holders for the reasonable fees and disbursements of a
single counsel selected by a plurality of all Electing Holders who own an
aggregate of not less than 25% of the Registrable Securities covered by the
Shelf Registration Statement to act as counsel therefore in connection
therewith. Each Electing Holder shall pay all underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
such Electing Holder's Registrable Securities pursuant to the Shelf Registration
Statement.

     5. Indemnification and Contribution.

          (a) Indemnification by the Company. Upon the registration of the
Registrable Securities pursuant to Section 2 hereof, the Company shall indemnify
and hold harmless each Electing Holder and each underwriter, selling agent or
other securities professional, if any, which facilitates the disposition of
Registrable Securities, and each of their respective officers and directors and
each person who controls such Electing Holder, underwriter, selling agent or
other securities professional within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act (each such person being sometimes referred
to as an "Indemnified Person") against any losses, claims, damages or
liabilities, joint or several, to which such Indemnified Person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Shelf Registration Statement under which such Registrable
Securities are to be registered under the Securities Act, or any Prospectus
contained therein or furnished by the Company to any Indemnified Person, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and the
Company hereby agrees to reimburse such Indemnified Person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that the Company shall not be liable to any such Indemnified Person in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such Shelf Registration Statement or
Prospectus, or amendment or supplement, in reliance upon and in conformity with
written information furnished to the Company by such Indemnified Person
expressly for use therein.

          (b) Indemnification by the Electing Holders and any Agents and
Underwriters. Each Electing Holder agrees, as a consequence of the inclusion of
any of such Electing Holder's Registrable Securities in such Shelf Registration
Statement, and each underwriter, selling agent or


                                       9



other securities professional, if any, which facilitates the disposition of
Registrable Securities shall agree, as a consequence of facilitating such
disposition of Registrable Securities, severally and not jointly, to (i)
indemnify and hold harmless the Company, its directors, officers who sign any
Shelf Registration Statement and each person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act, against any losses, claims, damages or liabilities to which
the Company or such other persons may become subject, under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in such Shelf Registration
Statement or Prospectus, or any amendment or supplement, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Company by such Electing Holder, underwriter, selling agent or other securities
professional expressly for use therein, and (ii) reimburse the Company for any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are
incurred.

          (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party under this Section 5, notify such
indemnifying party in writing of the commencement thereof; but the omission so
to notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party otherwise than under the indemnification
provisions of or contemplated by subsection (a) or (b) above. In case any such
action shall be brought against any indemnified party and it shall notify an
indemnifying party of the commencement thereof, such indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, such indemnifying party shall
not be liable to such indemnified party under this Section 5 for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act, by
or on behalf of any indemnified party.

          (d) Contribution. If the indemnification provided for in this Section
5 is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect


                                       10



of any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and the
indemnified party in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions in respect thereof),
as well as any other relevant equitable considerations. The relative fault of
such indemnifying party and indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by such indemnifying party or by such indemnified party,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The parties hereto
agree that it would not be just and equitable if contribution pursuant to this
Section 5(d) were determined by pro rata allocation (even if the Electing
Holders or any underwriters, selling agents or other securities professionals or
all of them were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to in this Section 5(d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above shall be deemed to include any legal or other
fees or expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The obligations of the Electing
Holders and any underwriters, selling agents or other securities professionals
in this Section 5(d) to contribute shall be several in proportion to the
percentage of principal amount of Registrable Securities registered or
underwritten, as the case may be, by them and not joint.

          (e) Notwithstanding any other provision of this Section 5, in no event
will any Electing Holder be required to undertake liability to any person under
this Section 5 for any amounts in excess of the dollar amount of the proceeds to
be received by such Holder from the sale of such Holder's Registrable Securities
(after deducting any fees, discounts and commissions applicable thereto)
pursuant to any Shelf Registration Statement under which such Registrable
Securities are to be registered under the Securities Act.

          (f) The obligations of the Company under this Section 5 shall be in
addition to any liability which the Company may otherwise have to any
Indemnified Person and the obligations of any Indemnified Person under this
Section 5 shall be in addition to any liability which such Indemnified Person
may otherwise have to the Company. The remedies provided in this Section 5 are
not exclusive and shall not limit any rights or remedies which may otherwise be
available to an indemnified party at law or in equity.

     6. Liquidated Damages.

          (a) Pursuant to Section 2(a) hereof, the Company may, upon written
notice to all the Holders, postpone having the Shelf Registration Statement
declared effective for a reasonable period


                                       11



not to exceed 90 days if the Company possesses material non-public information,
the disclosure of which would, in the reasonable judgment of the Company, have a
material adverse effect on the Company and its subsidiaries taken as a whole.
Notwithstanding any such postponement, if (i) on or prior to the 90th day
following the Closing Date, a Shelf Registration Statement has not been filed
with the Commission or (ii) on or prior to the 180th day following the Closing
Date, such Shelf Registration Statement is not declared effective by the
Commission (each, a "Registration Default"), the Company shall be required to
pay liquidated damages ("Liquidated Damages"), from and including the day
following such Registration Default until such Shelf Registration Statement is
either so filed or so filed and subsequently declared effective, as applicable,
at a rate per annum equal to an additional one-quarter of one percent (0.25%) of
the principal amount of Registrable Securities, to and including the 90th day
following such Registration Default and one-half of one percent (0.5%) thereof
from and after the 91st day following such Registration Default.

          (b) In the event that the Shelf Registration Statement ceases to be
effective (or the Holders of Registrable Securities are otherwise prevented or
restricted by the Company from effecting sales pursuant thereto) (an "Effective
Failure") for more than 30 days, whether or not consecutive, in any 90-day
period, or for more than 90 days, whether or not consecutive, during any
12-month period, then the Company shall pay Liquidated Damages at a rate per
annum equal to an additional one-half of one percent (0.5%) of the principal
amount of Registrable Securities from the 31st day of the applicable 90-day
period or the 91st day of the applicable 12-month period, as the case may be,
that such Shelf Registration Statement ceases to be effective (or the Holders of
Registrable Securities are otherwise prevented or restricted by the Company from
effecting sales pursuant thereto) until the earlier of (i) the time the Shelf
Registration Statement again becomes effective or the Electing Holders of
Registrable Securities are again able to make sales under the Shelf Registration
Statement or (ii) the time the Effectiveness Period expires. For the purpose of
determining an Effective Failure, days on which the Company has been obligated
to pay Liquidated Damages in accordance with the foregoing in respect of a prior
Effective Failure within the applicable 90-day or 12-month period, as the case
may be, shall not be included.

          (c) In the event the Company fails to file a post-effective amendment
to the Shelf Registration Statement, or the post-effective amendment is not
declared effective, within the periods required by Sections 2(b)(ii) and 3(j),
the Company shall pay Liquidated Damages at a rate per annum equal to an
additional one-half of one percent (0.5%) of the principal amount of the
Registrable Securities from and including the date of such Registration Default
until such time as such Registration Default is cured.

          (d) Any amounts to be paid as Liquidated Damages pursuant to
paragraphs (a), (b) or (c) of this Section 6 shall be paid semi-annually in
arrears, with the first semi-annual payment due on the first Interest Payment
Date (as defined in the Indenture), as applicable, following the date of such
Registration Default. Such Liquidated Damages will accrue (1) in respect of the
Securities at the rates set forth in paragraphs (a), (b) or (c) of this Section
6, as applicable, on the principal amount of the Securities and (2) in respect
of the Common Stock issued upon conversion of the Securities, at the rates set
forth in paragraphs (a), (b) or (c) of this Section 6, as applicable, applied to
the Conversion Price (as defined in the Indenture) at that time.


                                       12



          (e) Except as provided in Section 7(b) hereof, the Liquidated Damages
as set forth in this Section 6 shall be the exclusive monetary remedy available
to the Holders of Registrable Securities for such Registration Default or
Effective Failure. In no event shall the Company be required to pay Liquidated
Damages in excess of the applicable maximum amount of one-half of one percent
(0.5%) set forth above, regardless of whether one or multiple Registration
Defaults exist.

     7. Miscellaneous.

          (a) Other Registration Rights. The Company may grant registration
rights that would permit any person that is a third party the right to
piggy-back on any Shelf Registration Statement.

          (b) Specific Performance. The parties hereto acknowledge that there
would be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Purchasers and the Holders from time to time
may be irreparably harmed by any such failure, and accordingly agree that the
Purchasers and such Holders, in addition to any other remedy to which they may
be entitled at law or in equity and without limiting the remedies available to
the Electing Holders under Section 6 hereof, shall be entitled to compel
specific performance of the obligations of the Company under this Registration
Rights Agreement in accordance with the terms and conditions of this
Registration Rights Agreement, in any court of the United States or any State
thereof having jurisdiction.

          (c) Amendments and Waivers. This Agreement, including this Section
7(c), may be amended, and waivers or consents to departures from the provisions
hereof may be given, only by a written instrument duly executed by the Company
and the holders of a majority in aggregate principal amount of Registrable
Securities then outstanding. Each Holder of Registrable Securities outstanding
at the time of any such amendment, waiver or consent or thereafter shall be
bound by any amendment, waiver or consent effected pursuant to this Section
7(c), whether or not any notice, writing or marking indicating such amendment,
waiver or consent appears on the Registrable Securities or is delivered to such
Holder.

          (d) Notices. All notices and other communications provided for or
permitted hereunder shall be given as provided in the Indenture.

          (e) Parties in Interest. The parties to this Agreement intend that all
Holders of Registrable Securities shall be entitled to receive the benefits of
this Agreement and that any Electing Holder shall be bound by the terms and
provisions of this Agreement by reason of such election with respect to the
Registrable Securities which are included in a Shelf Registration Statement. All
the terms and provisions of this Agreement shall be binding upon, shall inure to
the benefit of and shall be enforceable by the respective successors and assigns
of the parties hereto and any Holder from time to time of the Registrable
Securities to the aforesaid extent. In the event that any transferee of any
Holder of Registrable Securities shall acquire Registrable Securities, in any
manner, whether by gift, bequest, purchase, operation of law or otherwise, such
transferee shall, without any further writing or action of any kind, be entitled
to receive the benefits of and, if an Electing Holder, be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement to the aforesaid extent.


                                       13



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

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

          (h) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

          (i) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.

          (j) Survival. The respective indemnities, agreements, representations,
warranties and other provisions set forth in this Agreement or made pursuant
hereto shall remain in full force and effect, regardless of any investigation
(or any statement as to the results thereof) made by or on behalf of any
Electing Holder, any director, officer or partner of such Holder, any agent or
underwriter, any director, officer or partner of such agent or underwriter, or
any controlling person of any of the foregoing, and shall survive the transfer
and registration of the Registrable Securities of such Holder.


                                       14



     Please confirm that the foregoing correctly sets forth the agreement
between the Company and you.

                                                    Very truly yours,

                                                    EXTREME NETWORKS, INC.


                                                    By:  /s/ Gordon L. Stitt
                                                         -----------------------
                                                         Name: Gordon L. Stitt
                                                         Title: President & CEO

Accepted as of the date hereof:
GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED
ROBERTSON STEPHENS, INC.


By: /s/ Goldman, Sachs & Co.
    ------------------------
    (Goldman, Sachs & Co.)

               (Signature Page to to Registraion Rights Agreement)



                                                                      Appendix A

                             Extreme Networks, Inc.

                         INSTRUCTION TO DTC PARTICIPANTS
                         -------------------------------

                                  ______, 200_

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                       DEADLINE FOR RESPONSE: ___________
                       ---------------------

     The Depository Trust Company ("DTC") has identified you as a DTC
Participant through which beneficial interests in the Extreme Networks, Inc.
(the "Company") 3.50% Convertible Subordinated Notes due 2006 (the "Securities")
are held.

     The Company is in the process of registering the Securities under the
Securities Act of 1933 for resale by the beneficial owners thereof. In order to
have their Securities included in the registration statement, beneficial owners
must complete and return the enclosed Notice of Registration Statement and
Selling Securityholder Questionnaire.

     It is important that beneficial owners of the Securities receive a copy of
     --------------------------------------------------------------------------
the enclosed materials as soon as possible as their rights to have the
- ------------------------------------------
Securities included in the registration statement depend upon their returning
the Notice and Questionnaire by ______________. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Extreme Networks,
Inc., 3585 Monroe Street, Santa Clara, California 95051, Attn: Legal Department.



                             Extreme Networks, Inc.

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire
                      ------------------------------------

                                   _____, 200_

     Extreme Networks, Inc. (the "Company") has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form S-3 (the "Shelf Registration Statement") for the registration and resale
under Rule 415 of the United States Securities Act of 1933, as amended (the
"Securities Act"), of the Company's 3.50% Convertible Subordinated Notes due
2006 (the "Securities") and the shares of common stock, par value $0.001 per
share (the "Common Stock"), issuable upon conversion thereof, in accordance with
the Registration Rights Agreement, dated as of December 5, 2001 (the
"Registration Rights Agreement"), between the Company and the purchasers named
therein. A copy of the Registration Rights Agreement is attached hereto. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

     In order to have Registrable Securities included in the Shelf Registration
Statement (or a supplement or amendment thereto), this Notice of Registration
Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire")
must be completed, executed and delivered to the Company at the address set
forth herein for receipt ON OR BEFORE [insert date that is 28 days from the
Notice date]. Beneficial owners of Registrable Securities who do not complete,
execute and return this Notice and Questionnaire by such date (i) will not be
named as selling securityholders in the Shelf Registration Statement and (ii)
may not use the Prospectus forming a part thereof for resales of Registrable
Securities.

     Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Shelf Registration
Statement and related Prospectus.

     The term "Registrable Securities" is defined in the Registration Rights
               ----------------------
Agreement to mean all or any portion of the Securities issued from time to time
under the Indenture in registered form and the shares of Common Stock issuable
upon conversion of such Securities; provided, however, that a security ceases to
be a Registrable Security when it is no longer a Restricted Security.

     The term "Restricted Security" is defined in the Registration Rights
               -------------------
Agreement to mean any Security or share of Common Stock issuable upon conversion
thereof except any such Security or share of Common Stock which (i) has been
effectively registered under the Securities Act and sold in a manner
contemplated by the Shelf Registration Statement, (ii) has been transferred in
compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or is






transferable pursuant to paragraph (k) of such Rule 144 (or any successor
provision thereto), or (iii) has otherwise been transferred and a new Security
or share of Common Stock not subject to transfer restrictions under the
Securities Act has been delivered by or on behalf of the Company in accordance
with the Indenture.

                                    ELECTION

     The undersigned holder (the "Selling Securityholder") of Registrable
Securities hereby elects to include in the Shelf Registration Statement the
Registrable Securities beneficially owned by it and listed below in Item (3).
The undersigned, by signing and returning this Notice and Questionnaire, agrees
to be bound with respect to such Registrable Securities by the terms and
conditions of this Notice and Questionnaire and the Registration Rights
Agreement, including, without limitation, Section 5 of the Registration Rights
Agreement, as if the undersigned Selling Securityholder were an original party
thereto.

     Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and the Trustee the Notice of Transfer (completed and signed) set forth in
Exhibit 1 to this Notice and Questionnaire.

     The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:


                                       2



                                  QUESTIONNAIRE

          (1)   (a) Full Legal Name of Selling Securityholder:

                    ____________________________________________________________

                (b) Full Legal Name of Registered Holder (if not the same as in
                    (a) above) of Registrable Securities Listed in Item (3)
                    Below:

                    ____________________________________________________________

                (c) Full Legal Name of DTC Participant (if applicable and if not
                    the same as (b) above) Through Which Registrable Securities
                    Listed in Item (3) Below are Held:

                    ____________________________________________________________

          (2)       Address for Notices to Selling Securityholder:
                                    _________________________
                                    _________________________
                                    _________________________
                    Telephone:      _________________________
                    Fax:            _________________________
                    Contact Person: _________________________

          (3)       Beneficial Ownership of Securities:

                    Except as set forth below in this Item (3), the undersigned
                    Selling Securityholder does not beneficially own any
                    Securities or shares of Common Stock issued upon conversion,
                    repurchase or redemption of any Securities.

                (a) Principal amount of Registrable Securities (as defined in
                    the Registration Rights Agreement) beneficially owned:
                    ________________________________________

                    CUSIP No(s). of such Registrable Securities: _______________

                    Number of shares of Common Stock (if any) issued upon
                    conversion, repurchase or redemption of Registrable
                    Securities: ____________________________________

                (b) Principal amount of Securities other than Registrable
                    Securities beneficially owned: _________________


                    CUSIP No(s). of such other Securities: _____________________



                     Number of shares of Common Stock (if any) issued upon
                     conversion of such other Securities: __________________

                (c) Principal amount of Registrable Securities which the
                    undersigned wishes to be included in the Shelf Registration
                    Statement: ____________________________________

                    CUSIP No(s). of such Registrable Securities to be
                    included in the Shelf Registration Statement: ______________

                    Number of shares of Common Stock (if any) issued upon
                    conversion of Registrable Securities which are to be
                    included in the Shelf Registration Statement: ______________
                    ____________________________________________________________

          (4)       Beneficial Ownership of Other Securities of the Company:

                    Except as set forth below in this Item (4), the undersigned
                    Selling Securityholder is not the beneficial or registered
                    owner of any shares of Common Stock or any other securities
                    of the Company, other than the Securities and shares of
                    Common Stock listed above in Item (3).

                    State any exceptions here: _________________________________
                    ____________________________________________________________
                    ____________________________________________________________

          (5)       Relationships with the Company:

                    Except as set forth below, neither the Selling

                    Securityholder nor any of its affiliates, officers,
                    directors or principal equity holders (5% or more) has held
                    any position or office or has had any other material
                    relationship with the Company (or its predecessors or
                    affiliates) during the past three years.

                    State any exceptions here: _________________________________
                    ____________________________________________________________
                    ____________________________________________________________

          (6)       Plan of Distribution:

                    Except as set forth below, the undersigned Selling
                    Securityholder intends to distribute the Registrable
                    Securities listed above in Item (3) only as follows (if at
                    all): Such Registrable Securities may be sold from time to
                    time directly by the undersigned Selling Securityholder or,
                    alternatively, through underwriters, broker-dealers or
                    agents. Such Registrable Securities may be sold in one or
                    more transactions at fixed


                                       2



                    prices, at prevailing market prices at the time of sale, at
                    varying prices determined at the time of sale, or at
                    negotiated prices. Such sales may be effected in
                    transactions (which may involve crosses or block
                    transactions) (i) on any national securities exchange or
                    quotation service on which the Registrable Securities may be
                    listed or quoted at the time of sale, (ii) in the
                    over-the-counter market, (iii) in transactions otherwise
                    than on such exchanges or services or in the
                    over-the-counter market, or (iv) through the writing of
                    options. In connection with sales of the Registrable
                    Securities or otherwise, the Selling Securityholder may
                    enter into hedging transactions with broker-dealers, which
                    may in turn engage in short sales of the Registrable
                    Securities in the course of hedging the positions they
                    assume. The Selling Securityholder may also sell Registrable
                    Securities short and deliver Registrable Securities to close
                    out such short positions, or loan or pledge Registrable
                    Securities to broker-dealers that in turn may sell such
                    securities.

                    State any exceptions here: _________________________________
                    ____________________________________________________________
                    ____________________________________________________________

     Note: In no event may such method(s) of distribution take the form of an
underwritten offering of the Registrable Securities without the prior agreement
of the Company.

     By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees that it will comply, with the
prospectus delivery and other provisions of the Securities Act and the Exchange
Act and the rules and regulations thereunder, particularly Regulation M.

     In the event that the Selling Securityholder transfers all or any portion
of the Registrable Securities listed in Item (3) above after the date on which
such information is provided to the Company, the Selling Securityholder agrees
to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Registration Rights
Agreement.

     By signing below, the Selling Securityholder consents to the disclosure of
the information contained herein in its answers to Items (1) through (6) above
and the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

     In accordance with the Selling Securityholder's obligation under Section
3(a) of the Registration Rights Agreement to provide such information as may be
required by law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect.


                                       3



All notices hereunder and pursuant to the Registration Rights Agreement shall be
made in writing, by hand-delivery, first-class mail, or air courier guaranteeing
overnight delivery as follows:

               (i) To the Company:

                        Extreme Networks, Inc.
                        3585 Monroe Street
                        Santa Clara, CA 95051
                        Attn: Legal Department

               (ii) With a copy to:

                        Gray Cary Ware & Freidenrich LLP
                        400 Hamilton Avenue
                        Palo Alto, CA  94301
                        Attn:  David A. Hubb

     Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Company, the terms of this Notice and
Questionnaire, and the representations and warranties contained herein, shall be
binding on, shall inure to the benefit of and shall be enforceable by the
respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Registrable
Securities beneficially owned by such Selling Securityholder and listed in Item
(3) above). This Agreement shall be governed in all respects by the laws of the
State of New York.


                                       4



     IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused
this Notice and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.

Dated:
       __________________________

                                ________________________________________________
                                Selling Securityholder
                                (Print/type full legal name of beneficial owner
                                of Registrable Securities)


                                By:
                                   _____________________________________________
                                Name:
                                Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE _______________ TO THE COMPANY AT:


                             Extreme Networks, Inc.
                             3585 Monroe Street
                             Santa Clara, CA 95051
                             Attn: Legal Department



                                                                       Exhibit 1
                                                                   to Appendix A

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Extreme Networks, Inc.
3585 Monroe Street
Santa Clara, CA 95051
Attention: Legal Department

State Street Bank and Trust Company of California, N.A.
633 W. Fifth Street, 12/th/ Floor
Los Angeles, CA 90071
Attention:  Corporate Trust Services

    Re:  Extreme Networks, Inc. (the "Company")
         3.50% Convertible Subordinated Notes due December 1, 2006 (the "Notes")

Dear Sirs:

     Please be advised that _____________________ has transferred $___________
aggregate principal amount of the above-referenced Notes or shares of the
Company's common stock, issued upon conversion, repurchase or redemption of
Notes, pursuant to an effective Registration Statement on Form S-3 (File No.
333-____) filed by the Company.

     We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied with respect to the
transfer described above and that the above-named beneficial owner of the Notes
or common stock is named as a selling securityholder in the Prospectus dated
___________, or in amendments or supplements thereto, and that the aggregate
principal amount of the Notes or number of shares of common stock transferred
are [a portion of] the Notes or shares of common stock listed in such Prospectus
as amended or supplemented opposite such owner's name.

Dated:

                                               Very truly yours,


                                               _________________________________
                                               (Name)


                                           By:
                                               _________________________________
                                               (Authorized Signature)

                                                                     EXHIBIT 5.1

                             [LETTERHEAD OF GrayCary] TECHNOLOGY'S LEGAL EDGE(R)

February 26, 2002


Extreme Networks, Inc.
3585 Monroe Street
Santa Clara, California 95051

Re:      Registration Statement on Form S-3

Ladies and Gentlemen:

         We are acting as counsel for Extreme Networks, Inc., a Delaware
corporation (the "Company"), in connection with registration under the
Securities Act of 1933, as amended, of $200,000,000 aggregate principal amount
of 3.5% Convertible Subordinated Notes due 2006 (the "Notes"), and the shares of
Common Stock, $0.001 par value (the "Common Stock"), of the Company issuable
upon conversion of the Notes (the "Conversion Shares"). The Notes and the
Conversion Shares are to be offered and sold by certain security holders of the
Company (the "Selling Securityholders"). In this regard, we have participated in
the preparation of a Registration Statement on Form S-3 relating to the Notes
and the Conversion Shares (such Registration Statement, as it may be amended
from time to time, is herein referred to as the "Registration Statement").

         We are of the opinion that the Notes have been duly authorized by the
Company and are in the form contemplated by the Indenture dated as of December
5, 2001, between the Company and State Street Bank and Trust Company of
California, N.A., as Trustee. The Indenture has been duly authorized, executed
and delivered by the Company. We are of the further opinion that the Conversion
Shares have been duly authorized and, when issued by the Company upon conversion
of the Notes in accordance with the provisions of the Notes and the Indenture,
will be validly issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and the Prospectus included therein.


Sincerely,


/s/ Gray Cary Ware & Freidenrich LLP

Gray Cary Ware & Freidenrich LLP

                                                                   Exhibit 10.15


                             Extreme Networks, Inc.

            3.50% Convertible Subordinated Notes due December 1, 2006

                                   ----------

                               Purchase Agreement
                               ------------------

                                                               November 29, 2001

Goldman, Sachs & Co.,
   As representative of the several Purchasers
   named in Schedule I hereto,
85 Broad Street,
New York, New York 10004.

Ladies and Gentlemen:

     Extreme Networks, Inc., a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein, to issue and sell to the
Purchasers named in Schedule I hereto (the "Purchasers") an aggregate of
$175,000,000 principal amount of the 3.50% Convertible Subordinated Notes due
December 1, 2006, convertible into shares of common stock, par value of $0.001
per share ("Stock") of the Company, specified above (the "Firm Securities") and,
at the election of the Purchasers, up to an aggregate of $25,000,000 additional
principal amount of such notes (the "Optional Securities") (the Firm Securities
and the Optional Securities which the Purchasers elect to purchase pursuant to
Section 2 hereof are collectively called the "Securities").

     The Purchasers and other holders (including subsequent transferees) of
Securities will be entitled to the benefits of the registration rights
agreement, to be dated as of the First Time of Delivery (as defined in Section
4) (the "Registration Rights Agreement"), by and among the Company and the
Purchasers, in the form attached hereto as Exhibit A. Pursuant to the
Registration Rights Agreement, the Company will agree to file with the United
States Securities and Exchange Commission (the "Commission") under the
circumstances set forth therein a shelf registration statement pursuant to Rule
415 under the United States Securities Act of 1933, as amended (the "Act"),
relating to the resale of (i) Securities initially resold in registered form and
(ii) the shares of Stock initially issuable upon conversion of the Securities by
holders thereof, and to use its reasonable efforts to cause such shelf
registration statement to be declared effective.



     1.   The Company represents and warrants to, and agrees with, each of the
Purchasers that:

          (a) An offering circular, dated November 29, 2001 (the "Offering
     Circular"), has been prepared in connection with the offering of the
     Securities and shares of Stock issuable upon conversion thereof. Any
     reference to the Offering Circular shall be deemed to refer to and include
     the Company's Annual Report on Form 10-K for the fiscal year ended July 2,
     2001, Quarterly Report on Form 10-Q for the quarter ended September 30,
     2001 and Current Reports on Form 8-K filed on October 23, 2001 and November
     2, 2001, and all subsequent documents filed with the Commission pursuant to
     Section 13(a), 13(c) or 15(d) of the United States Securities Exchange Act
     of 1934, as amended (the "Exchange Act") on or prior to the date of the
     Offering Circular and any reference to the Offering Circular, as amended or
     supplemented, as of any specified date, shall be deemed to include (i) any
     documents filed with the Commission pursuant to Section 13(a), 13(c) or
     15(d) of the Exchange Act after the date of the Offering Circular, and
     prior to such specified date and (ii) any Additional Issuer Information (as
     defined in Section 5(f)) furnished by the Company prior to the completion
     of the distribution of the Securities. All such documents referred to in
     the preceding sentence filed under the Exchange Act and so deemed to be
     included in the Offering Circular, or any amendment or supplement thereto,
     are hereinafter called the "Exchange Act Reports". The Exchange Act
     Reports, when they were or are filed with the Commission, conformed or will
     conform in all material respects to the applicable requirements of the
     Exchange Act and the applicable rules and regulations of the Commission
     thereunder. The Offering Circular and any amendments or supplements thereto
     and the Exchange Act Reports did not and will not, as of their respective
     dates, contain any untrue statement of a material fact or omit to state a
     material fact necessary in order to make the statements therein, in the
     light of the circumstances under which they were made, not misleading;
     provided, however, that this representation and warranty shall not apply to
     any statements or omissions made in reliance upon and in conformity with
     information furnished in writing to the Company by a Purchaser through
     Goldman, Sachs & Co. expressly for use therein;

          (b) Neither the Company nor any of its subsidiaries has sustained
     since the date of the latest audited financial statements included in the
     Offering Circular any material loss or interference with its business from
     fire, explosion, flood or other calamity, whether or not covered by
     insurance, or from any labor dispute or court or governmental action, order
     or decree, otherwise than as set forth or contemplated in the Offering
     Circular; and, since the respective dates as of which information is given
     in the Offering Circular, there has not been any change in the capital
     stock (other than employee stock options issued in the ordinary course of
     business consistent with past practice and employee stock options in
     existence on the date hereof that have subsequently been exercised) or
     long-term debt of the Company or any of its subsidiaries or any material
     adverse change, or any development involving a prospective material adverse
     change, in or affecting the business, management,

                                        2



     financial position, stockholders' equity or results of operations of the
     Company and its subsidiaries, otherwise than as set forth or contemplated
     in the Offering Circular;

          (c) The Company and its subsidiaries have good and marketable title in
     fee simple to all real property and good and marketable title to all
     personal property owned by them, in each case free and clear of all liens,
     encumbrances and defects except such as are described in the Offering
     Circular or such as do not materially affect the value of such property and
     do not interfere with the use made and proposed to be made of such property
     by the Company and its subsidiaries; and any real property and buildings
     held under lease by the Company and its subsidiaries are held by them under
     valid, subsisting and enforceable leases with such exceptions as are not
     material and do not interfere with the use made and proposed to be made of
     such property and buildings by the Company and its subsidiaries;

          (d) The Company has been duly incorporated and is validly existing as
     a corporation in good standing under the laws of the State of Delaware,
     with power and authority (corporate and other) to own its properties and
     conduct its business as described in the Offering Circular, and has been
     duly qualified as a foreign corporation for the transaction of business and
     is in good standing under the laws of each other jurisdiction in which it
     owns or leases properties or conducts any business so as to require such
     qualification, except to the extent that the failure to be so qualified or
     be in good standing would not, individually or in the aggregate, have a
     material adverse effect on the business, financial condition, results of
     operations or stockholders' equity or assets of the Company and its
     subsidiaries taken as a whole ("Material Adverse Effect"); and each
     subsidiary of the Company has been duly incorporated and is validly
     existing as a corporation in good standing under the laws of its
     jurisdiction of incorporation, except to the extent the failure to be in
     good standing would not, individually or in the aggregate, have a Material
     Adverse Effect. No subsidiary of the Company is a "significant subsidiary"
     as defined in Rule 1-02 of Regulation S-X under the Act;

          (e) The Company has an authorized capitalization as set forth in the
     Offering Circular, and all of the issued shares of capital stock of the
     Company have been duly authorized and validly issued and are fully paid and
     non-assessable; the shares of Stock initially issuable upon conversion of
     the Securities have been duly and validly authorized and reserved for
     issuance and, when issued and delivered in accordance with the provisions
     of the Securities and the Indenture referred to below, will be validly
     issued, fully paid and non-assessable and will conform to the description
     of the Stock contained in the Offering Circular; and all of the issued
     shares of capital stock owned, directly or indirectly, by the Company of
     each subsidiary of the Company have been duly authorized and validly
     issued, are fully paid and non-assessable and (except for directors'
     qualifying shares and except as otherwise set forth in the Offering
     Circular) are owned directly or indirectly by the Company, free and clear
      of all liens, encumbrances, equities or claims;


                                        3



          (f) The Securities have been duly authorized and, when issued and
     delivered pursuant to this Agreement, will have been duly executed,
     authenticated, issued and delivered and will constitute valid and legally
     binding obligations of the Company entitled to the benefits provided by the
     indenture to be dated as of December 5, 2001 (the "Indenture") between the
     Company and State Street Bank and Trust Company of California, N.A., as
     Trustee (the "Trustee"), under which they are to be issued, which will be
     substantially in the form previously delivered to you; the Indenture has
     been duly authorized and, when executed and delivered by the Company and
     the Trustee, the Indenture will constitute a valid and legally binding
     agreement, enforceable in accordance with its terms, subject, as to
     enforcement, to bankruptcy, insolvency, reorganization and other laws of
     general applicability relating to or affecting creditors' rights and to
     general equity principles; and the Securities and the Indenture will
     conform to the descriptions thereof in the Offering Circular and will be in
     substantially the form previously delivered to you;

          (g) None of the transactions contemplated by this Agreement
     (including, without limitation, the use of the proceeds from the sale of
     the Securities) will violate or result in a violation of Section 7 of the
     Exchange Act, or any regulation promulgated thereunder, including, without
     limitation, Regulations T, U, and X of the Board of Governors of the
     Federal Reserve System;

          (h) Prior to the date hereof, neither the Company nor any of its
     affiliates has taken any action which is designed to or which has
     constituted or which might have been expected to cause or result in
     stabilization or manipulation of the price of any security of the Company
     in connection with the offering of the Securities;

          (i) The Company has all requisite corporate power to enter into this
     Agreement, the Indenture and the Registration Rights Agreement. This
     Agreement has been duly authorized, executed and delivered by the Company
     and upon such execution by the Company (assuming the due authorization,
     execution and delivery of this Agreement by the Purchasers) this Agreement
     will constitute the valid and binding obligation of the Company enforceable
     against the Company in accordance with the terms hereof, subject, as to
     enforcement, to bankruptcy, insolvency, reorganization and other laws of
     general applicability relating to or affecting creditors' rights and to
     general equity principles and except as rights to indemnification and
     contribution under this Agreement may be limited by applicable law;

          (j) The Registration Rights Agreement has been duly authorized and,
     when executed and delivered by the Company and the Purchasers, will
     constitute a valid and legally binding agreement of the Company enforceable
     against the Company in accordance with its terms, subject, as to
     enforcement, to bankruptcy, insolvency, reorganization and other laws of
     general applicability relating to or affecting creditors' rights and to
     general equity principles and except as rights to indemnification and
     contribution may be limited by applicable law; and the Registration Rights
     Agreement

                                        4




     will conform to the description thereof in the Offering Circular and will
     be substantially in the form previously delivered to you;

          (k) The issue and sale of the Securities and the compliance by the
     Company with all of the provisions of the Securities, the Indenture, the
     Registration Rights Agreement and this Agreement and the consummation of
     the transactions herein and therein contemplated will not conflict with or
     result in a breach or violation of any of the terms or provisions of, or
     constitute a default under, any indenture, mortgage, deed of trust, loan
     agreement or other agreement or instrument to which the Company or any of
     its subsidiaries is a party or by which the Company or any of its
     subsidiaries is bound or to which any of the property or assets of the
     Company or any of its subsidiaries is subject, nor will such action result
     in any violation of any statute or any order, rule or regulation of any
     court or governmental agency or body having jurisdiction over the Company
     or any of its subsidiaries or any of their properties except in each case
     for such conflicts, breaches, violations or defaults that would not,
     individually or in the aggregate, have a Material Adverse Effect or impair
     the validity or enforceability of the Securities, the Indenture, the
     Registration Rights Agreement or this Agreement, nor will such action
     result in any violation of the provisions of the Certificate of
     Incorporation or By-laws of the Company. No consent, approval,
     authorization, order, registration or qualification of or with any such
     court or governmental agency or body is required for the issue and sale of
     the Securities or the consummation by the Company of the transactions
     contemplated by this Agreement, the Indenture or the Registration Rights
     Agreement, except such consents, approvals, authorizations, registrations
     or qualifications as may be required (i) under state securities or Blue Sky
     laws in connection with the purchase and distribution of the Securities by
     the Purchasers or (ii) by Federal and state securities laws contemplated by
     the Registration Rights Agreement;

          (l) Neither the Company nor any of its subsidiaries is in violation of
     its Certificate of Incorporation or By-laws or in default in the
     performance or observance of any obligation, covenant or condition
     contained in any indenture, mortgage, deed of trust, loan agreement, lease
     or other agreement or instrument to which it is a party or by which it or
     any of its properties may be bound other than such defaults which would
     not, individually or in the aggregate, be reasonably expected to have a
     Material Adverse Effect;

          (m) The statements set forth in the Offering Circular under the
     caption "Description of Notes" and "Description of Capital Stock", insofar
     as they purport to constitute a summary of the terms of the Securities and
     the Stock, and under the captions "Certain United States Federal Income Tax
     Consequences," insofar as it purports to describe the provisions of the
     laws and documents referred to therein, are accurate and fairly summarize
     the matters referred to therein in all material respects;

          (n) Other than as set forth in the Offering Circular, there are no
     legal or governmental proceedings pending to which the Company or any of
     its subsidiaries is


                                        5





     a party or of which any property of the Company or any of its subsidiaries
     is the subject which, if determined adversely to the Company or any of its
     subsidiaries, would reasonably be expected, individually or in the
     aggregate, to have a Material Adverse Effect; and, to the Company's
     knowledge, no such proceedings are threatened or contemplated by
     governmental authorities or threatened by others, other than as set forth
     in the Offering Circular;

          (o) When the Securities are issued and delivered pursuant to this
     Agreement, the Securities will not be of the same class (within the meaning
     of Rule 144A under the Act) as securities which are listed on a national
     securities exchange registered under Section 6 of the Exchange Act or
     quoted in a U.S. automated inter-dealer quotation system;

          (p) The Company is subject to Section 13 or 15(d) of the Exchange Act;

          (q) The Company is not, and after giving effect to the offering and
     sale of the Securities will not be, an "investment company", as such term
     is defined in the United States Investment Company Act of 1940, as amended
     (the "Investment Company Act");

          (r) Neither the Company, nor any person acting on its or their behalf
     has offered or sold the Securities by means of any general solicitation or
     general advertising within the meaning of Rule 502(c) under the Act, except
     that no representation is given with respect to the Purchasers;

          (s) Within the preceding six months, other than Securities offered or
     sold to the Purchasers hereunder, neither the Company nor any other person
     acting on behalf of the Company has offered or sold to any person any
     Securities, or any debt or similar securities of the same or a similar
     class as the Securities, other than Securities offered or sold to the
     Purchasers hereunder. The Company will take reasonable precautions designed
     to insure that any offer or sale, direct or indirect, in the United States
     or to any U.S. person (as defined in Rule 902 under the Act) of any
     Securities or any substantially similar security issued by the Company,
     within six months subsequent to the date on which the distribution of the
     Securities has been completed (as notified to the Company by Goldman, Sachs
     & Co.), is made under restrictions and other circumstances reasonably
     designed not to affect the status of the offer and sale of the Securities
     in the United States and to U.S. persons contemplated by this Agreement as
     transactions exempt from the registration provisions of the Act;

          (t) Assuming the accuracy of the Purchasers' representations and
     warranties in Section 3 of this Agreement and compliance by the Purchasers
     of the covenants set forth in Section 3 of this Agreement, it is not
     necessary in connection with the offer, sale and delivery of the Securities
     to the Purchasers, or in connection with the offer, sale and initial resale
     of the Securities by the Purchasers in a manner contemplated

                                        6



     by this Agreement, to register the Securities under the Act or to qualify
     an indenture under the Trust Indenture Act of 1939, as amended (the "Trust
     Indenture Act");

          (u) The Securities have been, or prior to the First Time of Delivery
     will be, eligible for trading in the PortalSM Market ("Portal") in
     accordance with the rules and regulations of the National Association of
     Securities Dealers, Inc.;

          (v) Ernst & Young, LLP, who have certified certain financial
     statements of the Company and its subsidiaries, are independent public
     accountants as required by the Act and the rules and regulations of the
     Commission thereunder;

          (w) The Company and its subsidiaries own or possess, or can acquire on
     reasonable terms, adequate rights to use and otherwise exploit all
     trademarks, service marks, trade names, goodwill, copyrights, license
     rights, know-how (including trade secrets and other unpatented and/or
     unpatentable proprietary or confidential information, system or procedure),
     government authorizations, approvals, permits, franchises and other
     intellectual property and proprietary rights, and to the best of the
     Company's knowledge, all patents and patent rights (collectively,
     "Intellectual Property") which are used in or necessary to conduct their
     respective businesses as currently conducted and as proposed to be
     conducted in all material respects as described in the Offering Circular,
     including without limitation the design, development, use, marketing,
     importation, manufacture and sale of their products and services. Except as
     described in the Offering Circular, neither the Company nor any of its
     subsidiaries has received any notice of any misappropriation or
     infringement of or conflict with Intellectual Property or other rights of
     others with respect to any of the foregoing which, singly or in the
     aggregate, if the subject of an unfavorable decision, ruling or finding,
     would, or could reasonably be expected to, have a Material Adverse Effect,
     and to the best of Company's knowledge, the conduct of the business of the
     Company and its subsidiaries as currently conducted and as proposed to be
     conducted would not result in any such misappropriation, infringement or
     conflict. The Company and its subsidiaries have taken all actions
     reasonably required to perfect, protect and maintain their rights with
     respect to all material Intellectual Property, including, without
     limitation, recordation of assignments and licenses for patents and patent
     applications with the United States Patent and Trademark Office and
     appropriate foreign patent offices and protection of confidentiality of
     trade secrets. Except as described in the Offering Circular, no material
     Intellectual Property of the Company or any of its subsidiaries is invalid
     or unenforceable or has terminated or expired, or is reasonably expected to
     terminate or expire, within five (5) years after the date of this
     Agreement. To the best of Company's knowledge, neither the Company nor any
     of its subsidiaries is in breach or default of any agreement covering
     material Intellectual Property;

          (x) Except as disclosed in the Offering Circular and except for the
     holder of that certain Common Stock Warrant, dated May 29, 2001,
     exerciseable for 3,000,000

                                        7



     shares of Stock, there are no persons with registration rights or other
     similar rights to have any securities of the Company (other than the
     Securities and the shares of Stock issuable upon conversion thereof)
     registered under the Act under any registration statement, which rights
     have not been satisfied or waived;

          (y)  None of the holders of outstanding shares of capital stock of the
     Company and no other person has or will have any preemptive or other rights
     to purchase, subscribe for or otherwise acquire (i) the shares of Stock to
     be issued upon conversion of the Securities or any rights to such shares
     (other than those granted by the holders of the Securities) or (ii) as a
     result of or in connection with the transactions contemplated by this
     Agreement, the Indenture or the Registration Rights Agreement, any other
     capital stock of the Company or rights thereto;

          (z)  The Company and its subsidiaries are insured by insurers of
     recognized financial responsibility against such losses and risks and in
     such amounts as are prudent and customary in the businesses in which they
     are engaged; neither the Company nor any of its subsidiaries has been
     refused any insurance coverage sought or applied for; and neither the
     Company nor any of its subsidiaries has any reason to believe that it will
     not be able to renew its existing insurance coverage as and when such
     coverage expires or to obtain similar coverage from similar insurers as may
     be necessary to continue its business at a cost that would not have a
     Material Adverse Effect, except as described in the Offering Circular;

          (aa) The Company and its subsidiaries have complied and are in
     compliance with all federal, state, local and foreign statutes, executive
     orders, proclamations, regulations, rules, directives, decrees, ordinances
     and similar provisions having the force or effect of law and all judicial
     and administrative orders, rulings, determinations and common law
     concerning the importation of merchandise, the export or reexport of
     products, services and technology, and the terms and conduct of
     international transactions applicable to the Company and its subsidiaries
     in connection with the conduct of the Company's or any subsidiary's
     business (including as the same relates to record keeping requirements)
     ("International Trade Laws and Regulations"), except where the failure to
     be in compliance would not, singly or in the aggregate, have a Material
     Adverse Effect; neither the Company nor any of its subsidiaries has made or
     provided any material false statement or material omission to any agency of
     any federal, state or local government, purchasers of products, or foreign
     government or foreign agency, in connection with the exportation of
     merchandise (including with respect to export licenses, exceptions and
     other export authorizations and any filings required for or related to
     exportation of any item), the importation of merchandise or other approvals
     required by a foreign government or agency or any other requirement
     relating to any International Trade Laws and Regulations; neither the
     Company nor any of its subsidiaries has made any payment, offer, gift,
     promise to give, or authorized or otherwise participated in, assisted or
     facilitated any payment or gift

                                        8




     related to the Company's or any subsidiary's business that is prohibited by
     the United States Foreign Corrupt Practices Act;

          (bb) The Company intends to use the net proceeds received by it from
     the sale of the Securities pursuant to this Agreement in the manner
     specified in the Offering Circular under the caption "Use of Proceeds".

          (cc) The Company and its subsidiaries (i) are in compliance with any
     and all applicable foreign, federal, state and local laws and regulations
     relating to the protection of human health and safety, the environment or
     hazardous or toxic substances or wastes, pollutants or contaminants
     ("Environmental Laws"), (ii) have received all permits, licenses or other
     approvals required of them under applicable Environmental Laws to conduct
     their respective businesses and (iii) are in compliance with all terms and
     conditions of any such permit, license or approval, except where such
     noncompliance with Environmental Laws, failure to receive required permits,
     licenses or other approvals or failure to comply with the terms and
     conditions of such permits, licenses or approvals would not, singly or in
     the aggregate, have a Material Adverse Effect;

          (dd) To the knowledge of the Company, neither the Company nor any of
     its subsidiaries is liable or otherwise legally responsible for any costs
     or liabilities associated with any Environmental Laws (including, without
     limitation, any capital or operating expenditures required for clean-up,
     closure of properties or compliance with Environmental Laws or any permit,
     license or approval, any related constraints on operating activities and
     any potential liabilities to third parties) which would, singly or in the
     aggregate, have a Material Adverse Effect;

          (ee) No material labor dispute with the employees of the Company or
     any of its subsidiaries exists, except as described in the Offering
     Circular, or, to the knowledge of the Company, is imminent; and the Company
     is not aware of any existing, threatened or imminent labor disturbance by
     the employees of any of its principal suppliers, manufacturers or
     contractors that would have a Material Adverse Effect;

          (ff) The Company and its subsidiaries possess all certificates,
     authorizations and permits issued by the appropriate federal, state or
     foreign regulatory authorities necessary to conduct their respective
     business other than those the failure of which to possess would not have a
     Material Adverse Effect, and neither the Company nor any of its
     subsidiaries has received any notice of proceedings relating to the
     revocation or modification of any such certificate, authorization or permit
     which, singly or in the aggregate, if the subject of an unfavorable
     decision, ruling or finding, would have a Material Adverse Effect, except
     as described in the Offering Circular;

          (gg) The Company and each of its subsidiaries maintain a system of
     internal accounting controls sufficient to provide reasonable assurance
     that (1) transactions are executed in accordance with management's general
     or specific authorizations; (2)

                                        9



     transactions are recorded as necessary to permit preparation of financial
     statements in conformity with generally accepted accounting principles and
     to maintain asset accountability; (3) access to assets is permitted only in
     accordance with management's general or specific authorization; and (4) the
     recorded accountability for assets is compared with the existing assets at
     reasonable intervals and appropriate action is taken with respect to any
     differences; and

          (hh) The consolidated financial statements included in the Offering
     Circular, together with related schedules and notes, present fairly in all
     material respects the consolidated financial position, results of
     operations and changes in financial position of the Company and its
     subsidiaries on the basis stated therein at the respective dates or for the
     respective periods to which they apply; such statements and related
     schedules and notes have been prepared in accordance with generally
     accepted accounting principles consistently applied throughout the periods
     involved, except as disclosed therein; the supporting schedules, if any,
     included in the Offering Circular present fairly in all material respects
     in accordance with generally accepted accounting principles the information
     required to be stated therein; and the other financial and statistical
     information and data set forth in the Offering Circular are, in all
     material respects, accurately presented and prepared on a basis consistent
     with such financial statements and the books and records of the Company.

     2. Subject to the terms and conditions herein set forth, (a) the Company
agrees to issue and sell to each of the Purchasers, and each of the Purchasers
agrees, severally and not jointly, to purchase from the Company, at a purchase
price of 97% of the principal amount thereof, the principal amount of Firm
Securities set forth opposite the name of such Purchaser in Schedule I hereto
and (b) in the event and to the extent that the Purchasers shall exercise the
election to purchase Optional Securities as provided below, the Company agrees
to issue and sell to each of the Purchasers and each of the Purchasers agrees,
severally and not jointly, to purchase from the Company, at the same purchase
price set forth in clause (a) of this Section 2, that portion of the aggregate
principal amount of the Optional Securities as to which such election shall have
been exercised (to be adjusted by you so as to eliminate fractions of $1,000)
determined by multiplying such aggregate principal amount of Optional Securities
by a fraction, the numerator of which is the maximum aggregate principal amount
of Optional Securities which such Purchaser is entitled to purchase as set forth
opposite the name of such Purchaser in Schedule I hereto and the denominator of
which is the maximum aggregate principal amount of Optional Securities which all
of the Purchasers are entitled to purchase hereunder.

        The Company hereby grants to the Purchasers the right to purchase at
their election up to $25,000,000 aggregate principal amount of Optional
Securities, at the purchase price set forth in clause (a) of the first paragraph
of this Section 2. Any such election to purchase Optional Securities may be
exercised by written notice from you to the Company, given within a period of 30
calendar days after the date of this Agreement, setting forth the aggregate
principal amount of Optional Securities to be purchased and the date on

                                       10



which such Optional Securities are to be delivered, as determined by you but in
no event earlier than the First Time of Delivery (as defined in Section 4
hereof) or, unless you and the Company otherwise agree in writing, earlier than
two or later than ten business days after the date of such notice.

     3. Upon the authorization by you of the release of the Securities, the
several Purchasers propose to offer the Securities for sale upon the terms and
conditions set forth in this Agreement and the Offering Circular and each
Purchaser hereby represents and warrants to, and agrees with the Company that:

     (a) It will offer and sell the Securities only to persons who it reasonably
believes are "qualified institutional buyers" ("QIBs") within the meaning of
Rule 144A under the Act in transactions meeting the requirements of Rule 144A;

     (b) It is an accredited investor as defined under Rule 501(a)(1) under the
Act; and

     (c) It will not offer or sell the Securities by any form of general
solicitation or general advertising, including but not limited to the methods
described in Rule 502(c) under the Act.

     4. (a) The Securities to be purchased by each Purchaser hereunder will be
represented by one or more definitive global Securities in book-entry form which
will be deposited by or on behalf of the Company with The Depository Trust
Company ("DTC") or its designated custodian. The Company will deliver the
Securities to Goldman, Sachs & Co., for the account of each Purchaser, against
payment by or on behalf of such Purchaser of the purchase price therefore in
federal (same day) funds by official bank check or checks or wire transfer to an
account designated by the Company, by causing DTC to credit the Securities to
the account of Goldman, Sachs & Co. at DTC. The Company will cause the
certificates representing the Securities to be made available to Goldman, Sachs
& Co. for checking at least twenty-four hours prior to the Time of Delivery (as
defined below) at the office of DTC or its designated custodian (the "Designated
Office"). The time and date of such delivery and payment shall be, with respect
to the Firm Securities, 9:30 a.m., New York City time, on December 5, 2001 or
such other time and date as Goldman, Sachs & Co. and the Company may agree upon
in writing, and, with respect to the Optional Securities, 9:30 a.m., New York
City time, on the date specified by Goldman, Sachs & Co. in the written notice
given by Goldman, Sachs & Co. of the Purchasers' election to purchase such
Optional Securities, or such other time and date as Goldman, Sachs & Co. and the
Company may agree upon in writing. Such time and date for delivery of the Firm
Securities is herein called the "First Time of Delivery", such time and date for
the delivery of the Optional Securities, if not the First Time of Delivery, is
herein called the "Second Time of Delivery", and each such time and date for
delivery is herein called a "Time of Delivery".

     (b) The documents to be delivered at the Time of Delivery by or on behalf
of the parties hereto pursuant to Section 7 hereof, including the cross-receipt
for the Securities and any additional documents requested by the Purchasers
pursuant to Section 7(j) hereof, will be delivered at such time and date at the
offices of Wilson Sonsini Goodrich & Rosati,


                                       11



Professional Corporation, 650 Page Mill Road, Palo Alto, California 94304 (the
"Closing Location"), and the Securities will be delivered at the Designated
Office, all at the Time of Delivery. A meeting will be held at the Closing
Location at 2:00 p.m., California time, on the New York Business Day next
preceding the Time of Delivery, at which meeting the final drafts of the
documents to be delivered pursuant to the preceding sentence will be available
for review by the parties hereto. For the purposes of this Section 4, "New York
Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York are generally
authorized or obligated by law or executive order to close.

     5. The Company agrees with each of the Purchasers:

     (a) To prepare the Offering Circular in a form approved by you; to make no
amendment or any supplement to the Offering Circular which shall be disapproved
by you promptly after reasonable notice thereof; and to furnish you with copies
thereof;

     (b) Promptly from time to time to take such action as you may reasonably
request to qualify the Securities and the shares of Stock issuable upon
conversion of the Securities for offering and sale under the securities laws of
such jurisdictions within the United States as you may request and to comply
with such laws so as to permit the continuance of sales and dealings therein in
such jurisdictions for as long as may be necessary to complete the distribution
of the Securities, provided that in connection therewith the Company shall not
be required to qualify as a foreign corporation or to file a general consent to
service of process in any jurisdiction;

     (c) To furnish the Purchasers with copies of the Offering Circular and each
amendment or supplement thereto signed by an authorized officer of the Company
with the independent accountants' report(s) in the Offering Circular, and any
amendment or supplement containing amendments to the financial statements
covered by such report(s), signed by the accountants, and additional written and
electronic copies thereof in such quantities as you may from time to time
reasonably request, and if, at any time prior to the expiration of nine months
after the date of the Offering Circular, any event shall have occurred as a
result of which the Offering Circular as then amended or supplemented would
include an untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Offering Circular is
delivered, not misleading, or, if for any other reason it shall be necessary or
desirable during such same period to amend or supplement the Offering Circular,
to notify you and upon your request to prepare and furnish without charge to
each Purchaser and to any dealer in securities as many written and electronic
copies as you may from time to time reasonably request of an amended Offering
Circular or a supplement to the Offering Circular which will correct such
statement or omission or effect such compliance;

     (d) During the period beginning from the date hereof and continuing until
the date ninety (90) days after the date of the Offering Circular, not to offer,
sell, contract to sell or

                                       12



otherwise dispose of, except as provided hereunder, any securities of the
Company that are substantially similar to the Securities or the Stock, including
but not limited to any securities that are convertible into or exchangeable for,
or that represent the right to receive, Stock or any such substantially similar
securities (other than (i) pursuant to employee stock option plans or agreements
existing on the date of this Agreement and in the ordinary course of business
consistent with past practice, (ii) upon the conversion or exchange of
convertible or exchangeable securities outstanding as of the date of this
Agreement, (iii) the issuance by the Company of any shares of Stock in
connection with the acquisition of another company or business; provided, that
                                                                --------
each recipient of any such stock issued pursuant to this clause agree to be
restricted according to the terms of this section through the end of the 90 day
period specified, (iv) pursuant to stock option agreements entered into after
the date of this Agreement, provided that no such shares shall vest under such
new stock option agreements until after the date ninety (90) days after the date
of the Offering Circular or (v) securities convertible into or exchangeable into
Stock issued in the ordinary course of business and consistent with past
practice under equipment financing or other similar transactions, provided that
no such securities shall vest until after the date ninety (90) days after the
date of the Offering Circular, provided, further that if such securities are
sold or transferred, the recipient of such securities shall agree to be
restricted according to the terms of this section and through the end of the 90
day period specified above), without your prior written consent;

     (e) Not to be or become, at any time prior to the expiration of three years
after the latest Time of Delivery, an open-end investment company, unit
investment trust, closed-end investment company or face-amount certificate
company that is or is required to be registered under Section 8 of the
Investment Company Act;

     (f) At any time when the Company is not subject to Section 13 or 15(d) of
the Exchange Act, for the benefit of holders from time to time of Securities, to
furnish at its expense, upon request, to holders of Securities and prospective
purchasers of securities information (the "Additional Issuer Information")
satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Act;

     (g) If requested by you, to use its reasonable efforts to cause the
Securities to be eligible for trading on Portal;

     (h) To furnish to the holders of the Securities as soon as practicable
after the end of each fiscal year an annual report (including a balance sheet
and statements of income, stockholders' equity and cash flows of the Company and
its consolidated subsidiaries certified by independent public accountants) and,
as soon as practicable after the end of each of the first three quarters of each
fiscal year (beginning with the fiscal quarter ending after the date of the
Offering Circular), to make available to its stockholders consolidated summary
financial information of the Company and its subsidiaries for such quarter in
reasonable detail;

     (i) During a period of five years from the date of the Offering Circular,
to furnish to you copies of all reports or other communications (financial or
other) furnished to

                                       13



stockholders of the Company, and to deliver to you (i) as soon as they are
available, copies of any reports and financial statements furnished to or filed
with the Commission or any securities exchange on which the Securities or any
class of securities of the Company is listed; and (ii) such additional
non-confidential information concerning the business and financial condition of
the Company as you may from time to time reasonably request (such financial
statements to be on a consolidated basis to the extent the accounts of the
Company and its subsidiaries are consolidated in reports furnished to its
stockholders generally or to the Commission);

     (j) During the period of two years after the Time of Delivery, the Company
will not, and will not permit any of its "affiliates" (as defined in Rule 144
under the Securities Act) to, resell any of the Securities which constitute
"restricted securities" under Rule 144 that have been reacquired by any of them;

     (k) To use the net proceeds received by it from the sale of the Securities
pursuant to this Agreement in the manner specified in the Offering Circular
under the caption "Use of Proceeds";

     (l) To reserve and keep available at all times, free of preemptive rights,
shares of Stock for the purpose of enabling the Company to satisfy any
obligations to issue shares of its Stock upon conversion of the Securities; and

     (m) To list, subject to notice of issuance, the shares of Stock issuable
upon conversion of the Securities on the Nasdaq National Market within 5
business days of the First Time of Delivery.

     6. The Company covenants and agrees with the several Purchasers that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
issue of the Securities and the shares of Stock issuable upon conversion of the
Securities and all other expenses in connection with the preparation, printing
and filing of the Offering Circular and any amendments and supplements thereto
and the mailing and delivering of copies thereof to the Purchasers and dealers;
(ii) the cost of printing or producing any Agreement among Purchasers, this
Agreement, the Indenture, the Registration Rights Agreement, the Blue Sky and
Legal Investment Memoranda, closing documents (including any compilations
thereof) and any other documents in connection with the offering, purchase, sale
and delivery of the Securities; (iii) all expenses in connection with the
qualification of the Securities and the shares of Stock issuable upon conversion
of the Securities for offering and sale under state securities laws as provided
in Section 5(b) hereof, including the fees and disbursements of counsel for the
Purchasers in connection with such qualification and in connection with the Blue
Sky and legal investment surveys; (iv) any fees charged by securities rating
services for rating the Securities; (v) the cost of preparing the Securities;
(vi) the fees and expenses of the Trustee and any agent of the Trustee and the
fees and disbursements of counsel for the Trustee in connection with the
Indenture and the Securities; (vii) any cost incurred in connection with the
designation of the Securities for trading on Portal and the listing of the

                                       14



shares of Stock issuable upon conversion of the Securities; and (viii) all other
costs and expenses incident to the performance of its obligations hereunder
which are not otherwise specifically provided for in this Section. It is
understood, however, that, except as provided in this Section, and Sections 8
and 11 hereof, the Purchasers will pay all of their own costs and expenses,
including the fees and expenses of their counsel, transfer taxes on resale of
any of the Securities by them, and any advertising expenses connected with any
offers they may make.

     7. The obligations of the Purchasers hereunder as to the Securities to be
delivered at each Time of Delivery shall be subject, in their discretion, to the
condition that all representations and warranties and other statements of the
Company herein are, at and as of such Time of Delivery, true and correct, the
condition that the Company shall have performed all of its obligations hereunder
theretofore to be performed, and the following additional conditions:

     (a) Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for
the Purchasers, shall have furnished to you such opinion or opinions, dated such
Time of Delivery, with respect to such matters as you may reasonably request,
and such counsel shall have received such papers and information as they may
reasonably request to enable them to pass upon such matters;

     (b) Gray Cary Ware & Freidenrich LLP, counsel for the Company, (or such
other counsel as the Company shall deem appropriate and which shall be
reasonably acceptable to Goldman, Sachs & Co.) shall have furnished to you their
written opinion, dated such Time of Delivery, in form and substance satisfactory
to you, to the effect that:

          (i)   The Company has been duly incorporated and is validly existing

as a corporation in good standing under the laws of the State of Delaware, with
power and authority (corporate and other) to own its properties and conduct its
business as described in the Offering Circular;

          (ii)  As of November 1, 2001, the Company was authorized to issue
     750,000,000 shares of Stock, of which 114,173,331 shares were issued and
     outstanding, and 2,000,000 shares of convertible preferred stock, none of
     which were issued and outstanding; the shares of issued and outstanding
     capital stock of the Company have been duly authorized and validly issued
     and are fully paid and non-assessable; and the shares of Stock initially
     issuable upon conversion of the Securities have been duly and validly
     authorized and reserved for issuance and, when issued and delivered in
     accordance with the provisions of the Securities and the Indenture, will be
     validly issued and fully paid and non-assessable;

          (iii) The Company has been duly qualified as a foreign corporation to
     transact business and is in good standing under the laws of each other
     United States jurisdiction in which it owns or leases properties or
     conducts any business so as to

                                       15




     require such qualification, except to the extent that the failure to be so
     qualified or in good standing would not have a Material Adverse Effect on
     the Company;

          (iv)    Extreme Networks IHC, Inc. has been duly incorporated and is
     validly existing as a corporation in good standing under the laws of the
     State of Delaware, and all of the issued and outstanding capital stock
     thereof owned directly or indirectly by the Company have been duly
     authorized, validly issued and is fully-paid and non-assessable, and is
     owned directly or indirectly by the Company, free and clear of any lien,
     encumbrance, claim or equity;

          (v)     Other than as set forth in the Offering Circular, there are no
     legal or governmental proceedings pending to which the Company or any of
     its subsidiaries is a party or of which any property of the Company or any
     of its subsidiaries is the subject which, if determined adversely to the
     Company or any of its subsidiaries, would individually or in the aggregate
     have a Material Adverse Effect; and other than as set forth in the Offering
     Circular, no such proceedings are threatened or contemplated by
     governmental authorities or threatened by others;

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

          (vii)   The Securities have been duly authorized, executed, issued and
     delivered and constitute valid and legally binding obligations of the
     Company entitled to the benefits provided by the Indenture;

          (viii)  The Registration Rights Agreement has been duly authorized,
     executed and delivered by the parties thereto and constitutes a valid and
     legally binding agreement of the Company enforceable against the Company in
     accordance with its terms, subject, as to enforcement, to bankruptcy,
     insolvency, reorganization and other laws of general applicability relating
     to or affecting creditors' rights and to general equity principles;

          (ix)    The Indenture has been duly authorized, executed and delivered
     by the parties thereto and constitutes a valid and legally binding
     instrument, enforceable in accordance with its terms, subject, as to
     enforcement, to bankruptcy, insolvency, reorganization and other laws of
     general applicability relating to or affecting creditors' rights and to
     general equity principles;

          (x)     The issuance and sale of the Securities being issued at such

     Time of Delivery and the compliance by the Company with all of the
     provisions of the Securities, the Indenture, the Registration Rights
     Agreement and this Agreement and the consummation of the transactions
     herein and therein contemplated will not conflict with or result in a
     breach or violation of any of the terms or provisions of, or constitute a
     default under (i) applicable law, (ii) the Certificate of Incorporation or
     By-laws of the Company, or (iii) any of the agreements filed as exhibits to
     the Company's Annual

                                       16




     Report filed on Form 10-K for the year ended July 1, 2001, its Quarterly
     Report on Form 10-Q for the quarter ended September 30, 2001 or any other
     Exchange Act Report or any agreements entered into by the Company after
     September 30, 2001 that would be required to be filed as an exhibit to the
     Company's Quarterly Report on Form 10-Q for the period ending December 31,
     2001 (collectively, the "Reviewed Agreements"), nor will such actions
     result in any violation of any judgment, order or decree of any
     governmental agency or body having jurisdiction over the Company or any of
     its subsidiaries or any of their properties;

          (xi)   No consent, approval, authorization, order, registration or
     qualification of or with any such court or governmental agency or body is
     required in connection with the issuance of the Securities to the
     Purchasers being issued at such Time of Delivery or the consummation by the
     Company of the transactions contemplated by this Agreement or the Indenture
     or the Registration Rights Agreement, except, such as may be required under
     the Act in connection with the shares of Stock issuable upon conversion of
     the Securities and such as may be required by Federal and state securities
     laws contemplated by the Registration Rights Agreement;

          (xii)  Neither the Company nor any of its subsidiaries is in violation
     of its Certificate of Incorporation or By-laws or, to such counsel's
     knowledge, in default in the performance or observance of any material
     obligation, covenant or condition contained in any Reviewed Agreement;

          (xiii) The statements set forth in the Offering Circular under the
     caption "Description of Notes" and "Description of Capital Stock", insofar
     as they purport to constitute a summary of the terms of the Indenture,
     Registration Rights Agreement, Securities and the Stock, and under the
     captions "Certain United States Federal Income Tax Consequences" and
     "Underwriting", insofar as they purport to describe the provisions of the
     laws and documents referred to therein, and under the caption "Risk
     Factors--We have been named as a defendant in shareholder class action
     lawsuits that are now pending and which continue to be threatened to be
     filed which arise out of our public offering of securities in 1999. If we
     do not prevail in such lawsuits our business may suffer" and in the second
     paragraph of Part II, Item 1 under the caption "Legal Proceedings" in the
     Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
     2001, to the extent that they purport to summarize the referenced legal
     proceedings pending against the Company, are accurate and fairly summarize
     the matters referred to therein in all material respects;

          (xiv)  The Exchange Act Reports (other than the financial statements
     and related schedules therein and other financial data included or
     incorporated by reference therein, as to which such counsel need express no
     opinion), when they were filed with the Commission, complied as to form in
     all material respects with the requirements of the Exchange Act, and the
     rules and regulations of the Commission thereunder;

                                       17




          (xv)  Assuming the accuracy of the representations and warranties of
     the Purchasers in Section 3 of this Agreement and compliance with the
     agreements of the Purchasers set forth in Section 3 of this Agreement, no
     registration of the Securities under the Act, and no qualification of an
     indenture under the United States Trust Indenture Act of 1939 with respect
     thereto, is required for the offer, sale and initial resale of the
     Securities by the Purchasers in the manner contemplated by this Agreement;
     and

          (xvi) The Company is not an "investment company", as such term is
     defined in the Investment Company Act.

          Such opinion may be made subject to other such qualifications as are
     reasonable and customary for opinions with respect to such matters and such
     counsel need express no opinion regarding the legality, validity, binding
     nature or enforceability of any provision in the Purchase Agreement, the
     Securities, the Indenture or the Registration Rights Agreement relating to
     indemnification or contribution or the ability to obtain specific
     performance, injunctive relief or other equitable relief as a remedy for
     noncompliance with any of the foregoing agreements or instruments.

          Such opinion shall also state that such counsel has participated in
     conferences with officers and other representatives of the Company,
     representatives of the independent public accountants for the Company,
     representatives of the Purchasers and counsel for the Purchasers, at which
     conferences the contents of the Offering Circular and related matters were
     discussed; that such counsel is not passing upon and does not assume any
     responsibility for the accuracy, completeness or fairness of the statements
     contained in the Offering Circular (other than with regard to the opinions
     set forth in paragraph (xiv) above); and that, on the basis of the
     foregoing, no facts have come to such counsel's attention which lead such
     counsel to believe that the Offering Circular and any further amendments or
     supplements thereto made by the Company, on the date thereof or on the date
     such opinion is delivered, contained or contains an untrue statement of a
     material fact or omitted or omits to state a material fact necessary to
     make the statements contained therein, in light of the circumstances under
     which they were made, not misleading (it being understood that such counsel
     need express no view with respect to the financial statements and related
     schedules thereto and the other financial and accounting data included or
     incorporated by reference in or omitted from the Offering Circular).

      (c) Blakely, Sokoloff, Taylor and Zafman LLP, intellectual property
counsel for the Company, shall have furnished to you their written opinion,
dated such Time of Delivery, in form and substance satisfactory to you, to the
effect that:

                (i) The Company owns all patents, trademarks, trademark
     registrations, service marks, service mark registrations, trade names,
     copyrights, licenses, inventions, trade secrets and rights described in the
     Offering Circular as being owned by it, and such counsel is not aware of
     any claim to the contrary or any challenge by

                                       18




     any other person to the rights of the Company with respect to the foregoing
     other than those identified in the Offering Circular;

          (ii)  Such counsel is not aware of any legal actions, claims or
     proceedings pending or threatened against the Company its manufacturers,
     suppliers or customers other than those identified in the Offering Circular
     alleging that the Company is infringing or otherwise violating any patents,
     trademarks, trademark registrations, service marks, service mark
     registrations, trade names, copyrights, licenses, inventions or trade
     secrets owned by others;

          (iii) Such counsel has reviewed the descriptions of patents, patent
     applications and legal proceedings included in the Offering Circular, the
     Company's Annual Report on Form 10-K for the fiscal year ended July 1, 2001
     and Quarterly Report on Form 10-Q for the quarter ended September 30, 2001
     (collectively, the "Intellectual Property Sections"), including the
     descriptions under the captions "Risk Factors--Our Limited Ability to
     Protect Our Intellectual Property and Defend Against Claims May Adversely
     Affect Our Ability to Compete" and "--We Are Engaged in Litigation
     Regarding Intellectual Property Rights, and an Adverse Outcome Could Harm
     Our Business and Require Us to incur Significant Costs" included in the
     Offering Circular, "Business--Intellectual Property," "Risk Factors--Our
     Limited Ability to Protect Our Intellectual Property and Defend Against
     Claims May Adversely Affect Our Ability to Compete," "--We are engaged in
     Litigation Regarding Intellectual Property Rights, and an Adverse Outcome
     Could Harm Our Business and Require Us to Incur Significant Costs" and in
     Item 3 under "Legal Proceedings" included in the Company's Annual Report on
     Form 10-K for the fiscal year ended July 1, 2001, and "Risk Factors--Our
     Limited Ability to Protect Our Intellectual Property and Defend Against
     Claims May Adversely Affect Our Ability to Compete," "--We are Engaged in
     Litigation Regarding Intellectual Property Rights, and an Adverse Outcome
     Could Harm Our Business and Require Us to Incur Significant Costs" and in
     Part II, Item I under "Legal Proceedings" included in the Company's Form
     10-Q for the quarter ended September 30, 2001, and, to the extent they
     constitute matters of law or legal conclusions, these descriptions are
     accurate and fairly and completely present the patent situation of the
     Company and the other matters described therein;

          (iv)  To the best of such counsel's knowledge, the Intellectual
     Property Sections, as of their respective dates and as of the date of such
     opinion, do not contain any untrue statements of a material fact or omit to
     state a material fact necessary to make the statements therein, in light of
     the circumstances under which they were made, not misleading;

          (v)   For each copyrightable product described in the Offering
     Circular, the Company either (i) has registered all copyrights for such
     product and has obtained and properly recorded written assignments of all
     rights and title therein to the Company from all authors and owners of such
     copyrights other than the Company,

                                       19



     including without limitation any and all independent contractors; or (ii)
     was vested with original title to all copyrights for such product and no
     written assignments for such copyrights are required to perfect Company's
     rights and title thereto; and

          (vi) With respect to the patent protection on the Company's technology
     for each patent or patent application described in the Offering Circular as
     being owned by the Company, the Company is listed as the record holder of
     sole title in the applicable patent office and such counsel is aware of
     nothing that causes such counsel to believe that, as of the date of the
     Offering Circular and as of the date of such opinion, the description of
     patents and patent applications under the captions set forth in (iii) above
     contain any untrue statement of a material fact or omit to state a material
     fact necessary to make the statements made therein, in light of the
     circumstances under which they were made, not misleading, including without
     limitation, any undisclosed material issue with respect to the subsequent
     validity or enforceability of such patent or patent issuing from any such
     pending patent application.

     (d) Howrey Simon Arnold & White LLP, counsel for the Company in the legal
proceeding filed by Nortel Networks, Inc. and Nortel Networks Limited against
the Company in the United States District Court for the District of
Massachusetts, Civil Action No. 01-10443EFH (the "Nortel Case"), shall have
furnished to you their written opinion, dated such Time of Delivery, in form and
substance satisfactory to you, to the effect that:

          (i)  The only litigation for which such counsel has been retained is
     the Nortel Case; and

          (ii) Such counsel has reviewed the descriptions of the Nortel Case (i)
     under the caption "Risk Factors----We are Engaged in Litigation Regarding
     Intellectual Property Rights, and an Adverse Outcome Could Seriously Harm
     Our Business and Require Us to incur Significant Costs" included in the
     Offering Circular, (ii) in Part I, Item 1 under the caption
     "Business--Intellectual Property" included in the Company's Annual Report
     on Form 10-K for the fiscal year ended July 1, 2001, (iii) in Part II, Item
     7 under the caption "Risk Factors----We are Engaged in Litigation Regarding
     Intellectual Property Rights, and an Adverse Outcome Could Harm Our
     Business and Require Us to Incur Significant Costs" included in the
     Company's Annual Report on Form 10-K for the fiscal year ended July 1,
     2001, (iv) in Part I, Item 3 under the caption "Legal Proceedings" included
     in the Company's Annual Report on Form 10-K for the fiscal year ended July
     1, 2001, (v) in Part I, Item 2 under the caption "Risk Factors----We are
     Engaged in Litigation Regarding Intellectual Property Rights, and an
     Adverse Outcome Could Harm Our Business and Require Us to Incur Significant
     Costs" in the Company's Form 10-Q for the quarter ended September 30, 2001,
     and (vi) in Part II, Item I under the caption "Legal Proceedings" included
     in the Company's Form 10-Q for the quarter ended September 30, 2001, and,
     these descriptions are accurate and fairly and completely present the
     situation of the Company with respect to the Nortel Case.

                                       20




     (e) On the date of the Offering Circular prior to the execution of this
Agreement and also at the Time of Delivery, Ernst & Young, LLP shall have
furnished to you a letter or letters, dated the respective dates of delivery
thereof, in form and substance satisfactory to you, to the effect set forth in
Annex I hereto;

     (f) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included in
the Offering Circular any loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Offering Circular, and (ii) since the
respective dates as of which information is given in the Offering Circular there
shall not have been any change in the capital stock or long-term debt of the
Company or any of its subsidiaries or any change, or any development involving a
prospective change, in or affecting the general affairs, management, financial
position, stockholders' equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the Offering
Circular, the effect of which, in any such case described in clause (i) or (ii),
is in the judgment of Goldman, Sachs & Co. so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Securities being issued at such Time of Delivery on the terms and in the
manner contemplated in this Agreement and in the Offering Circular;

     (g) On or after the date hereof (i) no downgrading shall have occurred in
the rating accorded the Company's debt securities by any "nationally recognized
statistical rating organization", as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall
have publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any of the Company's debt securities;

     (h) On or after the date hereof there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange or on the Nasdaq National Market; (ii)
a suspension or material limitation in trading in the Company's securities on
the Nasdaq National Market; (iii) a general moratorium on commercial banking
activities declared by either Federal or New York or California State
authorities or a material disruption in commercial banking or securities
settlement or clearance services in the United States; (iv) the outbreak or
escalation of hostilities involving the United States or the declaration by the
United States of a national emergency or war, if the effect of any such event
specified in this clause (iv) in the judgment of Goldman, Sachs & Co. makes it
impracticable or inadvisable to proceed with the offering or the delivery of the
Securities being issued at such Time of Delivery on the terms and in the manner
contemplated in the Offering Circular; or (v) the occurrence of any other
calamity or crisis or any adverse change in the existing financial, political or
economic conditions in the United States or elsewhere which, in the judgment of
Goldman, Sachs & Co. would materially and adversely affect the financial markets
or the markets for the Securities, the Stock or other debt or equity securities;

                                       21



     (i) The Securities have been designated for trading on Portal;

     (j) The Company shall have furnished or caused to be furnished to you at
the Time of Delivery certificates of officers of the Company satisfactory to you
as to the accuracy of the representations and warranties of the Company herein
at and as of such Time of Delivery, as to the performance by the Company of all
of its obligations hereunder to be performed at or prior to such Time of
Delivery, as to the matters set forth in subsection (f) of this Section and as
to such other matters as you may reasonably request.

     (k) The Company shall have obtained and delivered to the Purchasers
executed copies of a written agreement of those directors and executive officers
and other stockholders of the Company listed on Exhibit B-1 substantially in the
form of Exhibit B-2 hereto (each such an agreement, a "Lock-Up Agreement") by
the First Time of Delivery, and executed originals of each Lock-Up Agreement
shall have been delivered to you by such time. If the First Time of Delivery
shall not have occurred on or prior to ten (10) business days after the date of
this Agreement, then the Lock-Up Agreements shall be of no further force and
effect.

     8. (a) The Company will indemnify and hold harmless each Purchaser against
any losses, claims, damages or liabilities, joint or several, to which such
Purchaser may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in the Offering Circular, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading, and will
reimburse each Purchaser for any legal or other expenses reasonably incurred by
such Purchaser in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in the Offering Circular
or any such amendment or supplement in reliance upon and in conformity with
written information furnished to the Company by any Purchaser through Goldman,
Sachs & Co. expressly for use therein.

     (b) Each Purchaser will indemnify and hold harmless the Company against any
losses, claims, damages or liabilities to which the Company may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in the
Offering Circular, or any amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in

                                       22



the Offering Circular or any such amendment or supplement in reliance upon and
in conformity with written information furnished to the Company by such
Purchaser through Goldman, Sachs & Co. expressly for use therein; and will
reimburse the Company for any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending any such action or claim
as such expenses are incurred.

     (c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act, by
or on behalf of any indemnified party.

     (d) If the indemnification provided for in this Section 8 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Purchasers on the other from the offering
of the Securities. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
the Purchasers on the other in connection with the statements or omissions which
resulted in such losses,

                                       23



claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Purchasers on the other shall be deemed to be in
the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Purchasers, in each case as set forth
in the Offering Circular. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the Purchasers
on the other and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company
and the Purchasers agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Purchasers were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), no Purchaser
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities underwritten by it and distributed to
investors were offered to investors exceeds the amount of any damages which such
Purchaser has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. The Purchasers' obligations in
this subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.

     (e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Purchaser within the meaning of the Act; and the obligations of the Purchasers
under this Section 8 shall be in addition to any liability which the respective
Purchasers may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the Act.

     9. (a) If any Purchaser shall default in its obligation to purchase the
Securities which it has agreed to purchase hereunder, you may in your discretion
arrange for you or another party or other parties to purchase such Securities on
the terms contained herein at a Time of Delivery. If within thirty-six hours
after such default by any Purchaser you do not arrange for the purchase of such
Securities, then the Company shall be entitled to a further period of thirty-six
hours within which to procure another party or other parties satisfactory to you
to purchase such Securities on such terms. In the event that, within the
respective prescribed periods, you notify the Company that you have so arranged
for the purchase of such Securities, or the Company notifies you that it has so
arranged for the purchase of such Securities, you or the Company shall have the
right to postpone such Time of Delivery for a

                                       24





period of not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Offering Circular, or in any other documents or
arrangements, and the Company agrees to prepare promptly any amendments to the
Offering Circular which in your opinion may thereby be made necessary. The term
"Purchaser" as used in this Agreement shall include any person substituted under
this Section with like effect as if such person had originally been a party to
this Agreement with respect to such Securities.

     (b) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Purchaser or Purchasers by you and the Company as
provided in subsection (a) above, the aggregate principal amount of such
Securities which remains unpurchased does not exceed one-eleventh of the
aggregate principal amount of all the Securities to be purchased at such Time of
Delivery, then the Company shall have the right to require each non-defaulting
Purchaser to purchase the principal amount of Securities which such Purchaser
agreed to purchase at such Time of Delivery hereunder and, in addition, to
require each non-defaulting Purchaser to purchase its pro rata share (based on
the principal amount of Securities which such Purchaser agreed to purchase
hereunder) of the Securities of such defaulting Purchaser or Purchasers for
which such arrangements have not been made; but nothing herein shall relieve a
defaulting Purchaser from liability for its default.

     (c) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Purchaser or Purchasers by you and the Company as
provided in subsection (a) above, the aggregate principal amount of Securities
which remains unpurchased exceeds one-eleventh of the aggregate principal amount
of all the Securities to be purchased at such Time of Delivery, or if the
Company shall not exercise the right described in subsection (b) above to
require non-defaulting Purchasers to purchase Securities of a defaulting
Purchaser or Purchasers, then this Agreement (or, with respect to the Second
Time of Delivery, the obligation of the Purchasers to purchase and of the
Company to sell the Optional Securities) shall thereupon terminate, without
liability on the part of any non-defaulting Purchaser or the Company, except for
the expenses to be borne by the Company and the Purchasers as provided in
Section 6 hereof and the indemnity and contribution agreements in Section 8
hereof; but nothing herein shall relieve a defaulting Purchaser from liability
for its default.

     10. The respective indemnities, agreements, representations, warranties and
other statements of the Company and the several Purchasers, as set forth in this
Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Purchaser or any controlling person of any Purchaser, or the Company, or
any officer or director or controlling person of the Company, and shall survive
delivery of and payment for the Securities.

     11. If this Agreement shall be terminated pursuant to Section 9 hereof, the
Company shall not then be under any liability to any Purchaser except as
provided in Sections 6 and 8 hereof; but, if for any other reason, the
Securities are not delivered by or on behalf of the Company as provided herein,
the Company will reimburse the Purchasers through you for all

                                       25



out-of-pocket expenses approved in writing by you, including fees and
disbursements of counsel, reasonably incurred by the Purchasers in making
preparations for the purchase, sale and delivery of the Securities, but the
Company shall then be under no further liability to any Purchaser except as
provided in Sections 6 and 8 hereof.

     12. In all dealings hereunder, you shall act on behalf of each of the
Purchasers, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Purchaser made or given
by you jointly or by Goldman, Sachs & Co. on behalf of you as the
representatives.

     All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Purchasers shall be delivered or sent by mail, telex or
facsimile transmission to you as the representatives in care of Goldman, Sachs &
Co., 32 Old Slip, 21st Floor, New York, New York 10005, Attention: Registration
Department; and if to the Company shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Company set forth in the Offering
Circular, Attention: Secretary; provided, however, that any notice to a
Purchaser pursuant to Section 8(c) hereof shall be delivered or sent by mail,
telex or facsimile transmission to such Purchaser at its address set forth in
its Purchasers' Questionnaire, or telex constituting such Questionnaire, which
address will be supplied to the Company by you upon request. Any such
statements, requests, notices or agreements shall take effect upon receipt
thereof.

     13. This Agreement shall be binding upon, and inure solely to the benefit
of, the Purchasers, the Company and, to the extent provided in Sections 8 and 10
hereof, the officers and directors of the Company and each person who controls
the Company or any Purchaser, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of the
Securities from any Purchaser shall be deemed a successor or assign by reason
merely of such purchase.

     14. Time shall be of the essence of this Agreement.

     15. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.

     16. This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which shall be deemed to be an original,
but all such respective counterparts shall together constitute one and the same
instrument.

     17. The Company is authorized, subject to applicable law, to disclose any
and all aspects of this potential transaction that are necessary to support any
U.S. federal income tax benefits expected to be claimed with respect to such
transaction, without the Purchasers imposing any limitation of any kind.

                                       26



     If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company and each of the Purchasers plus one for each
counsel counterparts hereof, and upon the acceptance hereof by you, on behalf of
each of the Purchasers, this letter and such acceptance hereof shall constitute
a binding agreement between each of the Purchasers and the Company. It is
understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement among
Purchasers, the form of which shall be submitted to the Company for examination
upon request, but without warranty on your part as to the authority of the
signers thereof.

                                       27



                                                      Very truly yours,

                                                      Extreme Networks, Inc.


                                                          /s/ Gordon Stitt
                                                      By: ----------------------
                                                          Name:  Gordon Stitt
                                                          Title: President & CEO

Accepted as of the date hereof:





     /s/ Goldman, Sachs & Co.
By:  -----------------------------------
         (Goldman, Sachs & Co.)

     On behalf of each of the Purchasers

                                       28






                                   SCHEDULE I




                                                      Principal      Principal Amount of
                                                      Amount of      Optional Securities
                                                   Firm Securities     to be Purchased
                                                        To be          if Maximum Option
                  Purchaser                           Purchased            Exercised
                  ---------                           ---------            ---------
                                                                  
Goldman, Sachs & Co. ............................   $ 131,250,000         $ 18,750,000
Merrill Lynch, Pierce, Fenner & Smith
    Incorporated ................................      26,250,000            3,750,000
Robertson Stephens, Inc. ........................      17,500,000            2,500,000
                                                    -------------         ------------





















                                                    -------------         ------------
                  Total .........................   $ 175,000,000         $ 25,000,000
                                                    =============         ============


                                       29



                                                                         ANNEX I

     Pursuant to Section 7(e) of the Purchase Agreement, the accountants shall
furnish letters to the Purchasers to the effect that:

          (i)   They are independent certified public accountants with respect
     to the Company and its subsidiaries within the meaning of the Act and the
     applicable published rules and regulations thereunder;

          (ii)  In our opinion, the consolidated financial statements and
     financial statement schedules audited by us and included in the Offering
     Circular comply as to form in all material respects with the applicable
     requirements of the Exchange Act and the related published rules and
     regulations;

          (iii) The unaudited selected financial information with respect to the
     consolidated results of operations and financial position of the Company
     for the five most recent fiscal years included in the Offering Circular
     agrees with the corresponding amounts (after restatements where applicable)
     in the audited consolidated financial statements for such five fiscal
     years;

          (iv)  On the basis of limited procedures not constituting an audit in
     accordance with generally accepted auditing standards, consisting of a
     reading of the unaudited financial statements and other information
     referred to below, a reading of the latest available interim financial
     statements of the Company and its subsidiaries, inspection of the minute
     books of the Company and its subsidiaries since the date of the latest
     audited financial statements included in the Offering Circular, inquiries
     of officials of the Company and its subsidiaries responsible for financial
     and accounting matters and such other inquiries and procedures as may be
     specified in such letter, nothing came to their attention that caused them
     to believe that:

                (A) the unaudited consolidated statements of income,
          consolidated balance sheets and consolidated statements of cash flows
          included in the Offering Circular are not in conformity with generally
          accepted accounting principles applied on the basis substantially
          consistent with the basis for the unaudited condensed consolidated
          statements of income, consolidated balance sheets and consolidated
          statements of cash flows included in the Offering Circular;

                (B) any other unaudited income statement data and balance sheet
          items included in the Offering Circular do not agree with the
          corresponding items in the unaudited consolidated financial statements
          from which such data and items were derived, and any such unaudited
          data and items were not determined on a basis substantially consistent
          with the basis for the corresponding amounts in the audited
          consolidated financial statements included in the Offering Circular;

                                       30




               (C) the unaudited financial statements which were not included in
          the Offering Circular but from which were derived any unaudited
          condensed financial statements referred to in clause (A) and any
          unaudited income statement data and balance sheet items included in
          the Offering Circular and referred to in clause (B) were not
          determined on a basis substantially consistent with the basis for the
          audited consolidated financial statements included in the Offering
          Circular;

               (D) as of a specified date not more than five days prior to the
          date of such letter, there have been any changes in the consolidated
          capital stock (other than issuances of capital stock upon exercise of
          options and stock appreciation rights, upon earn-outs of performance
          shares and upon conversions of convertible securities, in each case
          which were outstanding on the date of the latest financial statements
          included in the Offering Circular or any increase in the consolidated
          long-term debt of the Company and its subsidiaries, or any decreases
          in consolidated net current assets or stockholders' equity or other
          items specified by the Purchasers, or any increases in any items
          specified by the Purchasers, in each case as compared with amounts
          shown in the latest balance sheet included in the Offering Circular
          except in each case for changes, increases or decreases which the
          Offering Circular discloses have occurred or may occur or which are
          described in such letter; and

               (F) for the period from the date of the latest financial
          statements included in the Offering Circular to the specified date
          referred to in clause (E) there were any decreases in consolidated net
          revenues or operating profit or the total or per share amounts of
          consolidated net income or other items specified by the Purchasers, or
          any increases in any items specified by the Purchasers, in each case
          as compared with the comparable period of the preceding year and with
          any other period of corresponding length specified by the Purchasers,
          except in each case for decreases or increases which the Offering
          Circular discloses have occurred or may occur or which are described
          in such letter; and

          (v) In addition to the examination referred to in their report(s)
     included in the Offering Circular and the limited procedures, inspection of
     minute books, inquiries and other procedures referred to in paragraphs
     (iii) and (iv) above, they have carried out certain specified procedures,
     not constituting an audit in accordance with generally accepted auditing
     standards, with respect to certain amounts, percentages and financial
     information specified by the Purchasers, which are derived from the general
     accounting records of the Company and its subsidiaries, which appear in the
     Offering Circular, and have compared certain of such amounts, percentages
     and financial information with the accounting records of the Company and
     its subsidiaries and have found them to be in agreement.

                                       31





                                    EXHIBIT A

                      Form of Registration Rights Agreement





                                   Exhibit B-1

                   List of Persons to Sign Lock-Up Agreements

Gordon L. Stitt
Stephen Haddock
Herb Schneider
Harold L. Covert
Darrell Scherbarth
Chris Todd
Charlie Carinalli
Promod Haque
Kenneth Levy
Lawrence K. Orr
Peter Wolken





Exhibit B-2

                                Lock-Up Agreement

                             Extreme Networks, Inc.


                                November __, 2001

Goldman, Sachs & Co.
     As representative of the several Purchasers
     named in Schedule I to the Purchase Agreement
85 Broad Street
New York, NY 10004

     Re:  Extreme Networks, Inc. - Lock-Up Agreement
          ------------------------------------------

Ladies and Gentlemen:

     The undersigned understands that you, as representative, propose to enter
into a Purchase Agreement on behalf of the several initial purchasers named in
Schedule I to such agreement (collectively, the "Purchasers"), with Extreme
Networks, Inc., a Delaware corporation (the "Company"), providing for an
offering of 3.50% Convertible Subordinated Notes due December 1, 2006 (the
"Notes") of the Company that will be convertible into shares of the common
stock, par value $0.001 per share, of the Company (the "Common Stock").

     In consideration of the agreement by the Purchasers to offer and sell the
Notes, and of other good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, the undersigned agrees that, during the period
beginning from the date of the final Offering Circular covering the offering of
the Notes and continuing to and including the date 90 days after the date of
such final Offering Circular, the undersigned will not offer, sell, contract to
sell, pledge, grant any option to purchase, make any short sale or otherwise
dispose of, or exercise any registration rights with respect to, any shares of
Common Stock, or any options or warrants to purchase any shares of Common Stock,
or any securities convertible into, exchangeable for or that represent the right
to receive shares of Common Stock, whether now owned or hereinafter acquired,
owned directly by the undersigned (including holding as a custodian) or with
respect to which the undersigned has beneficial ownership within the rules





and regulations of the Securities and Exchange Commission (the "SEC")
(collectively the "Undersigned's Shares").

     The foregoing restriction is expressly agreed to preclude the undersigned
from engaging in any hedging or other transaction which is designed to or which
reasonably could be expected to lead to or result in a sale or disposition of
the Undersigned's Shares even if such shares would be disposed of by someone
other than the undersigned. Such prohibited hedging or other transactions would
include without limitation any short sale or any purchase, sale or grant of any
right (including without limitation any put or call option) with respect to any
of the Undersigned's Shares or with respect to any security that includes,
relates to, or derives any significant part of its value from such shares.

     Notwithstanding the foregoing, the undersigned may transfer the
Undersigned's Shares (i) as a bona fide gift or gifts, provided that the donee
or donees thereof agree to be bound in writing by the restrictions set forth
herein, (ii) to any trust for the direct or indirect benefit of the undersigned
or the immediate family of the undersigned, provided that the trustee of the
trust agrees to be bound in writing by the restrictions set forth herein, and
provided further that any such transfer shall not involve a disposition for
value, or (iii) with the prior written consent of Goldman, Sachs & Co. on behalf
of the Purchasers. For purposes of this agreement, "immediate family" shall mean
any relationship by blood, marriage or adoption, not more remote than first
cousin. In addition, notwithstanding the foregoing, if the undersigned is a
corporation, the corporation may transfer the capital stock of the Company to
any wholly-owned subsidiary of such corporation; provided, however, that in any
                                                 --------  -------
such case, it shall be a condition to the transfer that the transferee execute
an agreement stating that the transferee is receiving and holding such capital
stock subject to the provisions of this agreement and there shall be no further
transfer of such capital stock except in accordance with this agreement, and
provided further that any such transfer shall not involve a disposition for
value. The undersigned now has, and, except as contemplated by clause (i), (ii),
or (iii) above, for the duration of this agreement will have, good and
marketable title to the Undersigned's Shares, free and clear of all liens,
encumbrances, and claims whatsoever. The undersigned also agrees and consents to
the entry of stop transfer instructions with the Company's transfer agent and
registrar against the transfer of the Undersigned's Shares except in compliance
with the foregoing restrictions.





     The undersigned understands that the Company and the Purchasers are relying
upon this agreement in proceeding toward consummation of the offering. The
undersigned further understands that this agreement is irrevocable and shall be
binding upon the undersigned's heirs, legal representatives, successors, and
assigns.

                          Very truly yours,


                          -----------------------------
                          (signature)


                          -----------------------------
                          Exact Name of Shareholder

                          -----------------------------
                          Title

                                                                    EXHIBIT 12.1

                       Statement re: Computation of Ratios
                    (in thousands, except ratio of earnings)



                                                                           Six Months Ended
                                             Fiscal Year Ended June 30,      December 31,
                                            ---------------------------   ------------------
                                              2001      2000      1999     2001       2000
                                            -------    ------    ------   -------   --------
                                                                      
Earnings (loss) from continuing             (91,551)   30,369      33     (67,035)   19,377
  operations before taxes
Fixed charges from continuing operations:
  Interest expense and amortization of
    debt discount on all indebtedness ...       387       490     398         110       245
  Interest included in rent .............     3,861     2,700     253       1,931     1,350
Total fixed charges from continuing
  operations ............................     4,248     3,190     651       2,041     1,595
Earnings (loss) before taxes and fixed...   (87,303)   33,559     684     (64,994)   20,972
  charges................................
Ratio of earnings to fixed charges (1)...      --(2)     10.6X   1.05X       --(2)     13.1X


(1)  For purposes of computing the ratio of earnings to fixed charges, earnings
     consist of income before provision for income taxes plus fixed charges.
     Fixed charges consist of interest charges and that portion of rental
     expense that we believe to be representative of interest. Earnings were
     inadequate to cover fixed charges in fiscal 2001 and for the six months
     ended December 31, 2001.

(2)  Earnings were inadequate to cover fixed charges.


                                       1

                                                                    EXHIBIT 23.2

               Consent of Ernst & Young LLP, Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Extreme Networks,
Inc. for the registration of $200,000,000 of 3.5% Convertible Subordinated Notes
due 2006 and the common stock issuable upon conversion of the Notes and to the
incorporation by reference therein of our report dated July 16, 2001, with
respect to the consolidated financial statements and schedule of Extreme
Networks, Inc. for the year ended June 30, 2001 included in its Annual Report on
Form 10-K, filed with the Securities and Exchange Commission.


Palo Alto, California
February 25, 2002

                                                                    EXHIBIT 25.1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

                                    --------

                       STATEMENT OF ELIGIBILITY UNDER THE
                        TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                Check if an Application to Determine Eligibility
                   of a Trustee Pursuant to Section 305(b)(2) [X]

     STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

              United States                                     06-1143380
    (Jurisdiction of incorporation or                        (I.R.S. Employer
organization if not a U.S. national bank)                   Identification No.)

633 West 5/th/ Street, 12/th/ Floor, Los Angeles, California      90071
      (Address of principal executive offices)                  (Zip Code)

           Lynda A. Vogel, Senior Vice President and Managing Director
         633 West 5/th/ Street, 12/th/ Floor, Los Angeles, California 90071
                                 (213) 362-7399
            (Name, address and telephone number of agent for service)

                             Extreme Networks, Inc.
               (Exact name of obligor as specified in its charter)

               DE                                                77-0430270
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

     3585 Monroe Street, Santa Clara, CA                          95051
(Address of principal executive offices)                        (Zip Code)

            3.50% Convertible Subordinated Notes due December 1, 2006
                              (TYPE OF SECURITIES)



                                     GENERAL

Item 1.   General Information.

          Furnish the following information as to the trustee:

          (a)  Name and address of each examining or supervisory authority to
          which it is subject.

                Comptroller of the Currency, Western District Office, 50 Fremont
          Street, Suite 3900, San Francisco, California, 94105-2292

          (b)   Whether it is authorized to exercise corporate trust powers.
          Trustee is authorized to exercise corporate trust powers.

Item 2.   Affiliations with Obligor.

          If the Obligor is an affiliate of the trustee, describe each such
          affiliation.

                The obligor is not an affiliate of the trustee or of its parent,
          State Street Bank and Trust Company.

                (See notes on page 2.)

Item 3.   through Item 15. Not applicable.

Item 16.  List of Exhibits.

     List below all exhibits filed as part of this statement of eligibility.

     1.   A copy of the articles of association of the trustee as now in effect.

               A copy of the Articles of Association of the trustee, as now in
     effect, is on file with the Securities and Exchange Commission as an
     Exhibit with corresponding exhibit number to the Form T-1of Western Digital
     Corporation, filed pursuant to Section 305(b)(2) of the Trust Indenture Act
     of 1939, as amended (the "Act"), on May 12, 1998 (Registration No.
     333-52463), and is incorporated herein by reference.

     2.   A copy of the certificate of authority of the trustee to commence
          business, if not contained in the articles of association.

               A Certificate of Corporate Existence (with fiduciary powers) from
     the Comptroller of the Currency, Administrator of National Banks is on file
     with the Securities and Exchange Commission as an Exhibit with
     corresponding exhibit number to the Form T-1 of Western Digital
     Corporation, filed pursuant to Section 305(b)(2) of the Act, on May 12,
     1998 (Registration No. 333-52463), and is incorporated herein by reference.

     3.   A copy of the authorization of the trustee to exercise corporate trust
          powers, if such authorization is not contained in the documents
          specified in paragraph (1) or (2), above.

               Authorization of the Trustee to exercise fiduciary powers
     (included in Exhibits 1 and 2; no separate instrument).

     4.   A copy of the existing by-laws of the trustee, or instruments
     corresponding thereto.

          A copy of the by-laws of the trustee, as now in effect, is on file
     with the Securities and Exchange Commission as an Exhibit with
     corresponding exhibit number to the Form T-1 of Western Digital
     Corporation, filed pursuant to Section 305(b)(2) of the Act, on May 12,
     1998 (Registration No. 333-52463), and is incorporated herein by reference.

                                       2



     5.   A copy of each indenture referred to in Item 4. if the obligor is in
          default.

              Not applicable.

     6.   The consents of United States institutional trustees required by
          Section 321(b) of the Act.

             The consent of the trustee required by Section 321(b) of the Act is
             annexed hereto as Exhibit 6 and made a part hereof.

     7.   A copy of the latest report of condition of the trustee published
          pursuant to law or the requirements of its supervising or examining
          authority.

             A copy of the latest report of condition of the trustee published
             pursuant to law or the requirements of its supervising or examining
             authority is annexed hereto as Exhibit 7 and made a part hereof.

                                    NOTES

     In answering any item of this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for the
accuracy or completeness of such information.

     The answer furnished to Item 2. of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company of California,
National Association, a national banking association, organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Los Angeles, and State of California, on the
twenty first day of February, 2002.

                                      STATE STREET BANK AND TRUST COMPANY
                                      OF CALIFORNIA, NATIONAL ASSOCIATION


                                      By:     /s/   Paula Oswald
                                            ------------------------------------
                                      NAME Paula Oswald
                                      TITLE Vice President

                                       3



                                    EXHIBIT 6

                             CONSENT OF THE TRUSTEE

     Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended, in connection with the proposed issuance by Extreme
Networks, Inc. of its Convertible Subordinated Notes, we hereby consent that
reports of examination by Federal, State, Territorial or District authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.

                                      STATE STREET BANK AND TRUST COMPANY
                                      OF CALIFORNIA, NATIONAL ASSOCIATION


                                      By:   /s/    Paula Oswald
                                        ----------------------------------------
                                      NAME Paula Oswald
                                      TITLE Vice President

Dated:  February 21, 2002

                                       4



                                    EXHIBIT 7

Consolidated Report of Condition and Income for A Bank With Domestic Offices
Only and Total Assets of Less Than $100 Million of State Street Bank and Trust
Company of California, a national banking association duly organized and
existing under and by virtue of the laws of the United States of America, at the
close of business December 31, 2001, published in accordance with a call made by
                  -----------------
the Federal Deposit Insurance Corporation pursuant to the required law: 12
U.S.C. Section 324 (State member banks); 12 U.S.C. Section 1817 (State nonmember
banks); and 12 U.S.C. Section 161 (National banks).




                                                                                   Thousands
                                                                                  of Dollars
                                                                               
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin ..........................    11,525
   Interest-bearing balances ...................................................         0
Securities .....................................................................         0
Federal funds sold and securities purchased
   under agreements to resell in domestic offices
   of the bank and its Edge subsidiary .........................................         0

Loans and lease financing receivables:
    Loans and leases, net of unearned income ...................................         0
    Allowance for loan and lease losses ........................................         0
    Allocated transfer risk reserve ............................................         0
    Loans and leases, net of unearned income and allowances ....................         0
Assets held in trading accounts ................................................         0
Premises and fixed assets ......................................................         8
Other real estate owned ........................................................         0
Investments in unconsolidated subsidiaries .....................................         0
Intangible assets ..............................................................         0
Other assets ...................................................................     1,525
                                                                                    ------

Total assets ...................................................................    13,058
                                                                                    ======

LIABILITIES

Deposits:
    In domestic offices ........................................................         0
        Noninterest-bearing ....................................................         0
        Interest-bearing .......................................................         0
    In foreign offices and Edge subsidiary .....................................         0
        Noninterest-bearing ....................................................         0
        Interest-bearing .......................................................         0
Federal funds purchased and securities sold under
    agreements to repurchase in domestic offices of
    the bank and of its Edge subsidiary ........................................         0
Demand notes issued to the U.S. Treasury and Trading Liabilities ...............         0
Other borrowed money ...........................................................         0
Subordinated notes and debentures ..............................................         0
Bank's liability on acceptances executed and outstanding .......................         0
Other liabilities ..............................................................     7,770

Total liabilities ..............................................................     7,770
                                                                                    ------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ..................................         0
Common stock ...................................................................       500
Surplus ........................................................................       750
Undivided profits and capital reserves/Net unrealized holding gains (losses)....     4,038
Cumulative foreign currency translation adjustments ............................         0

Total equity capital ...........................................................     5,228
                                                                                    ------
Total liabilities and equity capital ...........................................    13,058
                                                                                    ======


                                       5



I, John J. Saniuk, Vice President and Comptroller of the above named bank do
hereby declare that this Report of Condition and Income for this report date
have been prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true to the best of my knowledge
and belief.

                                                   /s/ John J. Saniuk

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.


                                                   /s/ Alan D. Greene
                                                   /s/ Bryan R. Calder
                                                   /s/ Lynda A. Vogel