L 3 COMMUNICATIONS HOLDINGS INC
INDENTURE DATED NOVEMBER 21, 2000
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>INDENTURE DATED NOVEMBER 21, 2000
<TEXT>

<PAGE>



                                                                 EXECUTION COPY
================================================================================


                                    INDENTURE

                                      AMONG

                       L-3 COMMUNICATIONS HOLDINGS, INC.,
                                   THE COMPANY

                                       AND

                         L-3 COMMUNICATIONS CORPORATION,
                    HYGIENETICS ENVIRONMENTAL SERVICES, INC.,
                     L-3 COMMUNICATIONS ILEX SYSTEMS, INC.,
                      L-3 COMMUNICATIONS AYDIN CORPORATION,
                                   MPRI, INC.,
                   L-3 COMMUNICATIONS SPD TECHNOLOGIES, INC.,
                               SPD HOLDINGS, INC.,
                          SPD ELECTRICAL SYSTEMS, INC.,
                              SPD SWITCHGEAR, INC.,
                                 PAC ORD, INC.,
                                 HENSCHEL, INC.,
                              POWER PARAGON, INC.,
                         L-3 COMMUNICATIONS ESSCO, INC.,
                             ELECTRODYNAMICS, INC.,
                       INTERSTATE ELECTRONICS CORPORATION,
                       SOUTHERN CALIFORNIA MICROWAVE INC.,
                 L-3 COMMUNICATIONS STORM CONTROL SYSTEMS, INC.,
                   L-3 COMMUNICATIONS DBS MICROWAVE, INC. AND

                             MICRODYNE CORPORATION,
                                  AS GUARANTORS

                                       AND

                              THE BANK OF NEW YORK,
                                   AS TRUSTEE

              5.25% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2009
                          DATED AS OF NOVEMBER 21, 2000

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



<PAGE>



                             CROSS-REFERENCE TABLE*


Trust Indenture                                                     Indenture
Act Section                                                          Section
-----------                                                         --------
310(a)(1) ..................................................            5.11
   (a)(2) ..................................................            5.11
   (a)(3) ..................................................             n/a
   (a)(4) ..................................................             n/a
   (a)(5) ..................................................            5.11
   (b) .....................................................       5.3; 5.11
   (c) .....................................................             n/a
311(a) .....................................................            5.12
   (b)......................................................            5.12
   (c)......................................................             n/a
312(a)......................................................            2.10
   (b)......................................................            15.3
   (c)......................................................            15.3
313(a)......................................................             5.7
   (b)(1)...................................................             n/a
   (b)(2)...................................................             5.7
   (c)......................................................       5.7; 15.2
   (d)......................................................             5.7
314(a)(1), (2), (3).........................................       9.6; 15.6
   (a)(4)...................................................  9.6; 9.7; 15.6
   (b)......................................................             n/a
   (c)(1)...................................................            15.5
   (c)(2)...................................................            15.5
   (c)(3)...................................................             n/a
   (d)......................................................             n/a
   (e)......................................................            15.6
   (f)......................................................             n/a
315(a)......................................................          5.1(a)
   (b)......................................................       5.6; 15.2
   (c)......................................................          5.1(b)
   (d)......................................................          5.1(c)
   (e)......................................................            4.14
316(a)(last sentence).......................................            2.13
   (a)(1)(A)................................................             4.5
   (a)(1)(B)................................................             4.4
   (a)(2)...................................................             n/a
   (b)......................................................             4.7
   (c)......................................................             7.4

                                        i

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317(a)(1)...................................................             4.8
   (a)(2)...................................................             4.9
   (b)......................................................             2.5
318(a)......................................................             15.1
   (b)......................................................              n/a
   (c)......................................................             15.1

------------
"n/a" means not applicable.

*This Cross-Reference Table shall not, for any purpose, be deemed to be a part
of the Indenture.


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<TABLE>
<CAPTION>

                               TABLE OF CONTENTS
                                                                                                               PAGE
<S>                                                                                                            <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE..............................................................1

Section 1.1       Definitions.....................................................................................1
Section 1.2       Incorporation by Reference of Trust Indenture Act..............................................13
Section 1.3       Rules of Construction..........................................................................14

ARTICLE 2 THE SECURITIES.........................................................................................14

Section 2.1       Title and Terms................................................................................14
Section 2.2       Form of Securities.............................................................................15
Section 2.3       Legends........................................................................................16
Section 2.4       Execution, Authentication, Delivery and Dating.................................................21
Section 2.5       Registrar and Paying Agent.....................................................................22
Section 2.6       Paying Agent to Hold Assets in Trust...........................................................23
Section 2.7       General Provisions Relating to Transfer and Exchange...........................................23
Section 2.8       Book-Entry Provisions for the Global Securities................................................24
Section 2.9       Special Transfer Provisions....................................................................25
Section 2.10      Holder Lists...................................................................................27
Section 2.11      Persons Deemed Owners..........................................................................27
Section 2.12      Mutilated, Destroyed, Lost or Stolen Securities................................................27
Section 2.13      Treasury Securities............................................................................28
Section 2.14      Temporary Securities...........................................................................28
Section 2.15      Cancellation...................................................................................29
Section 2.16      CUSIP Numbers..................................................................................29
Section 2.17      Defaulted Interest.............................................................................29

ARTICLE 3 SATISFACTION AND DISCHARGE.............................................................................29

Section 3.1       Satisfaction and Discharge of Indenture........................................................29
Section 3.2       Deposited Monies to be Held in Trust...........................................................31
Section 3.3       Return of Unclaimed Monies.....................................................................31

ARTICLE 4 DEFAULTS AND REMEDIES..................................................................................31

Section 4.1       Events of Default..............................................................................31
Section 4.2       Acceleration of Maturity; Rescission and Annulment.............................................32
Section 4.3       Other Remedies.................................................................................33
Section 4.4       Waiver of Past Defaults........................................................................33
Section 4.5       Control by Majority............................................................................33
Section 4.6       Limitation on Suit.............................................................................34
Section 4.7       Unconditional Rights of Holders to Receive Payment and to Convert..............................34
Section 4.8       Collection of Indebtedness and Suits for Enforcement by the Trustee............................35
Section 4.9       Trustee May File Proofs of Claim...............................................................35
Section 4.10      Restoration of Rights and Remedies.............................................................36
Section 4.11      Rights and Remedies Cumulative.................................................................36
Section 4.12      Delay or Omission Not Waiver...................................................................36
Section 4.13      Application of Money Collected.................................................................36
Section 4.14      Undertaking for Costs..........................................................................37
Section 4.15      Waiver of Stay or Extension Laws...............................................................37

ARTICLE 5 THE TRUSTEE............................................................................................37

Section 5.1       Certain Duties and Responsibilities............................................................37
Section 5.2       Certain Rights of Trustee......................................................................39
Section 5.3       Individual Rights of Trustee...................................................................40
Section 5.4       Money Held in Trust............................................................................40
Section 5.5       Trustee's Disclaimer...........................................................................40
Section 5.6       Notice of Defaults.............................................................................40
Section 5.7       Reports by Trustee to Holders..................................................................41
</TABLE>

                                      iii

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<TABLE>

<S>                                                                                                             <C>
Section 5.8       Compensation and Indemnification...............................................................41
Section 5.9       Replacement of Trustee.........................................................................41
Section 5.10      Successor Trustee by Merger, Etc...............................................................42
Section 5.11      Corporate Trustee Required; Eligibility........................................................42
Section 5.12      Collection of Claims Against the Company.......................................................43

ARTICLE 6 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE...................................................43

Section 6.1       Company May Consolidate, Etc., Only on Certain Terms...........................................43
Section 6.2       Successor Corporation Substituted..............................................................44

ARTICLE 7 AMENDMENTS, SUPPLEMENTS AND WAIVERS....................................................................44

Section 7.1       Without Consent of Holders of Securities.......................................................44
Section 7.2       With Consent of Holders of Securities..........................................................45
Section 7.3       Compliance with Trust Indenture Act............................................................46
Section 7.4       Revocation of Consents and Effect of Consents or Votes.........................................46
Section 7.5       Notation on or Exchange of Securities..........................................................46
Section 7.6       Trustee to Sign Amendment, Etc.................................................................47

ARTICLE 8 MEETING OF HOLDERS OF SECURITIES.......................................................................47

Section 8.1       Purposes for Which Meetings May Be Called......................................................47
Section 8.2       Call Notice and Place of Meetings..............................................................47
Section 8.3       Persons Entitled to Vote at Meetings...........................................................47
Section 8.4       Quorum; Action.................................................................................48
Section 8.5       Determination of Voting Rights; Conduct and Adjournment of Meetings............................48
Section 8.6       Counting Votes and Recording Action of Meetings................................................49

ARTICLE 9 COVENANTS..............................................................................................49

Section 9.1       Payment of Principal, Premium and Interest.....................................................49
Section 9.2       Maintenance of Offices or Agencies.............................................................49
Section 9.3       Corporate Existence............................................................................50
Section 9.4       Maintenance of Properties......................................................................50
Section 9.5       Payment of Taxes and Other Claims..............................................................50
Section 9.6       Reports........................................................................................51
Section 9.7       Compliance Certificate.........................................................................51
Section 9.8       Resale of Certain Securities...................................................................51
Section 9.9       Liquidated Damages.............................................................................51

ARTICLE 10 REDEMPTION OF SECURITIES..............................................................................52

Section 10.1      [Reserved].....................................................................................52
Section 10.2      Optional Redemption............................................................................52
Section 10.3      Notice to Trustee..............................................................................52
Section 10.4      Selection of Securities to Be Redeemed.........................................................52
Section 10.5      Notice of Redemption...........................................................................53
Section 10.6      Effect of Notice of Redemption.................................................................54
Section 10.7      Deposit of Redemption Price....................................................................54
Section 10.8      Securities Redeemed in Part....................................................................54

ARTICLE 11 REPURCHASE AT THE OPTION OF A HOLDER UPON A CHANGE OF CONTROL.........................................55

Section 11.1      Repurchase Right...............................................................................55
Section 11.2      Conditions to the Company's Election to Pay the Repurchase Price in Common Stock...............55
Section 11.3      Notices; Method of Exercising Repurchase Right, Etc............................................56

ARTICLE 12 CONVERSION OF SECURITIES..............................................................................59

Section 12.1      Conversion Right and Conversion Price..........................................................59

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                                       iv

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<TABLE>


<S>                                                                                                             <C>
Section 12.2      Exercise of Conversion Right...................................................................59
Section 12.3      Fractions of Shares............................................................................60
Section 12.4      Adjustment of Conversion Price.................................................................60
Section 12.5      Notice of Adjustments of Conversion Price......................................................69
Section 12.6      Notice Prior to Certain Actions................................................................69
Section 12.7      Company to Reserve Common Stock................................................................70
Section 12.8      Taxes on Conversions...........................................................................70
Section 12.9      Covenant as to Common Stock....................................................................70
Section 12.10     Cancellation of Converted Securities...........................................................70
Section 12.11     Effect of Reclassification, Consolidation, Merger or Sale......................................71
Section 12.12     Responsibility of Trustee for Conversion Provisions............................................72

ARTICLE 13 SUBORDINATION.........................................................................................72

Section 13.1      Agreement to Subordinate.......................................................................72
Section 13.2      Liquidation; Dissolution; Bankruptcy...........................................................72
Section 13.3      Default on Designated Senior Debt..............................................................73
Section 13.4      Acceleration of Securities.....................................................................73
Section 13.5      When Distribution Must Be Paid Over............................................................73
Section 13.6      Notice by Company..............................................................................74
Section 13.7      Subrogation....................................................................................74
Section 13.8      Relative Rights................................................................................74
Section 13.9      Subordination May Not Be Impaired by Company...................................................75
Section 13.10     Distribution or Notice to Representative.......................................................75
Section 13.11     Rights of Trustee and Paying Agent.............................................................75
Section 13.12     Authorization to Effect Subordination..........................................................75
Section 13.13     Antilayering Provision.........................................................................76
Section 13.14     Amendments.....................................................................................76

ARTICLE 14 SUBSIDIARY GUARANTEES.................................................................................76

Section 14.1      Agreement to Guarantee.........................................................................76
Section 14.2      Execution and Delivery of Guarantees...........................................................77
Section 14.3      Guarantors May Consolidate, Etc. on Certain Terms..............................................78
Section 14.4      Releases.......................................................................................79
Section 14.5      No Recourse Against Others.....................................................................79
Section 14.6      Subordination of Subsidiary Guarantees; Anti-layering..........................................80
Section 14.7      Future Subsidiary Guarantees...................................................................80

ARTICLE 15 OTHER PROVISIONS OF GENERAL APPLICATION...............................................................80

Section 15.1      Trust Indenture Act Controls...................................................................80
Section 15.2      Notices........................................................................................80
Section 15.3      Communication by Holders with Other Holders....................................................81
Section 15.4      Acts of Holders of Securities..................................................................81
Section 15.5      Certificate and Opinion as to Conditions Precedent.............................................82
Section 15.6      Statements Required in Certificate or Opinion..................................................82
Section 15.7      Effect of Headings and Table of Contents.......................................................83
Section 15.8      Successors and Assigns.........................................................................83
Section 15.9      Separability Clause............................................................................83
Section 15.10     Benefits of Indenture..........................................................................83
Section 15.11     Section Governing Law..........................................................................83
Section 15.12     Counterparts...................................................................................83
Section 15.13     Legal Holidays.................................................................................84
Section 15.14     Recourse Against Others........................................................................84

</TABLE>


                                       v

<PAGE>

EXHIBITS

     EXHIBIT A:     Form of Security

































                                       vi


<PAGE>


                  This INDENTURE dated as of November 21, 2000, among L-3
Communications Holdings, Inc, a Delaware corporation (the "Company"), and L-3
Communications Corporation, a Delaware corporation ("L-3 Communications"),
Hygienetics Environmental Services, Inc., a Delaware corporation, L-3
Communications ILEX Systems, Inc, a Delaware corporation, L-3 Communications
Aydin Corporation, a Delaware corporation, MPRI, Inc., a Delaware corporation,
L-3 Communications SPD Technologies, Inc., a Delaware corporation, SPD Holdings,
Inc., a Delaware corporation, SPD Electrical Systems, Inc., a Delaware
corporation, SPD Switchgear, Inc., a Delaware corporation, Pac Ord, Inc., a
Delaware corporation, Henschel, Inc., a Delaware corporation, Power Paragon,
Inc., a Delaware corporation, L-3 Communications ESSCO, Inc., a Delaware
corporation, Electrodynamics, Inc., an Arizona Corporation, Interstate
Electronics Corporation, a California Corporation, Southern California Microwave
Inc, a California corporation, L-3 Communications Storm Control Systems, Inc., a
California corporation, L-3 Communications DBS Microwave, Inc., a California
corporation and Microdyne Corporation, a Maryland corporation (collectively,
including L-3 Communications, the "Guarantors"), and The Bank of New York, a New
York banking corporation, as trustee (the "Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the creation of an issue of
its 5.25% Convertible Senior Subordinated Notes due 2009 guaranteed by the
Guarantors (herein called the "Securities") of substantially the tenor and
amount hereinafter set forth, and to provide therefor the Company and the
Guarantors have 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 the Guarantors, and to make
this Indenture a valid agreement of the Company and the Guarantors, in
accordance with their and its terms, 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 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1   DEFINITIONS.

                  For all purposes of this Indenture and the Securities, the
following terms are defined as follows:

                  "Act," when used with respect to any Holder of a Security, has
         the meaning specified in Section 15.4(a).

                  "Adjusted Interest Rate" means, with respect to any Reset
         Transaction, the rate per annum that is the arithmetic average of the
         rates quoted by two Reference Dealers selected by the Company or its
         successor as the rate at which interest on the Securities should accrue
         so that the fair market value, expressed in Dollars, of a Security
         immediately after the later of:

                       (1) the public announcement of such Reset Transaction;
                  or

<PAGE>


                       (2) the public announcement of a change in dividend
                  policy in connection with such Reset Transaction;

         will most closely equal the average Trading Price of a Security for the
         20 Trading Days preceding the date of public announcement of such Reset
         Transaction; provided that the Adjusted Interest Rate shall not be less
         than 5.25% per annum.

                  "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" has the meaning stated in Section 2.8.

                  "Bankruptcy Law" means Title 11 of the U.S. Code or any
         similar federal or state law for the relief of debtors.

                  "Beneficial Owner" shall mean any person who is considered a
         beneficial owner of a security in accordance with Rule 13(d)(3)
         promulgated by the SEC under the Exchange Act.

                  "Board of Directors" means either the board of directors of
         the Company or, except with respect to paragraph (3) under the
         definition of "Change of Control," any committee of that board
         empowered to act for it with respect to this Indenture.

                  "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 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
         or Place of Conversion, means each Monday, Tuesday, Wednesday, Thursday
         and Friday that is not a day on which banking institutions in that
         Place of Payment or Place of Conversion, as the case may be, are
         authorized or obligated by law to close.

                  "Change of Control" means the occurrence of any of the
         following after the date of this Indenture:

                           (1) the sale, lease, transfer, conveyance or other
                  disposition (other than by way of merger or consolidation), in
                  one or a series of related transactions, of all or
                  substantially all of the assets of the Company and its
                  subsidiaries (other than the Excluded Subsidiaries) taken as a
                  whole to any "person" (as such term is used in Section
                  13(d)(3) of the Exchange Act) other than the Principals or
                  their Related Parties;

                           (2) the consummation of any transaction (including,
                  without limitation, any merger or consolidation) the result of
                  which is that any "person" (as defined above), other than the
                  Principals and their Related Parties, becomes the "beneficial
                  owner," directly or indirectly, of more than 50% of the Voting
                  Stock of the Company (measured by voting power rather than
                  number of shares);



                                       2
<PAGE>

                           (3) the first day on which a majority of the members
                  of the Board of Directors of the Company are not Continuing
                  Directors; or

                           (4) the consolidation or merger of the Company with
                  or into any other person, any merger of another person into
                  the Company, or any conveyance, transfer, sale, lease or other
                  disposition of all or substantially all of the properties and
                  assets of the Company and its subsidiaries (other than the
                  Excluded Subsidiaries) taken as a whole to another person,
                  other than:

                               (a)  any transaction:

                                    (i)     that does not result in any
                                            reclassification, conversion,
                                            exchange or cancellation of
                                            outstanding shares of the Company's
                                            capital stock; and

                                    (ii)    pursuant to which holders of the
                                            Company's capital stock immediately
                                            prior to such transaction have the
                                            entitlement to exercise, directly or
                                            indirectly, 50% or more of the total
                                            voting power of all shares of the
                                            Company's capital stock entitled to
                                            vote generally in elections of
                                            directors of the continuing or
                                            surviving person immediately after
                                            giving effect to such issuance; and

                               (b) any merger solely for the purpose of changing
                           the Company's jurisdiction of incorporation and
                           resulting in a reclassification, conversion or
                           exchange of outstanding shares of common stock solely
                           into shares of common stock of the surviving entity.

         Notwithstanding the foregoing, a Change of Control will be deemed not
to have occurred if:

                  (1) the Trading Price per share of the Company's Common Stock
         for any five Trading Days within:

                               (a) the period of 10 consecutive Trading Days
                           ending immediately after the later of the Change of
                           Control or the public announcement of the Change of
                           Control, in the case of a Change of Control under
                           clause (1) above; or

                               (b) the period of 10 consecutive Trading Days
                           ending immediately before the Change of Control, in
                           the case of a Change of Control under clause (2)
                           above,

                  equals or exceeds 110% of the conversion price of the
                  Securities in effect on each such Trading Day; or

               (2) at least 90% of the consideration in the transaction or
          transactions constituting a Change of Control consists of shares of
          common stock traded or to be traded immediately following such Change
          of Control on a national securities exchange or the Nasdaq National
          Market and, as a result of the transaction or transactions, the
          Securities become convertible solely into such common stock (and any
          rights attached thereto).



                                       3
<PAGE>

                  "Clearstream" means Clearstream Banking, societe anonyme
                  (formerly Cedelbank).

                  "Common Stock" means any stock of any class of the Company
         that has no preference in respect of dividends or of amounts payable in
         the event of any voluntary or involuntary liquidation, dissolution or
         winding up of the Company and that is not subject to redemption by the
         Company. However, subject to the provisions of Section 12.11, shares
         issuable on conversion of Securities shall include only shares of the
         class designated as Common Stock, par value $0.01 per share, of the
         Company at the date of this Indenture or shares of any class or classes
         resulting from any reclassification or reclassifications thereof and
         that have no preference in respect of dividends or of amounts payable
         in the event of any voluntary or involuntary liquidation, dissolution
         or winding up of the Company and that are not subject to redemption by
         the Company; provided, however, that if at any time there shall be more
         than one such resulting class, the shares of each such class then so
         issuable shall be substantially in the proportion which the total
         number of shares of such class resulting from all such
         reclassifications bears to the total number of shares of all such
         classes resulting from all such reclassifications.

                  "Company" means the corporation named as the "Company" in the
         first paragraph of this Indenture 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 11.3.

                  "Company Order" means a written order signed in the name of
         the Company by both (1) the Chairman of the Board, the Chief Executive
         Officer, the President or a Vice President and (2) so long as not the
         same as the officer signing pursuant to clause (1), the Chief Financial
         Officer, the Controller, the Treasurer or the Secretary of the Company,
         and delivered to the Trustee.

                  "Continuing Directors" means, as of any date of determination,
         any member of the Board of Directors of the Company who:

                  (1) was a member of the Board of Directors on May 22, 1998; or

                  (2) was nominated for election or elected to the Board of
               Directors with the approval of a majority of the Continuing
               Directors who were members of the Board at the time of the new
               director's nomination or election.

                  "Conversion Agent" means any Person authorized by the Company
         to convert Securities in accordance with Article 12.

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

                  "Corporate Trust Office" means for purposes of presentation or
         surrender of Securities for payment, registration, transfer, exchange
         or conversion or for service of notices or demands upon the Company or
         for any other purpose of this Indenture, the principal office of the
         Trustee located at 101 Barclay Street, Floor 21 West, New York, New
         York 10286, attention: Corporate Trust Administration.

                  "corporation" means corporations, associations, limited
         liability companies, companies and business trusts.



                                       4
<PAGE>

         "Current Market Price" has the meaning set forth in Section 12.4(g).

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

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

         "Defaulted Interest" has the meaning specified in Section 2.17.

         "Depositary" means The Depository Trust Company, its nominees and their
respective successors.

         "Designated Senior Debt" means:

                  (1) any Senior Debt outstanding under any credit facility; and

                  (2) any other Senior Debt permitted under this Indenture, the
         principal amount of which is $25.0 million or more and that has been
         designated by the Company as "Designated Senior Debt."

         "Dividend Yield" on any security for any period means the dividends
paid or proposed to be paid pursuant to an announced dividend policy on such
security for such period divided by, if with respect to dividends paid on such
security, the average Trading Price of such security during such period and, if
with respect to dividends proposed to be paid on such security, the Trading
Price of such security on the effective date of the related Reset Transaction.

         "Dollar," "U.S. 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.

         "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
Office, as operator of the Euroclear System.

         "Event of Default" has the meaning specified in Section 4.1.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Excluded Subsidiary" means any Subsidiary of the Company or of L-3
Communications that has been designated by the Board of Directors as an
Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent
that such Subsidiary has been designated as, or, if the indentures governing the
Outstanding Senior Subordinated Notes are no longer in effect, could have been
designated as, an "Unrestricted Subsidiary" pursuant to the terms of the
indentures governing any of the Outstanding Senior Subordinated Notes as the
same are in effect on the date of this Indenture (whether or not those
indentures are subsequently amended, waived, modified or terminated or expire
and whether or not any of those Notes continue to be outstanding).

         "Expiration Time" has the meaning specified in Section 12.4(f).

         "fair market value" has the meaning set forth in Section 12.4(g).



                                       5
<PAGE>

         "Global Security" has the meaning specified in Section 2.2(b).

         "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtednes.

         "Guarantees" means the obligations of the Guarantors described herein.

         "Guarantors" means each person listed in the preamble to this Indenture
as a Guarantor, each Subsidiary of the Company that executes a Guarantee in
accordance with the provisions of this Indenture, their respective successors
and assigns and any and all future domestic Subsidiaries of the Company, other
than any Subsidiary that are properly designated an "Excluded Subsidiary" by the
Company in accordance with the terms of that definition.

         "Holder," when used with respect to any Security, including any Global
Security, means the Person in whose name the Security is registered in the
Register.

         "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect to borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or banker's acceptances
or representing capital lease obligations or the balance deferred and unpaid of
the purchase price of any property or representing any hedging obligations,
except any such balance that constitutes an accrued expense or trade payable, if
and to the extent any of the foregoing indebtedness (other than letters of
credit and hedging obligations) would appear as a liability upon a balance sheet
of such Person prepared in accordance with GAAP, as well as all indebtedness of
others secured by a lien on any assets of such Person (whether or not such
indebtedness is assumed by such Person) and, to the extent not otherwise
included, the guarantee by such person of any indebtedness of any other Person.
The amount of any Indebtedness outstanding as of any date shall be:

                  (1) the accreted value thereof, in the case of any
         Indebtedness that does not require current payments of interest; and

                  (2) the principal amount thereof, together with any interest
         thereon that is more than 30 days past due, in the case of any other
         Indebtedness.

         "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.

         "Initial Purchaser" means Lehman Brothers Inc.

         "Interest Payment Date" means each of June 1 and December 1; provided,
however, that if any such date is not a Business Day, the Interest Payment Date
shall be the next succeeding Business Day.

         "Interest Rate" means, (a) if a Reset Transaction has not occurred,
5.25% per annum, or (b) following the occurrence of a Reset Transaction, the
Adjusted Interest Rate related to such Reset Transaction to, but not including
the effective date of any succeeding Reset Transaction.



                                       6
<PAGE>

                  "Liquidated Damages" means all amounts, if any, payable
pursuant to Section 3 of the Registration Rights Agreement.

                  "L-3 Communications" means L-3 Communications Corporation, a
Delaware corporation and a wholly-owned subsidiary of the Company.

                  "Maturity" 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 acceleration, conversion, call for redemption, exercise of
a Repurchase Right or otherwise.

                  "Nasdaq National Market" means the National Association of
Securities Dealers Automated Quotation National Market or any successor national
securities exchange or automated over-the-counter trading market in the United
States.

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

                  "Obligations" means any principal, premium (if any), interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization, whether or not a claim for post-filing
interest is allowed in such proceeding), penalties, fees, charges, expenses,
indemnifications, reimbursement obligations, damages (including Liquidated
Damages), guarantees and other liabilities or amounts payable under the
documentation governing any Indebtedness or in respect thereto.

                  "Officer" of the Company or any Guarantor means the Chairman
of the Board, the Chief Executive Officer, the President, the Chief Financial
Officer, the Treasurer, the Controller, any Vice President or the Secretary of
the Company or such Guarantor.

                  "Officers' Certificate" means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 15.5 hereof.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel to the Company (and may include directors or employees of the
Company) and who is acceptable to the Trustee, which acceptance shall not be
unreasonably withheld.

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

                  (1) previously canceled by the Trustee or delivered to the
         Trustee for cancellation;

                  (2) for the payment or redemption of which money in the
         necessary amount has been previously 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 of such Securities; provided, however,
         that if such Securities are to be redeemed, notice of such redemption
         has been duly given pursuant to this Indenture; and



                                       7
<PAGE>

                  (3) that have been paid in exchange for or in lieu of other
         Securities which 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.

                  "Outstanding Senior Subordinated Notes" means the 10% Senior
Subordinated Notes due 2007, 8 1/2% Senior Subordinated Notes due 2008 and 8%
Senior Subordinated Notes due 2008 issued by L-3 Communications and guaranteed
by certain of its subsidiaries.

                  "Paying Agent" has the meaning specified in Section 2.5.

                  "Payment Blockage Notice" has the meaning specified in Section
13.3(ii).

                  "Permitted Junior Securities" means Equity Interests in the
Company or debt securities that are subordinated to all Senior Debt of the
Company and the Guarantors (and any debt securities issued in exchange for such
Senior Debt) to substantially the same extent as, or to a greater extent than,
the Securities and the Guarantees are subordinated to such Senior Debt pursuant
to this Indenture.

                  "Person" means any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust,
estate, unincorporated organization or government or any agency or political
subdivision thereof, and shall include any syndicate or group that would be
deemed to be a person under Section 13(d)(3) of the Exchange Act.

                  "Physical Securities" means Securities issued in definitive,
fully registered form without interest coupons, substantially in the form of
Exhibit A hereto, with the applicable legends as provided in Section 2.3.

                  "Place of Conversion" means any city in which any Conversion
Agent is located.

                  "Place of Payment" means any city in which any Paying Agent is
located.

                  "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 2.12 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.

                  "Principals" means Lehman Brothers Holding Inc. and any of its
affiliates, Lockheed Martin, Frank C. Lanza and Robert V. LaPenta.

                  "Purchase Agreement" means the Purchase Agreement, dated
November 16, 2000, between the Company and the Initial Purchaser.

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

                  "Record Date" means either a Regular Record Date or a Special
Record Date, as the case may be; provided that, for purposes of Section 12.4,
Record Date has the meaning specified in 12.4(g).



                                       8
<PAGE>

                  "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 such Security is to be redeemed pursuant
to this Indenture.

                  "Reference Dealer" means a dealer engaged in the trading of
convertible securities.

                  "Reference Period" has the meaning set forth in Section
12.4(d).

                  "Register" has the meaning specified in Section 2.5.

                  "Registrar" has the meaning specified in Section 2.5.

                  "Registration Rights Agreement" means the Resale Registration
Rights Agreement dated as of November 21, 2000, among the Company, the
Guarantors and the Initial Purchaser.

                  "Registration Statement" has the meaning specified in the
Registration Rights Agreement.

                  "Regular Record Date" for the interest on the Securities
(including Liquidated Damages, if any) means the May 15 (whether or not a
Business Day) next preceding an Interest Payment Date on June 1 and the November
15 (whether or not a Business Day) next preceding an Interest Payment Date on
December 1.

                  "Regulation S" means Regulation S under the Securities Act.

                  "Related Party" with respect to any Principal means:

                           (1) any controlling stockholder, 50% (or more) owned
                  Subsidiary, or spouse or immediate family member (in the case
                  of an individual) of such Principal; or

                           (2) any trust, corporation, partnership or other
                  entity, the beneficiaries, stockholders, partners, owners or
                  Persons beneficially holding a more than 50% controlling
                  interest of which consist of such Principal and/or such other
                  Persons referred to in clause (1) above.

                  "Repurchase Date" has the meaning specified in Section 11.1.

                  "Repurchase Price" has the meaning specified in Section 11.1.

                  "Repurchase Right" has the meaning specified in Section 11.1.

                  "Reset Transaction" means (i) a merger, consolidation or
statutory share exchange to which the entity that is the issuer of the Common
Stock into which the Securities are then convertible is a party, (ii) a sale of
all or substantially all the assets of that entity, (iii) a recapitalization of
that Common Stock or (iv) a distribution described in Section 12.4(d), in each
case if after the effective date of the transaction or distribution the
Securities would be convertible into:



                                       9
<PAGE>

                  (1) shares of an entity the common stock of which had a
         Dividend Yield for the four fiscal quarters of such entity immediately
         preceding the public announcement of such transaction or distribution
         that was more than 2.5% higher then the Dividend Yield on the Common
         Stock (or other common stock then issuable upon conversion of the
         Securities) for the four fiscal quarters preceding the public
         announcement of such transaction or distribution; or

                  (2) shares of an entity that announces a dividend policy prior
         to the effective date of such transaction or distribution which policy,
         if implemented, would result in a Dividend Yield on such entity's
         common stock for the next four fiscal quarters that would result in
         such a 2.5% increase.

         "Responsible Officer," when used with respect to the Trustee, means any
officer in the Corporate Trust Office of the Trustee and also means, with
respect to a particular corporate trust matter, any other officer of the Trustee
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

         "Restricted Securities" means the Securities defined as such in Section
2.3.

         "Restricted Securities Legend" has the meaning set forth in Section
2.3(a).

         "Rule 144" means Rule 144 under the Securities Act (including any
successor rule thereof), as the same may be amended from time to time.

         "Rule 144A" means Rule 144A as promulgated under the Securities Act
(including any successor rule thereof), as the same may be amended from time to
time.

         "SEC" means the Securities and Exchange Commission.

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

         "Securities Act" means the Securities Act of 1933, as amended.

         "Senior Debt" means :

                  (1) all Indebtedness of the Company outstanding under credit
         facilities and all hedging obligations with respect thereto;

                  (2) any other Indebtedness permitted to be incurred by the
         Company under the terms of this Indenture, unless the instrument under
         which such Indebtedness is incurred expressly provides that it is on a
         parity with or subordinated in right of payment to the Securities; and

                  (3) all principal, premium (if any), interest (including
         interest accruing on or after the filing of any petition in bankruptcy
         or for reorganization, whether or not a claim for post-filing interest
         is allowed in such proceeding), penalties, fees, charges, expenses,
         indemnification, reimbursement obligations, damages, guarantees and
         other liabilities or amounts payable under the documentation governing
         any Indebtedness referred to in either clause (1) or clause (2) above.



                                       10
<PAGE>

Notwithstanding anything to the contrary in the foregoing, Senior Debt will not
include:

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

                  (2) any Indebtedness of the Company to any of its Subsidiaries
         or other Affiliates (other than Lehman Brothers Inc. and its
         affiliates);

                  (3) any trade payables; or

                  (4) any Indebtedness that is incurred in violation of this
         Indenture.

         "Senior Debt of a Guarantor" means:

                  (1) all Indebtedness of the Guarantors outstanding under
         credit facilities and all hedging obligations with respect thereto;

                  (2) any other Indebtedness permitted to be incurred by the
         Guarantors under the terms of this Indenture, unless the instrument
         under which such Indebtedness is incurred expressly provides that it is
         on a parity with or subordinated in right of payment to the Guarantees
         of the Securities; and

                  (3) all principal, premium (if any), interest (including
         interest accruing on or after the filing of any petition in bankruptcy
         or for reorganization, whether or not a claim for post-filing interest
         is allowed in such proceeding), penalties, fees, charges, expenses,
         indemnification, reimbursement obligations, damages, guarantees and
         other liabilities or amounts payable under the documentation governing
         any Indebtedness referred to in either clause (1) or clause (2) above.

Notwithstanding anything to the contrary in the foregoing, Senior Debt of a
Guarantor will not include:

                  (1) any liability for federal, state, local or other taxes
         owed or owing by that Guarantor;

                  (2) any Indebtedness of that Guarantor to any of its
         Subsidiaries or other Affiliates;

                  (3) any trade payables; or

                  (4) any obligations with respect to the Outstanding Senior
         Subordinated Notes of L-3 Communications (and the related guarantees).

         "Significant Subsidiary" means any Subsidiary which is a "significant
subsidiary" within the meaning of Rule 405 under the Securities Act.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 2.17.



                                       11
<PAGE>

         "Stated Maturity" means the date specified in any Security as the fixed
date for the payment of principal on such Security or on which an installment of
interest (including Liquidated Damages, if any) on such Security 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 only, "voting stock" means
stock which ordinarily has voting power for the election of directors, whether
at all times or only so long as no senior class of stock has such voting power
by reason of any contingency.

         "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S. Code
Section 77aaa-77bbbb), as in effect on the date of this Indenture; provided,
however, that in the event the TIA is amended after such date, "TIA" means, to
the extent such amendment is applicable to this Indenture, the Trust Indenture
Act of 1939, as so amended, or any successor statute.

         "Trading Day" means:

                  (1) if the applicable security is listed or admitted for
         trading on the New York Stock Exchange or another national security
         exchange, a day on which the New York Stock Exchange or such other
         national security exchange is open for business;

                  (2) if the applicable security is quoted on the Nasdaq
         National Market, a day on which trades may be made thereon; or

                  (3) if the applicable security is not so listed, admitted for
         trading or quoted, any day other than a Saturday or Sunday or a day on
         which banking institutions in the State of New York are authorized or
         obligated by law or executive order to close.

         "Trading Price" of a security on any date of determination means:

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

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

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

                  (4) if such security is not so reported, the last price quoted
         by Interactive Data Corporation for such security or, if Interactive
         Data Corporation is not quoting such price, a similar quotation service
         selected by the Company;

                  (5) if such security is not so quoted, the average of the
         mid-point of the last bid and ask prices for such security from at
         least two dealers recognized as market-makers for such security; or



                                       12
<PAGE>

                  (6) if such security is not so quoted, the average of the last
         bid and ask prices for such security from a Reference Dealer.

         "Transfer Agent" means any Person, which may be the Company, authorized
by the Company to exchange or register the transfer of Securities.

         "Trigger Event" has the meaning specified in Section 12.4(d).

         "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.

         "U.S. Government Obligations" means: (1) direct obligations of the
United States of America for the payment of which the full faith and credit of
the United States of America is pledged or (2) obligations of a person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America, the payment of which is unconditionally guaranteed as
a full faith and credit obligation by the United States of America and which in
either case, are non-callable at the option of the issuer thereof.

         "Vice President," when used with respect to the Company, means any vice
president, whether or not designated by a number or a word or words added before
or after the title "vice president."

         "Voting Stock" means, at any time, the capital stock that is entitled
to vote in the election of the Board of Directors at that time.

SECTION 1.2 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

         The following TIA terms used in this Indenture have the following
meanings:

         "indenture securities" means the Securities;

         "indenture security holder" means a Holder;

         "indenture to be qualified" means this Indenture;

         "indenture trustee" or "institutional trustee" means the Trustee; and

         "obligor" on the Securities means the Company and any other obligor on
the indenture securities.

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



                                       13
<PAGE>

SECTION 1.3       RULES OF CONSTRUCTION.

         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 accounting principles
         generally accepted in the United States prevailing at the time of any
         relevant computation hereunder; 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.

                                   ARTICLE 2

                                 THE SECURITIES

SECTION 2.1       TITLE AND TERMS.

         (a) The Securities shall be known and designated as the "5.25%
Convertible Senior Subordinated Notes due 2009" of the Company. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is limited to $250,000,000 (or $300,000,000 if the over-allotment
option set forth in Section 2 of the Purchase Agreement is exercised in full),
except for Securities authenticated and delivered upon registration of, transfer
of, or in exchange for, or in lieu of other Securities pursuant to Section 2.7,
2.8, 2.9, 2.12, 7.5, 10.7, 11.1 or 12.2. The Securities shall be issuable in
denominations of $1,000 or integral multiples thereof.

         (b) The Securities shall mature on June 1, 2009.

         (c) Interest shall accrue from and including November 21, 2000 at the
Interest Rate until the principal thereof is paid or made available for payment.
Interest shall be payable semiannually in arrears on June 1 and December 1 in
each year, commencing June 1, 2001.

         (d) Interest on the Securities shall be computed (i) for any full
semi-annual period for which a particular Interest Rate is applicable, on the
basis of a 360-day year of twelve 30-day months and (ii) for any period for
which a particular Interest Rate is applicable shorter than a full semiannual
period for which interest is calculated, on the basis of a 30-day month and, for
such periods of less than a month, the actual number of days elapsed over a
30-day month. For purposes of determining the Interest Rate, the Trustee may
assume that a Reset Transaction has not occurred unless the Trustee has received
an Officers' Certificate stating that a Reset Transaction has occurred and
specifying the Adjusted Interest Rate then in effect.

         (e) A Holder of any Security at the close of business on a Regular
Record Date shall be entitled to receive interest (including Liquidated Damages,
if any) on such Security on the corresponding Interest Payment Date. A Holder of
any Security which is converted after the close of business on a Regular Record
Date and prior to the corresponding Interest Payment Date (other than any
Security whose Maturity is prior to such Interest Payment Date) shall be
entitled to receive interest on the


                                       14
<PAGE>

principal amount of such Security, notwithstanding the conversion of such
Security prior to such Interest Payment Date. However, any such Holder which
surrenders any such Security for conversion during the period between the close
of business on such Regular Record Date and ending with the opening of business
on the corresponding Interest Payment Date shall be required to pay the Company
an amount equal to the interest on the principal amount of such Security so
converted, which is payable by the Company to such Holder on such Interest
Payment Date, at the time such Holder surrenders such Security for conversion.
Notwithstanding the foregoing, any such Holder which surrenders for conversion
any Security which has been called for redemption by the Company on a date that
is after a Record Date but prior to the corresponding Interest Payment Date in a
notice of redemption given by the Company pursuant to Section 10.5 shall be
entitled to receive (and retain) such interest and need not pay the Company an
amount equal to the interest on the principal amount of such Security so
converted at the time such Holder surrenders such Security for conversion.

         (f) Principal of, and premium, if any, and interest (including
Liquidated Damages, if any) on, Global Securities shall be payable to the
Depositary in immediately available funds.

         (g) Principal and premium, if any, on Physical Securities shall be
payable in immediately available funds or, at the option of the Company, at the
office or agency of the Company maintained for such purpose, initially the
Corporate Trust Office of the Trustee. Interest (including Liquidated Damages,
if any) on Physical Securities will be payable (i) to Holders having an
aggregate principal amount of $5,000,000 or less, by check mailed to the holders
of these notes and (ii) to Holders having an aggregate principal amount of more
than $5,000,000, either by check mailed to each Holder or, upon application by a
Holder to the Registrar not later than the relevant Record Date, by wire
transfer in immediately available funds to that Holder's account within the
United States, which application shall remain in effect until the Holder
notifies, in writing, the Registrar to the contrary.

         (h) The Securities shall be redeemable at the option of the Company as
provided in Article 10.

         (i) The Securities shall be repurchaseable by the Company at the option
of Holders as provided in Article 11.

         (j) The Securities shall be convertible at the option of the Holders as
provided in Article 12.

         (k) The Securities shall be subordinated in right of payment to Senior
Debt of the Company as provided in Article 13.

         (l) The Securities shall be jointly and severally guaranteed by the
Guarantors as provided in Article 14.

SECTION 2.2       FORM OF SECURITIES.

         (a) Except as otherwise provided pursuant to this Section 2.2, the
Securities are issuable in fully registered form without coupons in
substantially the form of Exhibit A hereto, with such applicable legends as are
provided for in Section 2.3. The Securities are not issuable in bearer form. The
terms and provisions contained in the form of Security shall constitute, and are
hereby expressly made, a part of this Indenture and to the extent applicable,
the Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. Any of the
Securities may have such letters, numbers or other marks of identification and
such notations, legends


                                       15
<PAGE>

and endorsements as the officers executing the same may approve (execution
thereof to be conclusive evidence of such approval) and as are not inconsistent
with the provisions of this Indenture, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any securities exchange or automated quotation system on which the
Securities may be listed or designated for issuance, or to conform to usage.

         (b) The Securities are being offered and sold by the Company pursuant
to the Purchase Agreement. Securities offered and sold (A) to QIBs in accordance
with Rule 144A and (B) in reliance on Regulation S, each as provided in the
Purchase Agreement, shall be issued initially in the form of one or more
permanent global Securities in fully registered form without interest coupons,
substantially in the form of Exhibit A hereto, with the applicable legends as
provided in Section 2.3 (each a "Global Security" and collectively the "Global
Securities"). Each Global Security shall be duly executed by the Company and
authenticated and delivered by the Trustee, and shall be registered in the name
of the Depositary or its nominee and retained by the Trustee, as Custodian, at
its Corporate Trust Office, for credit to the accounts of the Agent Members
holding the Securities evidenced thereby (or in the case of Securities held for
purchasers who acquired such Securities in accordance with Regulation S,
registered with the Depositary for credit to the accounts of the Agent Members
then holding such Securities on behalf of Euroclear or Clearstream, as the case
may be). The aggregate principal amount of the Global Securities may from time
to time be increased or decreased by adjustments made on the records of the
Trustee, as Custodian, and of the Depositary or its nominee, as hereinafter
provided.

         (c) Physical Securities acquired by QIBs in accordance with Rule 144A
or in reliance on Regulation S may be exchanged for interests in Global
Securities pursuant to Section 2.9(b).

SECTION 2.3       LEGENDS.

         (A) RESTRICTED SECURITIES LEGENDS.

         Each Security issued hereunder shall, upon issuance, bear the legend
set forth in Section 2.3(a)(i), and each stock certificate representing shares
of the Common Stock issued upon conversion of any Security issued hereunder,
shall, upon issuance, bear the legend set forth in Section 2.3(a)(ii)(each such
legend, a "Restricted Securities Legend"), and such legend shall not be removed
except as provided in Section 2.3(a)(iii). Each Security that bears or is
required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i)
(together with each stock certificate representing shares of the Common Stock
issued upon conversion of such Security that bears or is required to bear the
Restricted Securities Legend set forth in Section 2.3(a)(ii), collectively, the
"Restricted Securities") shall be subject to the restrictions on transfer set
forth in this Section 2.3(a) (including the Restricted Securities Legend set
forth below), and the Holder of each such Restricted Security, by such Holder's
acceptance thereof, shall be deemed to have agreed to be bound by all such
restrictions on transfer.

         As used in Section 2.3(a), the term "transfer" encompasses any sale,
pledge, transfer or other disposition whatsoever of any Restricted Security.

         (i) RESTRICTED SECURITIES LEGEND FOR SECURITIES.

         Except as provided in Section 2.3(a)(iii), any certificate evidencing
such Security (and all Securities issued in exchange therefor or substitution
thereof, other than stock certificates representing shares of the Common Stock,
if any, issued upon conversion thereof which shall bear the legend set forth


                                       16
<PAGE>

in Section 2.3(a)(ii), if applicable) shall bear a Restricted Securities Legend
in substantially the following form:

         "THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE
         UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
         EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF,
         THE HOLDER:

         (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS
         DEFINED IN RULE 144A UNDER THE SECURITIES ACT, (B) IT IS AN
         INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2),
         (3) OR (7) UNDER THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED
         INVESTOR") THAT IS PURCHASING AT LEAST $100,000 IN AGGREGATE PRINCIPAL
         AMOUNT OF NOTES OR AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
         501(a)(4), (5) OR (6) UNDER THE SECURITIES ACT (A "NON-INSTITUTIONAL
         ACCREDITED INVESTOR") THAT IS PURCHASING AT LEAST $250,000 IN AGGREGATE
         PRINCIPAL AMOUNT OF NOTES OR (C) IT IS A NON-U.S. PERSON OUTSIDE THE
         UNITED STATES ACQUIRING THIS SECURITY IN COMPLIANCE WITH REGULATION S
         UNDER THE SECURITIES ACT AND IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS
         WITH RESPECT TO THE SECURITIES OR THE COMMON STOCK ISSUABLE UPON
         CONVERSION OF THE SECURITIES EXCEPT IN COMPLIANCE WITH THE SECURITIES
         ACT OR;

         (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY
         EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH
         SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A
         QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
         SECURITIES ACT, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
         THE SECURITIES ACT TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT IS
         PURCHASING NOTES IN AN AGGREGATE PRINCIPAL AMOUNT OF AT LEAST $100,000
         OR TO A NON-INSTITUTIONAL ACCREDITED INVESTOR THAT IS PURCHASING NOTES
         IN AN AGGREGATE PRINCIPAL AMOUNT OF AT LEAST $250,000, AND THAT, IN
         EITHER CASE, PRIOR TO SUCH TRANSFER, FURNISHES TO THE BANK OF NEW YORK,
         AS TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE), A SIGNED LETTER
         CONTAINING CERTAIN REPRESENTATIONS AND WARRANTIES RELATING TO THE
         RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF
         LETTER CAN BE OBTAINED FROM SUCH TRUSTEE), (D) TO A NON-U.S. PERSON
         OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATIONS S UNDER THE
         SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
         PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F)
         PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
         UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE
         TIME OF SUCH TRANSFER; AND



                                       17
<PAGE>

         (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY
         EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO
         CLAUSE 2(E) OR 2(F) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
         LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED
         HEREBY WITHIN TWO YEARS AFTER THE DATE SUCH SECURITY WAS LAST HELD BY
         AN AFFILIATE OF THE COMPANY (OTHER THAN A TRANSFER PURSUANT TO CLAUSE
         2(E) OR 2(F) ABOVE), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
         FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND
         SUBMIT THIS CERTIFICATE TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS
         APPLICABLE). IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(C) OR
         2(E) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
         TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS,
         LEGAL OPINIONS OR OTHER INFORMATION AS THE COMPANY 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. THIS LEGEND WILL BE REMOVED UPON
         THE DATE THAT IS TWO YEARS AFTER THE DATE SUCH SECURITY WAS LAST HELD
         BY AN AFFILIATE OF THE COMPANY OR UPON THE TRANSFER OF THE SECURITY
         EVIDENCED HEREBY PURSUANT TO CLAUSE 2(E) OR 2(F) ABOVE. AS USED HEREIN,
         THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO
         THEM BY REGULATION S UNDER THE SECURITIES ACT.

                  (ii) RESTRICTED SECURITIES LEGEND FOR THE COMMON STOCK ISSUED
         UPON CONVERSION OF THE SECURITIES.

                  Each stock certificate representing Common Stock issued upon
conversion of the Securities will bear the following legend (unless such Common
Stock has been sold pursuant to Rule 144A or pursuant to a registration
statement that has been declared effective under the Securities Act):

         "THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
         SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
         STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS
         SET FORTH IN THE FOLLOWING SENTENCE. THE HOLDER HEREOF AGREES THAT
         UNTIL THE EXPIRATION OF THE LATER OF TWO YEARS AFTER THE DATE SUCH
         SECURITY WAS LAST HELD BY AN AFFILIATE OF THE COMPANY AND TWO YEARS
         AFTER THE ORIGINAL ISSUANCE OF THE SECURITY UPON THE CONVERSION OF
         WHICH THE COMMON STOCK EVIDENCED HEREBY WAS ISSUED,

         (1) IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EXCEPT: (A)
         TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A NON-U.S. PERSON
         OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATIONS S UNDER THE
         SECURITIES ACT AND THAT IT WILL NOT


                                       18
<PAGE>

         ENGAGE IN HEDGING TRANSACTIONS WITH RESPECT TO THE SECURITY, (C)
         PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT TO
         AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1),
         (2), (3) OR (7) UNDER THE SECURITIES ACT) THAT IS PURCHASING A NUMBER
         OF SHARES OF COMMON STOCK AT LEAST EQUAL TO $100,000 DIVIDED BY $81.50
         (THE INITIAL CONVERSION PRICE) OR TO A NON-INSTITUTIONAL ACCREDITED
         INVESTOR (AS DEFINED IN RULE 501 (a)(4), (5), OR (6) UNDER THE
         SECURITIES ACT) THAT IS PURCHASING A NUMBER OF SHARES OF COMMON STOCK
         AT LEAST EQUAL TO $250,000 DIVIDED BY $81.50 (THE INITIAL CONVERSION
         PRICE), AND THAT, IN EITHER CASE, FURNISHES TO FIRST CHICAGO TRUST
         COMPANY OF NEW YORK, AS TRANSFER AGENT (OR ANY SUCCESSOR TRANSFER
         AGENT, AS APPLICABLE), A SIGNED LETTER CONTAINING CERTAIN
         REPRESENTATIONS AND WARRANTIES RELATING TO THE RESTRICTIONS ON TRANSFER
         OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE
         OBTAINED FROM SUCH TRANSFER AGENT), (D) PURSUANT TO THE EXEMPTION FROM
         REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
         AVAILABLE) OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
         DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE
         EFFECTIVE AT THE TIME OF SUCH TRANSFER;

         (2) PRIOR TO ANY SUCH TRANSFER OTHER THAN A TRANSFER PURSUANT TO CLAUSE
         1(E) ABOVE, IT WILL FURNISH TO SUCH TRANSFER AGENT (OR ANY SUCCESSOR
         TRANSFER AGENT, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR
         OTHER INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE TO CONFIRM THAT
         SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
         TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT; AND

         (3) IT WILL DELIVER TO EACH PERSON TO WHOM THE COMMON STOCK EVIDENCED
         HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO A CLAUSE 1(E)
         ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

         THIS LEGEND WILL BE REMOVED UPON THE DATE THAT IS TWO YEARS AFTER THE
         DATE SUCH SECURITY WAS LAST HELD BY AN AFFILIATE OF THE COMPANY OR THE
         TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY PURSUANT TO CLAUSE 1(D)
         OR 1(E) ABOVE. AS USED HEREIN, THE TERMS "UNITED STATES" AND "U.S.
         PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
         SECURITIES ACT."

                  (iii) REMOVAL OF THE RESTRICTED SECURITIES LEGENDS.

                  Each Security and each stock certificate representing shares
of the Common Stock issued upon conversion of any Security (other than a stock
certificate representing shares of the Common Stock issued upon conversion of a
Security that previously has been sold pursuant to a registration statement that
has been declared effective under the Securities Act and which continues to be
effective at the time of


                                       19
<PAGE>

such sale) shall bear the applicable Restricted Securities Legend set forth in
Section 2.3(a)(i) or 2.3(a)(ii), as the case may be, until the earlier of:

                  (2) the date which is the later of two years after the
         original issuance date of such Security and two years after the date
         such Security was last held by an affiliate of the Company; and

                  (3) the date such Security has, or such shares of the Common
         Stock have been sold pursuant to a registration statement that has been
         declared effective under the Securities Act (and which continues to be
         effective at the time of such sale).

The Holder must give notice thereof to the Trustee and any transfer agent for
the Common Stock, as applicable.

                  Notwithstanding the foregoing, the Restricted Securities
Legend may be removed from any Security or any stock certificate representing
shares of the Common Stock issued upon conversion of any Security if there is
delivered to the Company such satisfactory evidence, which may include an
opinion of independent counsel, as may be reasonably required by the Company,
that neither such legend nor the restrictions on transfer set forth therein are
required to ensure that transfers of such Security or shares of the Common Stock
issued upon conversion of Securities, as the case may be, will not violate the
registration requirements of the Securities Act or the qualification
requirements under any state securities laws. Upon provision of such
satisfactory evidence, at the written direction of the Company, (i) in the case
of a Security, the Trustee shall authenticate and deliver in exchange for such
Security another Security or Securities having an equal aggregate principal
amount that does not bear such legend or (ii) in the case of a stock certificate
representing shares of the Common Stock, the transfer agent for the Common Stock
shall authenticate and deliver in exchange for the stock certificate or stock
certificates representing such shares of Common Stock bearing such legend, one
or more new stock certificates representing a like aggregate number of shares of
Common Stock that do not bear such legend. If the Restricted Securities Legend
has been removed from a Security or stock certificates representing shares of
the Common Stock issued upon conversion of any Security as provided above, no
other Security issued in exchange for all or any part of such Security or stock
certificates representing shares of the Common Stock issued upon conversion of
such Security shall bear such legend, unless the Company has reasonable cause to
believe that such other Security is a "restricted security" (or such shares of
Common Stock are "restricted securities") within the meaning of Rule 144 or
Regulation S and instructs the Trustee in writing to cause a Restricted
Securities Legend to appear thereon.

                  Any Security (or Security issued in exchange or substitution
therefor) as to which such restrictions on transfer shall have expired in
accordance with their terms or as to which the conditions for removal of the
Restricted Securities Legend set forth in Section 2.3(a)(i) as set forth therein
have been satisfied may, upon surrender of such Security for exchange to the
Registrar in accordance with the provisions of Section 2.7, be exchanged for a
new Security or Securities, of like tenor and aggregate principal amount, which
shall not bear the Restricted Securities Legend required by Section 2.3(a)(i).

                  Any stock certificate representing shares of the Common Stock
issued upon conversion of any Security as to which such restrictions on transfer
shall have expired in accordance with their terms or as to which the conditions
for removal of the Restricted Securities Legend set forth in Section 2.3(a)(ii)
as set forth therein have been satisfied may, upon surrender of the stock
certificates representing such shares of Common Stock for exchange in accordance
with the procedures of the transfer agent for the Common Stock, be exchanged for
a new stock certificate or stock certificates


                                       20
<PAGE>

representing a like aggregate number of shares of Common Stock, which shall not
bear the Restricted Securities Legend required by Section 2.3(a)(ii).

         (b) GLOBAL SECURITY LEGEND.

                  Each Global Security shall also bear the following legend on
         the face thereof:

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
         REFERRED TO HEREIN. THIS GLOBAL SECURITY MAY NOT BE EXCHANGED OR
         TRANSFERRED, IN WHOLE OR IN PART, FOR A SECURITY REGISTERED IN THE NAME
         OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE
         LIMITED CIRCUMSTANCES SET FORTH IN THE INDENTURE. BENEFICIAL INTERESTS
         IN THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE
         WITH THE INDENTURE.

         (c) LEGEND FOR PHYSICAL SECURITIES.

                  Physical Securities, in addition to the legend set forth in
Section 2.3(a)(i), will also bear a legend substantially in the following form:

         THIS SECURITY WILL NOT BE ACCEPTED IN EXCHANGE FOR A BENEFICIAL
         INTEREST IN A GLOBAL SECURITY UNLESS THE HOLDER OF THIS SECURITY,
         SUBSEQUENT TO SUCH EXCHANGE, WILL HOLD NO NOTES.

SECTION 2.4 EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

         Two Officers of the Company shall execute the Securities on behalf of
the Company by manual or facsimile signature. If an Officer of the Company whose
signature is on a Security no longer holds that office at the time the Security
is authenticated, the Security shall be valid nevertheless.

         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 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 deliver such Securities as in
this Indenture provided and not otherwise.

         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 or on behalf of the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

         The Trustee may appoint an authenticating agent or agents reasonably
acceptable to the Company with respect to the Securities. The Company agrees to
pay to each authenticating agent from time to time reasonable compensation for
its services under this Section. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent.



                                       21
<PAGE>

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

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture

Dated:

                                                        The Bank of New York,

                                                                   As Trustee

                                                By /s/ Kisha A. Holder
                                                  -----------------------------
                                                         Authorized Signatory

SECTION 2.5 REGISTRAR AND PAYING AGENT.

         The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange (the "Registrar") and an
office or agency where Securities may be presented for payment (the "Paying
Agent"). The Registrar shall keep a register of the Securities (the "Register")
and of their transfer and exchange. The Company may appoint one or more
co-Registrars and one or more additional Paying Agents for the Securities. The
term "Paying Agent" includes any additional paying agent and the term
"Registrar" includes any additional registrar. The Company may change any Paying
Agent or Registrar without prior notice to any Holder.

                  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 and premium, if any, or interest (including Liquidated Damages, if
         any) on Securities in trust for the benefit of the Persons entitled
         thereto until such sums shall be paid to such Persons or otherwise
         disposed of as provided in this Indenture;

                  (2) give the Trustee notice of any Default by the Company in
         the making of any payment of principal and premium, if any, or interest
         (including Liquidated Damages, if any); 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 in trust by such Paying Agent.

         The Company shall give prompt written notice to the Trustee of the name
and address of any Agent who is not a party to this Indenture. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Company or any Affiliate of the Company may act
as Paying Agent or Registrar; provided, however, that none of the Company, its
subsidiaries or the Affiliates of the foregoing shall act:



                                       22
<PAGE>

                  (i) as Paying Agent in connection with redemptions, offers to
         purchase and discharges, except as otherwise specified in this
         Indenture, and

                  (ii) as Paying Agent or Registrar if a Default or Event of
         Default has occurred and is continuing.

                  The Company hereby initially appoints The Bank of New York as
Registrar and Paying Agent for the Securities.

SECTION 2.6 PAYING AGENT TO HOLD ASSETS IN TRUST.

                  Not later than 11:00 a.m. (New York City time) on each due
date of the principal, premium, if any, and interest (including Liquidated
Damages, if any) on any Securities, the Company shall deposit with one or more
Paying Agents money in immediately available funds in an aggregate amount
sufficient to pay the principal, premium, if any, and interest (including
Liquidated Damages, if any) due on such date. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company) shall have no
further liability for the money so paid over to the Trustee.

                  If the Company shall act as a Paying Agent, it shall, prior to
or on each due date of the principal of and premium, if any, or interest
(including Liquidated Damages, if any) on any of the Securities, segregate and
hold in trust for the benefit of the Holders a sum sufficient with monies held
by all other Paying Agents, to pay the principal and premium, if any, or
interest (including Liquidated Damages, if any) so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as provided in this
Indenture, and shall promptly notify the Trustee of its action or failure to
act.

SECTION 2.7 GENERAL PROVISIONS RELATING TO TRANSFER AND EXCHANGE.

                  The Securities are issuable only in registered form. A Holder
may transfer a Security only by written application to the Registrar stating the
name of the proposed transferee and otherwise complying with the terms of this
Indenture. No such transfer shall be effected until, and such transferee shall
succeed to the rights of a Holder only upon, final acceptance and registration
of the transfer by the Registrar in the Register. Furthermore, any Holder of a
Global Security shall, by acceptance of such Global Security, agree that
transfers of beneficial interests in such Global Security may be effected only
through a book-entry system maintained by the Holder of such Global Security (or
its agent) and that ownership of a beneficial interest in the Global Security
shall be required to be reflected in a book-entry. Notwithstanding the
foregoing, in the case of a Restricted Security, a beneficial interest in a
Global Security being transferred in reliance on an exemption from the
registration requirements of the Securities Act other than in accordance with
Rule 144, Regulation S or Rule 144A may only be transferred for a Physical
Security.

                  When Securities are presented to the Registrar with a request
to register the transfer or to exchange them for an equal aggregate principal
amount of Securities of other authorized denominations, the Registrar shall
register the transfer or make the exchange as requested if its requirements for
such transactions are met (including that such Securities are duly endorsed or
accompanied by a written instrument of transfer duly executed by the Holder
thereof or by an attorney who is authorized in writing to act on behalf of the
Holder). Subject to Section 2.4, to permit registrations of transfers and
exchanges, the Company shall execute and the Trustee shall authenticate
Securities at the Registrar's request. No service charge shall be made for any
registration of transfer or exchange or redemption of the Securities, but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar


                                       23
<PAGE>

governmental charge payable in connection therewith (other than any such
transfer taxes or other similar governmental charge payable upon exchanges
pursuant to Section 2.14, 7.5 or 10.7).

         Neither the Company nor the Registrar shall be required to exchange or
register a transfer of any Securities:

                  (1) for a period of 15 Business Days prior to the making of a
         Notice of Redemption of Securities selected for redemption under
         Article 10;

                  (2) so selected for redemption or, if a portion of any
         Security is selected for redemption, the portion thereof selected for
         redemption; or

                  (3) surrendered for conversion or, if a portion of any
         Security is surrendered for conversion, the portion thereof surrendered
         for conversion.

         Each Holder of a Security agrees to indemnify the Company and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States Federal or state securities law.

         The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between beneficial owners of any Global
Security) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

SECTION 2.8 BOOK-ENTRY PROVISIONS FOR THE GLOBAL SECURITIES.

         (a) The Global Securities initially shall:

                  (i) be registered in the name of the Depositary (or a nominee
         thereof);

                  (ii) be delivered to the Trustee as custodian for such
         Depositary;

                  (iii) bear the Restricted Securities Legend set forth in
         Section 2.3(a)(i); and

                  (iv) the Global Securities Legend set forth in Section 2.3(b).

         Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary, or the Trustee as its custodian, or under such
Global Security, and the Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
contained herein shall prevent the Company, the Trustee or any agent of the
Company or Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or impair, as between the
Depositary and the Agent Members, the operation of customary practices governing
the exercise of the rights of a Holder of any Security. With respect to any
Global Security deposited on behalf of the subscribers for the Securities
represented thereby with the Trustee as custodian for the Depositary for credit
to their respective accounts (or to such other accounts as they may direct) at
Euroclear or


                                       24
<PAGE>

Clearstream, the provisions of the "Operating Procedures of the Euroclear
System" and the "Terms and Conditions Governing Use of Euroclear" and the
"Management Regulations" and "Instructions to Participants" of Clearstream,
respectively, shall be applicable to the Global Securities.

         (b) The Holder of a Global Security may grant proxies and otherwise
authorize any Person, including DTC Participants and Persons that may hold
interests through DTC Participants, to take any action which a Holder is
entitled to take under this Indenture or the Securities.

         (c) A Global Security may not be transferred, in whole or in part, to
any Person other than the Depositary (or a nominee thereof), and no such
transfer to any such other Person may be registered. Beneficial interests in a
Global Security may be transferred in accordance with the rules and procedures
of the Depositary and the provisions of Section 2.9.

         (d) If at any time:

                  (i) the Depositary notifies the Company in writing that it is
         no longer willing or able to continue to act as Depositary for the
         Global Securities, or the Depositary ceases to be a "clearing agency"
         registered under the Exchange Act and a successor depositary for the
         Global Securities is not appointed by the Company within 120 days of
         such notice or cessation;

                  (ii) the Company, at its option, notifies the Trustee in
         writing that it elects to cause the issuance of the Physical Securities
         under this Indenture in exchange for all or any part of the Securities
         represented by a Global Security or Global Securities; or

                  (iii) an Event of Default has occurred and is continuing and
         the Registrar has received a request from the Depositary for the
         issuance of Physical Securities in exchange for such Global Security or
         Global Securities;

the Depositary shall surrender such Global Security or Global Securities to the
Trustee for cancellation and the Company shall execute, and the Trustee, upon
receipt of an Officers' Certificate and Company Order for the authentication and
delivery of Securities, shall authenticate and deliver in exchange for such
Global Security or Global Securities, Physical Securities in an aggregate
principal amount equal to the aggregate principal amount of such Global Security
or Global Securities. Such Physical Securities shall be registered in such names
as the Depositary shall identify in writing as the beneficial owners of the
Securities represented by such Global Security or Global Securities (or any
nominee thereof).

         (e) Notwithstanding the foregoing, in connection with any transfer of
beneficial interests in a Global Security to the beneficial owners thereof
pursuant to Section 2.8(d), the Registrar shall reflect on its books and records
the date and a decrease in the principal amount of such Global Security in an
amount equal to the principal amount of the beneficial interests in such Global
Security to be transferred.

SECTION 2.9 SPECIAL TRANSFER PROVISIONS.

         Unless a Security is (i) transferred after the time period referred to
in Rule 144(k) under the Securities Act or (ii) sold pursuant to a registration
statement that has been declared effective under the Securities Act (and which
continues to be effective at the time of such sale), the following provisions
shall apply to any sale, pledge or other transfer of Securities:



                                       25
<PAGE>

         (a) TRANSFER OF SECURITIES TO A QIB OR TO A NON-U.S. PERSON IN
ACCORDANCE WITH REGULATION S.

         The following provisions shall apply with respect to the registration
of any proposed transfer of Securities to (x) a QIB or (y) a Non-U.S. Person in
Accordance with Regulation S:

         (i) If the Securities to be transferred consist of a beneficial
interest in the Global Securities, the transfer of such interest may be effected
only through the book-entry systems maintained by Euroclear and Clearstream, if
applicable, and the Depositary.

         (ii) If the Securities to be transferred consist of Physical
Securities, the Registrar shall register the transfer if such transfer is being
made by a proposed transferor who has checked the box provided for on the form
of Security stating (or has otherwise advised the Company and the Registrar in
writing) that the sale has been made:

                  (A) in compliance with the provisions of Rule 144A to a
                  transferee who has signed the certification provided for on
                  the form of Security stating or has otherwise advised the
                  Company and the Registrar in writing that:

                  (1) it is purchasing the Securities for its own account or an
                  account with respect to which it exercises sole investment
                  discretion, in each case for investment and not with a view to
                  distribution;

                  (2) it and any such account is a QIB within the meaning of
                  Rule 144A;

                  (3) it is aware that the sale to it is being made in reliance
                  on Rule 144A;

                  (4) it acknowledges that it has received such information
                  regarding the Company as it has requested pursuant to Rule
                  144A or has determined not to request such information; and

                  (5) it is aware that the transferor is relying upon its
                  foregoing representations in order to claim the exemption from
                  registration provided by Rule 144A, or

                  (B) in compliance with Regulation S to a transferee who has
         signed a certification provided for on the form of Security stating (or
         has otherwise advised the Company and the Registrar in writing) that it
         is not a "U.S. person" as defined in Regulation S.

         In addition, the Registrar shall reflect on its books and records the
date and an increase in the principal amount of the Global Securities in an
amount equal to the aggregate principal amount of the Physical Securities to be
transferred, and the Trustee shall cancel the Physical Securities so
transferred.

         (b) OTHER EXCHANGES.

         In the event that Global Securities are exchanged for Securities in
definitive registered form pursuant to Section 2.8 prior to the effectiveness of
a Shelf Registration Statement with respect to such Securities, such Securities
may be exchanged only in accordance with the provisions of clause (a) above
(including the certification requirements intended to ensure that such transfers
comply with Rule 144A or Regulation S, as the case may be) and such other
procedures as may from time to time be adopted by the Company.



                                       26
<PAGE>

         (c) GENERAL.

         By its acceptance of any Security bearing the Restricted Securities
Legend, each Holder of such a Security acknowledges the restrictions on transfer
of such Security set forth in this Indenture and agrees that it will transfer
such Security only as provided in this Indenture. The Registrar shall not
register a transfer of any Security unless such transfer complies with the
restrictions on transfer of such Security set forth in this Indenture. The
Registrar shall be entitled to receive and rely on written instructions from the
Company verifying that such transfer complies with such restrictions on
transfer. In connection with any transfer of Securities, each Holder agrees by
its acceptance of the Securities to furnish the Registrar or the Company such
certifications, legal opinions or other information as either of them may
reasonably require to confirm that such transfer is being made pursuant to an
exemption from, or a transaction not subject to, the registration requirements
of the Securities Act; provided that the Registrar shall not be required to
determine (but may rely on a determination made by the Company with respect to)
the sufficiency of any such certifications, legal opinions or other information.

         The Registrar shall retain copies of all certifications, letters,
notices and other written communications received pursuant to Section 2.8 hereof
or this Section 2.9. The Company shall have the right to inspect and make copies
of all such letters, notices or other written communications at any reasonable
time upon the giving of reasonable written notice to the Registrar.

SECTION 2.10      HOLDER LISTS.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders and shall otherwise comply with Section 312(a) of the TIA. If the
Trustee is not the Registrar, the Company shall furnish to the Trustee prior to
or on each Interest Payment Date and at such other times as the Trustee may
request in writing a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Holders relating to such
Interest Payment Date or request, as the case may be.

SECTION 2.11      PERSONS DEEMED OWNERS.

                  The Company, the Trustee and any agent of the Company or the
Trustee may treat the Holder as the owner of such Security for the purpose of
receiving payment of principal of and premium, if any, and interest (including
Liquidated Damages, if any) on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and notwithstanding any
notice of ownership or writing thereon, or any notice of previous loss or theft
or other interest therein.

SECTION 2.12      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 is delivered to the Company and 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 required by them to
         save each of them and any agent of either of them harmless, then, in
         the absence of notice to the Company


                                       27
<PAGE>


         or the Trustee that such Security has been acquired by a bona fide
         purchaser, the Company shall execute and, upon request, 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, instead of issuing a new Security, pay
such Security, upon satisfaction of the condition set forth in the preceding
paragraph.

         Upon the issuance of any new Security under this Section, 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 and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Security issued pursuant to this Section 2.12 in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the 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 2.12 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 2.13      TREASURY SECURITIES.

         In determining whether the Holders of the requisite principal amount of
Outstanding Securities are present at a meeting of Holders for quorum purposes
or have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Securities owned by the Company or any Affiliate of the
Company 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 such Securities of
which the Trustee has received written notice and are so owned shall be so
disregarded.

SECTION 2.14      TEMPORARY SECURITIES.

         Pending the preparation of Securities in definitive form, the Company
may execute and the Trustee shall, upon written request of the Company,
authenticate and deliver temporary Securities (printed or lithographed).
Temporary Securities shall be issuable in any authorized denomination, and
substantially in the form of the Securities in definitive form but with such
omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company. Every such temporary
Security shall be executed by the Company and authenticated by the Trustee upon
the same conditions and in substantially the same manner, and with the same
effect, as the Securities in definitive form. Without unreasonable delay, the
Company will execute and deliver to the Trustee Securities in definitive form
(other than in the case of Securities in global form) and thereupon any or all
temporary Securities (other than any such Securities in global form) may be
surrendered in exchange therefor, at each office or agency maintained by the
Company pursuant to Section 9.2 and the Trustee shall authenticate and deliver
in exchange for such temporary Securities an equal aggregate principal


                                       28
<PAGE>


amount of Securities in definitive form. Such exchange shall be made by the
Company at its own expense and without any charge therefor. Until so exchanged,
the temporary Securities shall in all respects be entitled to the same benefits
and subject to the same limitations under this Indenture as Securities in
definitive form authenticated and delivered hereunder.

SECTION 2.15      CANCELLATION.

                  All securities surrendered for payment, redemption,
repurchase, conversion, registration of transfer or exchange shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee.
All Securities so delivered shall be canceled promptly by the Trustee, and no
Securities shall be issued in lieu thereof except as expressly permitted by any
of the provisions of this Indenture. The Trustee shall dispose of all cancelled
Securities in accordance with its customary procedures. If the Company shall
acquire any of the Securities, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless the same are delivered to the Trustee for cancellation.

SECTION 2.16      CUSIP NUMBERS.

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

SECTION 2.17      DEFAULTED INTEREST.

                  If the Company fails to make a payment of interest (including
Liquidated Damages, if any) on any Security when due and payable ("Defaulted
Interest"), it shall pay such Defaulted Interest plus (to the extent lawful) any
interest payable on the Defaulted Interest, in any lawful manner. It may elect
to pay such Defaulted Interest, plus any such interest payable on it, to the
Persons who are Holders of such Securities on which the interest is due on a
subsequent Special Record Date. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each such Security.
The Company shall fix any such Special Record Date and payment date for such
payment. At least 15 days before any such Special Record Date, the Company shall
mail to Holders affected thereby a notice that states the Special Record Date,
the Interest Payment Date, and amount of such interest (and such Liquidated
Damages, if any) to be paid.

                                   ARTICLE 3

                           SATISFACTION AND DISCHARGE

SECTION 3.1       SATISFACTION AND DISCHARGE OF INDENTURE.

                  When:

                  (1) the Company shall deliver to the Trustee for cancellation
         all Securities previously authenticated (other than any Securities
         which have been destroyed, lost


                                       29
<PAGE>

         or stolen and in lieu of, or in substitution for which, other
         Securities shall have been authenticated and delivered) and not
         previously canceled; or

                  (2) all the Securities not previously canceled or delivered to
         the Trustee for cancellation will become due and payable or are by
         their terms scheduled to become due and payable, within one year or
         have been called for redemption within one year under arrangements
         satisfactory to the Trustee for the giving of notice of redemption;

                  (3) the Company shall deposit with the Trustee, in trust, cash
         in U.S. Dollars and/or U.S. Government Obligations which through the
         payment of interest and principal in respect thereof, in accordance
         with their terms, will provide (and without reinvestment and assuming
         no tax liability will be imposed on such Trustee), not later than one
         day before the due date of any payment of money, an amount in cash,
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay principal of, premium, if any,
         or interest (including Liquidated Damages, if any) on all of the
         Securities (other than any Securities which shall have been mutilated,
         destroyed, lost or stolen and in lieu of or in substitution for which
         other Securities shall have been authenticated and delivered) not
         previously canceled or delivered to the Trustee for cancellation, on
         the dates such payments of principal, premium, if any, or interest
         (including Liquidated Damages, if any) are due to such date of Maturity
         or redemption, as the case may be; and

                  (4) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel to the effect that (x)
         the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling or (y) since the date of execution of
         this Indenture, there has been a change in the applicable federal
         income tax law, in the case of either clause (x) or (y) to the effect
         that, and based thereon such Opinion of Counsel shall confirm that, the
         Holders will not recognize income, gain or loss for federal income tax
         purposes as a result of such deposit and discharge and will be subject
         to federal income tax on the same amount and in the same manner and at
         the same times as would have been the case if such deposit and
         discharge had not occurred; and

if, in the case of either clause (3) or (4), the Company shall also pay or cause
to be paid all other sums payable hereunder by the Company, then this Indenture
shall cease to be of further effect (except as to:

                  (i) remaining rights of registration of transfer, substitution
         and exchange and conversion of Securities;

                  (ii) rights hereunder of Holders to receive payments of
         principal of and premium, if any, and interest (including Liquidated
         Damages, if any) on, the Securities and the other rights, duties and
         obligations of Holders, as beneficiaries hereof with respect to the
         amounts, if any, so deposited with the Trustee; and

                  (iii) the rights, obligations and immunities of the Trustee
         hereunder);

and the Trustee, on demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the
Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture; provided, however, that the Company shall reimburse
the Trustee for all amounts due the Trustee under Section 5.8 and for any costs
or expenses thereafter


                                       30
<PAGE>

reasonably and properly incurred by the Trustee and to compensate the Trustee
for any services thereafter reasonably and properly rendered by the Trustee in
connection with this Indenture or the Securities.

SECTION 3.2       DEPOSITED MONIES TO BE HELD IN TRUST.

                  Subject to Section 3.3, all monies deposited with the Trustee
pursuant to Section 3.1 shall be held in trust and applied by it to the payment,
notwithstanding the provisions of Article 13, either directly or through any
Paying Agent (including the Company if acting as its own Paying Agent), to the
Holders of the particular Securities for the payment or redemption of which such
monies have been deposited with the Trustee, of all sums due and to become due
thereon for principal, premium, if any, and interest (including Liquidated
Damages, if any). All monies deposited with the Trustee pursuant to Section 3.1
(and held by it or any Paying Agent) for the payment of Securities subsequently
converted shall be returned to the Company upon the earlier of the request of
the Company and the date on which there are no Securities outstanding.

SECTION 3.3       RETURN OF UNCLAIMED MONIES.

                  The Trustee and the Paying Agent shall pay to the Company any
money held by them for the payment of principal or premium, if any, or interest
(including Liquidated Damages, if any) that remains unclaimed for two years
after the date upon which such payment shall have become due. After payment to
the Company, Holders entitled to the money must look to the Company for payment
as general creditors unless an applicable abandoned property law designates
another Person, and all liability of the Trustee and such Paying Agent with
respect to such money shall cease.

                                   ARTICLE 4

                              DEFAULTS AND REMEDIES

SECTION 4.1       EVENTS OF DEFAULT.

                  An "Event of Default" with respect to the Securities occurs
when any of the following occurs (whatever the reason for such Event of Default
and whether it shall be occasioned by the provisions of Article 13 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 for 30 days in the payment when due of interest or
         Liquidated Damages on the Securities, whether or not prohibited by the
         subordination provisions of this Indenture;

                  (2) default in payment when due of the principal of or
         premium, if any, on the Securities, whether or not prohibited by the
         subordination provisions of this Indenture;

                  (3) failure by the Company to comply with any of its other
         agreements in this Indenture or the Securities (other than a default
         specified in clause (1) or (2) above) and such default or breach
         continues for a period of 60 consecutive days after written notice of
         such breach or default shall have been given to the Company by the
         Trustee or to the Company and the Trustee by the Holders of 25% or more
         in aggregate principal amount of the Outstanding Securities;



                                       31
<PAGE>

                  (4) a default under any mortgage, indenture or instrument
         under which there may be issued or by which there may be secured or
         evidenced any Indebtedness of the Company or any of its Subsidiaries
         (other than the Excluded Subsidiaries) for money borrowed (or the
         payment of which is guaranteed by the Company or any of those
         Subsidiaries) whether such Indebtedness or guarantee now exists, or is
         created after the date of this Indenture, which default results in the
         acceleration of such Indebtedness prior to its express maturity and, in
         each case, the principal amount of such Indebtedness, together with the
         principal amount of any other such Indebtedness the maturity of which
         has been so accelerated, aggregates $10.0 million or more;

                  (5) failure by the Company or any of its Subsidiaries (other
         than the Excluded Subsidiaries) to pay final judgments aggregating in
         excess of $10.0 million, which judgments are not paid, discharged or
         stayed for a period of 60 days;

                  (6) the commencement by the Company of a voluntary case or
         proceeding under any applicable U.S. federal or state bankruptcy,
         insolvency, reorganization or other similar law or of any other case or
         proceeding to be adjudicated a bankrupt or insolvent, or the consent by
         the Company to the entry of a decree or order for relief in respect of
         the Company in an involuntary case or proceeding under any applicable
         U.S. federal or state bankruptcy, insolvency, reorganization or other
         similar law or to the commencement of any bankruptcy or insolvency case
         or proceeding against the Company, or the filing by the Company of a
         petition or answer or consent seeking reorganization or relief under
         any applicable U.S. federal or state law, or the consent by the Company
         to the filing of such petition or to the appointment of or the taking
         possession by a Custodian of the Company or of any substantial part of
         its property, or the making by the Company of an assignment for the
         benefit of creditors, or the admission by the Company in writing of its
         inability to pay its debts generally as they become due, or the taking
         of corporate action by the Company expressly in furtherance of any such
         action; and

                  (7) except as permitted by this Indenture, any Guarantee shall
         be held in any judicial proceeding to be unenforceable or invalid.

SECTION 4.2       ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         If an Event of Default with respect to Outstanding Securities other
than the Event of Default specified in Section 4.1(6) above occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the Outstanding Securities, by written notice to the Company, may
declare due and payable 100% of the principal amount of all Outstanding
Securities plus any accrued and unpaid interest (including Liquidated Damages,
if any) to the date of payment. Upon a declaration of acceleration, such
principal and accrued and unpaid interest (including Liquidated Damages, if any)
to the date of payment shall be immediately due and payable.

         The Holders either (a) through notice to the Trustee of not less than a
majority in aggregate principal amount of the Outstanding Securities, 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 a majority
in aggregate principal amount of the Outstanding Securities represented at such
meeting, may, on behalf of the Holders of all of the Securities, rescind and
annul an acceleration and its consequences if:

                  (1) all existing Events of Default, other than the nonpayment
         of principal of or interest on the Securities which have become due
         solely because of the acceleration, have been remedied, cured or
         waived, and



                                       32
<PAGE>

                  (2) the rescission would not conflict with any judgment or
         decree of a court of competent jurisdiction.

No such rescission or annulment shall affect any subsequent Default or impair
any right consequent thereon. If an Event of Default under Section 4.1(6) occurs
and is continuing with respect to the Company, then, without any further action
by the Holders, the principal amount of all Outstanding Securities plus any
accrued and unpaid interest (including Liquidated Damages, if any) shall become
immediately due and payable.

SECTION 4.3       OTHER REMEDIES.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Securities or to enforce the performance of any
provision of the Securities or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder of a Security in exercising any
right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All
remedies are cumulative to the extent permitted by law.

SECTION 4.4       WAIVER OF PAST DEFAULTS.

                  The Holders, either (a) through the written consent of not
less than a majority in aggregate principal amount of the Outstanding
Securities, 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 a majority in aggregate principal amount of the Outstanding Securities
represented at such meeting, may, on behalf of the Holders of all of the
Securities, waive an existing Default or Event of Default, except a Default or
Event of Default:

                  (1) in the payment of the principal of or premium, if any, or
         interest (including Liquidated Damages, if any) on any Security
         (provided, however, that subject to Section 4.7, the Holders of a
         majority in aggregate principal amount of the Outstanding Securities
         may rescind an acceleration and its consequences, including any related
         payment default that resulted from such acceleration); or

                  (2) in respect of a covenant or provision hereof which, under
         Section 7.2, cannot be modified or amended without the consent of the
         Holders 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; provided, however, that no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

SECTION 4.5       CONTROL BY MAJORITY.

                  The Holders of a majority in aggregate principal amount of the
Outstanding Securities (or such lesser amount as shall have acted at a meeting
pursuant to the provisions of this Indenture) shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to


                                       33
<PAGE>

the Trustee or exercising any trust or power conferred on the Trustee. However,
the Trustee may refuse to follow any direction that:

                  (1) conflicts with any law or with this Indenture;

                  (2) the Trustee determines may be unduly prejudicial to the
         rights of the Holders not joining therein; or

                  (3) may expose the Trustee to personal liability.

The Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.

SECTION 4.6       LIMITATION ON SUIT.

                  No Holder of any Security shall have any right to pursue any
remedy with respect to this Indenture or the Securities (including, instituting
any proceeding, judicial or otherwise, with respect to this Indenture or for the
appointment of a receiver or trustee) unless:

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

                  (2) the Holders of at least 25% in aggregate principal amount
         of the Outstanding Securities shall have made written request to the
         Trustee to pursue the remedy;

                  (3) such Holder or Holders have offered to the Trustee
         indemnity satisfactory to it against any costs, expenses and
         liabilities incurred in complying with such request;

                  (4) the Trustee has failed to comply with the request for 60
         days after its receipt of such notice, request and offer of indemnity;
         and

                  (5) during such 60-day period, no direction inconsistent with
         such written request has been given to the Trustee by the Holders of a
         majority in aggregate principal amount of the Outstanding Securities
         (or such amount as shall have acted at a meeting pursuant to the
         provisions of this Indenture);

provided, however, that no one or more of such Holders may use this Indenture to
prejudice the rights of another Holder or to obtain preference or priority over
another Holder.

SECTION 4.7       UNCONDITIONAL RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO
                  CONVERT.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and premium, if any, and
interest (including Liquidated Damages, if any) on such Security on the Stated
Maturity expressed in such Security (or, in the case of redemption, on the
Redemption Date, or in the case of the exercise of a Repurchase Right, on the
Repurchase Date) and to convert such Security in accordance with Article 12, and
to bring an action for the enforcement of any such payment on or after such
respective dates and such right to convert, and such rights shall not be
impaired or affected without the consent of such Holder.



                                       34
<PAGE>

SECTION 4.8 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY THE TRUSTEE.

         The Company covenants that if:

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

                  (2) a Default or Event of 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, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable (as expressed
therein or as a result of any acceleration effected pursuant to Section 4.2) on
such Securities for principal and premium, if any, and interest (including
Liquidated Damages, if any) and, to the extent that payment of such interest
shall be legally enforceable, interest on any overdue principal and premium, if
any, and on any overdue interest (including Liquidated Damages, if any),
calculated using the Interest Rate, and, in addition thereto, such further
amount as shall be sufficient to cover the 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 the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company and collect the monies adjudged or decreed
to be payable in the manner provided by law out of the property of the Company,
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 4.9       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 the property of the Company
or its creditors, the Trustee (irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest (including
Liquidated Damages, if any)) shall be entitled and empowered, by intervention in
such proceeding or otherwise:

                  (1) to file and prove a claim for the whole amount of
         principal and premium, if any, and interest (including Liquidated
         Damages, if any) owing and unpaid in respect of the Securities and to
         file such other papers or documents as may be necessary or advisable in
         order to have the claims of the Trustee (including any claim for the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel) and of the Holders of Securities
         allowed in such judicial proceeding; and



                                       35
<PAGE>

                  (2) to collect and receive any monies or other property
         payable or deliverable on any such claim and to distribute the same;

and any Custodian in any such judicial proceedings 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 5.8.

                  Nothing contained herein 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.

SECTION 4.10      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 the Holders shall continue as though no such proceeding had been
instituted.

SECTION 4.11      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 2.12, no right or remedy conferred in this Indenture 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 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.

SECTION 4.12      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 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 by the Holders of Securities, as the case may be.

SECTION 4.13      APPLICATION OF MONEY COLLECTED.

                  Subject to Article 13, any money collected by the Trustee
pursuant to this Article 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 or premium, if any, or interest (including Liquidated
Damages, if any), upon presentation of the Securities and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:



                                       36
<PAGE>

                  FIRST:  To the payment of all amounts due the Trustee;

                  SECOND: To the payment of the amounts then due and unpaid for
                  principal of and premium, if any, and 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 and premium, if any, and interest
                  (including Liquidated Damages, if any), respectively; and

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

SECTION 4.14      UNDERTAKING FOR COSTS.

                  All parties to this Indenture agree, and each Holder of any
Security by such Holder's acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
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 aggregate
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 or
premium, if any, or interest (including Liquidated Damages, if any) on any
Security on or after the Stated Maturity expressed in such Security (or, in the
case of redemption or exercise of a Repurchase Right, on or after the Redemption
Date) or for the enforcement of the right to convert any Security in accordance
with Article 12.

SECTION 4.15      WAIVER OF STAY 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 to take the benefit or advantage of, any stay or extension law
wherever enacted, now or at any time hereafter in force, which 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 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 5

                                   THE TRUSTEE

SECTION 5.1       CERTAIN DUTIES AND RESPONSIBILITIES.

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

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



                                       37
<PAGE>

                  (2) 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; provided, however, that 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 examine the
         certificates or opinions to determine whether or not, on their face,
         they conform to the requirements to this Indenture (but need not
         investigate or confirm the accuracy of mathematical calculations or any
         facts stated therein).

         (b) In case an Event of Default actually known to a Responsible Officer
of the Trustee 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 person would exercise or use
under the circumstances in the conduct of such person's own affairs.

         (c) 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:

                  (1) This paragraph (c) shall not be construed to limit the
         effect of paragraph (a) of this Section 5.1;

                  (2) 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; and

                  (3) 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 a
         direction received by it of the Holders of a majority in principal
         amount of the Outstanding Securities (or such lesser amount as shall
         have acted at a meeting pursuant to the provisions of this Indenture)
         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.

         (d) Whether or not herein 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 5.1.

         (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers. The
Trustee may refuse to perform any duty or exercise any right or power unless it
receives indemnity satisfactory to it against any loss, liability, cost or
expense (including, without limitation, reasonable fees of counsel).

         (f) The Trustee shall not be obligated to pay interest on any money or
other assets received by it unless otherwise agreed in writing with the Company.
Assets held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

         (g) 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,


                                       38
<PAGE>

direction, consent, order, bond, debenture, note, coupon, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion, 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 at the sole cost of the
Company and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation.

         (h) The Trustee shall not be deemed to have notice or actual knowledge
of any Default or Event of Default unless a Responsible Officer of the Trustee
has actual knowledge thereof or unless written notice of any event which is in
fact a Default is received by the Trustee pursuant to Section 15.2, and such
notice references the Securities and this Indenture.

         (i) The rights, privileges, protections, immunities and benefits given
to the Trustee hereunder, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each Paying Agent, authenticating agent,
Conversion Agent or Registrar acting hereunder.

SECTION 5.2       CERTAIN RIGHTS OF TRUSTEE.

         Subject to the provisions of Section 5.1 and subject to Section 315(a)
through (d) of the TIA:

                  (1) The Trustee may conclusively rely on any document believed
         by it to be genuine and to have been signed or presented by the proper
         person. The Trustee need not investigate any fact or matter stated in
         the document.

                  (2) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate or an Opinion of Counsel, or both. The
         Trustee shall not be liable for any action it takes or omits to take in
         good faith in reliance on the Officers' Certificate or Opinion of
         Counsel.

                  (3) The Trustee may act through attorneys and agents and shall
         not be responsible for the misconduct or negligence of any attorney or
         agent appointed with due care.

                  (4) The Trustee shall not be liable for any action taken or
         omitted to be taken by it in good faith which it believed to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Indenture, unless the Trustee's conduct constitutes
         negligence.

                  (5) The Trustee may consult with counsel of its selection and
         the advice of such counsel as to matters of law shall be full and
         complete authorization and protection in respect of any action taken,
         omitted or suffered by it hereunder in good faith and in accordance
         with the advice or opinion of such counsel.

                  (6) Unless otherwise specifically provided in this Indenture,
         any demand, request, direction or notice from the Company shall be
         sufficiently evidenced by a Company order and any resolution of the
         Board of Directors shall be sufficiently evidenced by a Board
         Resolution.



                                       39
<PAGE>

                  (7) The permissive rights of the Trustee to do things
         enumerated in this Indenture shall not be construed as a duty unless so
         specified herein.

                  (8) The Trustee may request that the Company deliver an
         Officers' Certificate setting forth the names of individuals and/or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officers' Certificate may be signed
         by any person authorized to sign an Officers' Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not superceded.

SECTION 5.3       INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or
any Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest (as such term is defined in Section 310(b) of the TIA), it must
eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee (to the extent permitted under Section 310(b) of the TIA) or
resign. Any agent may do the same with like rights and duties. The Trustee is
also subject to Sections 5.11 and 5.12.

SECTION 5.4       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 expressly agreed with the Company.

SECTION 5.5       TRUSTEE'S DISCLAIMER.

                  The recitals contained herein and in the Securities (except
for those in the certificate of authentication) shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity, sufficiency or priority
of this Indenture or of the Securities. The Trustee shall not be accountable for
the use or application by the Company of Securities or the proceeds thereof.

SECTION 5.6       NOTICE OF DEFAULTS.

                  Within 90 days after the occurrence of any Default or Event of
Default hereunder of which the Trustee has received written notice, the Trustee
shall give notice to Holders pursuant to Section 15.2, unless such Default or
Event of Default shall have been cured or waived; provided, however, that,
except in the case of a Default or Event of Default in the payment of the
principal of or premium, if any, or interest (including Liquidated Damages, if
any), or in the payment of any redemption or repurchase obligation on any
Security, the Trustee shall be protected in withholding such notice if and so
long as Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders. The Company will
give the Trustee notice of any uncured Event of Default within 10 days after any
Responsible Officer of the Company becomes aware of or receives actual notice of
such Event of Default.



                                       40
<PAGE>

SECTION 5.7       REPORTS BY TRUSTEE TO HOLDERS.

         The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required by Section 313
of the TIA at the times and in the manner provided by the TIA.

         A copy of each report at the time of its mailing to Holders shall be
filed with the SEC, if required, and each stock exchange, if any, on which the
Securities are listed. The Company shall promptly notify the Trustee when the
Securities become listed on any stock exchange or any delisting thereof.

SECTION 5.8       COMPENSATION AND INDEMNIFICATION.

         The Company covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, such compensation for all services
rendered by it hereunder as the parties shall agree from time to time (which
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) and the Company covenants and agrees to pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it in accordance
with any of the provisions of this Indenture (including the reasonable
compensation and the expenses and disbursements of its counsel and of all agents
and other persons not regularly in its employ), except to the extent that any
such expense, disbursement or advance is due to its negligence or bad faith.
When the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 4.1, the expenses (including the reasonable
charges and expenses of its counsel) and the compensation for the services are
intended to constitute expenses of administration under any Bankruptcy Law. The
Company also covenants to indemnify the Trustee and its officers, directors,
employees and agents for, and to hold such Persons harmless against, any loss,
liability or expense including taxes (other than taxes based on the income of
the Trustee) incurred by them, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder or the
performance of their duties hereunder, including the costs and expenses of
defending themselves against or investigating any claim (whether asserted by the
Company, any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to the
extent that any such loss, liability or expense was due to the negligence or
willful misconduct of such Persons. The obligations of the Company under this
Section 5.8 to compensate and indemnify the Trustee and its officers, directors,
employees and agents and to pay or reimburse such Persons for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture or the
earlier resignation or removal of the Trustee. Such additional indebtedness
shall be a lien prior to that of the Securities upon all property and funds held
or collected by the Trustee as such, except funds held in trust for the benefit
of the Holders of particular Securities, and the Securities are hereby
subordinated to such senior claim. "Trustee" for purposes of this Section 5.8
shall include any predecessor Trustee, but the negligence or willful misconduct
of any Trustee shall not affect the indemnification of any other Trustee.

SECTION 5.9       REPLACEMENT OF TRUSTEE.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 5.9.



                                       41
<PAGE>

                  The Trustee may resign and be discharged from the trust hereby
created by so notifying the Company in writing. The Holders of at least a
majority in aggregate principal amount of Outstanding Securities may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company must
remove the Trustee if:

                  (i) the Trustee fails to comply with Section 5.11 or Section
         310 of the TIA;

                  (ii) the Trustee becomes incapable of acting;

                  (iii) the Trustee is adjudged a bankrupt or an insolvent or an
         order for relief is entered with respect to the Trustee under any
         Bankruptcy Law; or

                  (iv) a Custodian or public officer takes charge of the Trustee
         or its property.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of the Trustee for any reason, the Company shall promptly appoint a
successor Trustee. The Trustee shall be entitled to payment of its fees and
reimbursement of its expenses while acting as Trustee. Within one year after the
successor Trustee takes office, the Holders of at least a majority in aggregate
principal amount of Outstanding Securities may appoint a successor Trustee to
replace the successor Trustee appointed by the Company.

                  Any Holder may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee if the
Trustee fails to comply with Section 5.10.

                  If an instrument of acceptance by a successor Trustee shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation or removal, the resigning or removed Trustee, as the case
may be, may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The Company shall issue a notice of the successor
Trustee's succession to the Holders. Upon payment of its charges, the retiring
Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject nevertheless to its lien, if any, provided for in
Section 5.8. Notwithstanding replacement of the Trustee pursuant to this Section
5.9, the Company's obligations under Section 5.8 shall continue for the benefit
of the retiring Trustee with respect to expenses, losses and liabilities
incurred by it prior to such replacement.

SECTION 5.10      SUCCESSOR TRUSTEE BY MERGER, ETC.

                  Subject to Section 5.11, if the Trustee consolidates with,
merges or converts into, or transfers all or substantially all of its corporate
trust business (including the administration of this Indenture) to, another
Person, corporation or national banking association, the successor entity
without any further act shall be the successor Trustee as to the Securities.

SECTION 5.11      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

                  The Trustee shall at all times satisfy the requirements of
Section 310(a)(1), (2) and (5) of the TIA. The Trustee shall at all times have
(or, in the case of a corporation included in a bank holding


                                       42
<PAGE>

company system, the related bank holding company shall at all times have), a
combined capital and surplus of at least $25 million as set forth in its (or its
related bank holding company's) most recent published annual report of
condition. The Trustee is subject to Section 310(b) of the TIA.

SECTION 5.12      COLLECTION OF CLAIMS AGAINST THE COMPANY.

                  The Trustee is subject to Section 311(a) of the TIA, excluding
any creditor relationship listed in Section 311(b) of the TIA. A Trustee who has
resigned or been removed shall be subject to Section 311(a) of the TIA to the
extent indicated therein.

                                   ARTICLE 6

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 6.1       COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

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

                  (1) in the event that the Company shall consolidate with or
         merge into another Person or convey, transfer or lease its properties
         and assets substantially as an entirety to any Person, the Person
         formed by such consolidation or into which the Company is merged or the
         Person which acquires by conveyance or transfer, or which leases, the
         properties and assets of the Company substantially as an entirety shall
         be a corporation organized and validly existing under the laws of the
         United States of America, any State thereof or the District of Columbia
         and, if the entity surviving such transaction or transferee entity is
         not the Company, then such surviving or transferee entity shall
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Trustee, in form satisfactory to the Trustee, the due
         and punctual payment of the principal of and premium, if any and
         interest (including Liquidated Damages, if any), on all the Securities
         and the performance 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 Section 12.11;

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

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



                                       43
<PAGE>

SECTION 6.2       SUCCESSOR CORPORATION SUBSTITUTED.

                  Upon any consolidation or merger by the Company with or into
any other corporation or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety to any Person, in accordance
with Section 6.1, the successor corporation formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein, and thereafter,
except in the case of a lease to another Person, the predecessor corporation
shall be relieved of all obligations and covenants under this Indenture and the
Securities.

                                   ARTICLE 7

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 7.1       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 amend this Indenture and the Securities to:

                  (a) add to the covenants of the Company and/or the Guarantors
         for the benefit of the Holders of Securities;

                  (b) surrender any right or power herein conferred upon the
         Company and/or the Guarantors;

                  (c) make provision with respect to the conversion rights of
         Holders of Securities pursuant to Section 12.11;

                  (d) provide for the assumption of the Company's obligations to
         the Holders of Securities in the case of a merger, consolidation,
         conveyance, transfer or lease pursuant to Article 6;

                  (e) reduce the Conversion Price; provided, however, that such
         reduction in the Conversion Price shall not adversely affect the
         interest of the Holders of Securities (after taking into account tax
         and other consequences of such reduction);

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

                  (g) make any changes or modifications necessary in connection
         with the registration of any Securities under the Securities Act as
         contemplated in the Registration Rights Agreement; provided, however,
         that such action pursuant to this clause (g) does not, in the good
         faith opinion of the Board of Directors (as evidenced by a Board
         Resolution) and the Trustee, adversely affect the interests of the
         Holders of Securities in any material respect;

                  (h) cure any ambiguity, or correct or supplement any provision
         herein which may be inconsistent with any other provision herein or
         which is otherwise defective; provided, however,


                                       44
<PAGE>

         that such action pursuant to this clause (h) does not, in the good
         faith opinion of the Board of Directors (as evidenced by a Board
         Resolution) and the Trustee, adversely affect the interests of the
         Holders of Securities in any material respect; or

                  (i) add or modify any other provisions with respect to matters
         or questions arising under this Indenture which the Company and the
         Trustee may deem necessary or desirable; provided, however, that such
         action pursuant to this clause (i) does not, in the good faith opinion
         of the Board of Directors (as evidenced by a Board Resolution) and the
         Trustee, adversely affect the interests of the Holders of Securities in
         any material respect.

SECTION 7.2 WITH CONSENT OF HOLDERS OF SECURITIES.

                  Except as provided below in this Section 7.2, this Indenture
or the Securities may be amended or supplemented, and noncompliance in any
particular instance with any provision of this Indenture or the Securities may
be waived, in each case (i) with the written consent of the Holders of at least
a majority in aggregate 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 a majority in
aggregate principal amount of the Outstanding Securities represented at such
meeting.

                  Without the written consent or the affirmative vote of each
Holder of Securities affected thereby, an amendment or waiver under this Section
7.2 may not:

                  (a) change the Stated Maturity of the principal of, or any
         installment of interest (including Liquidated Damages, if any) on, any
         Security;

                  (b) reduce the principal amount of, or any premium or interest
         (including Liquidated Damages, if any), on any Security;

                  (c) change the currency of payment of principal of, premium,
         if any, or interest (including Liquidated Damages, if any) on any
         Security;

                  (d) impair the right of any Holder to institute suit for the
         enforcement of any payment in or with respect to any Security;

                  (e) modify the obligation of the Company to maintain an office
         or agency in The City of New York pursuant to Section 9.2;

                  (f) except as permitted by Section 12.11, adversely affect the
         Repurchase Right or the right to convert any Security as provided in
         Article 12;

                  (g) modify the provisions in Article 13 or Article 14 relating
         to the subordination of the Securities in a manner adverse to the
         Holders of Securities;

                  (h) modify the provisions in Article 10 relating to the
         redemption of the Securities in a manner adverse to the Holders of
         Securities;

                  (i) modify any of the provisions of this Section 4.4 or
         Section 7.2, except to increase any percentage contained herein or
         therein or to provide that certain other provisions of this


                                       45
<PAGE>

         Indenture cannot be modified or waived without the consent of the
         Holder of each Outstanding Security affected thereby; or

                  (j) reduce the requirements of Section 8.4 for quorum or
         voting, or reduce the percentage in aggregate 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 provided for in this Indenture.

                  It shall not be necessary for any Act of Holders of Securities
under this Section 7.2 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve the
substance thereof.

SECTION 7.3       COMPLIANCE WITH TRUST INDENTURE ACT.

                  Every amendment to this Indenture or the Securities shall be
set forth in a supplemental indenture that complies with the TIA as then in
effect.

SECTION 7.4       REVOCATION OF CONSENTS AND EFFECT OF CONSENTS OR VOTES.

                  Until an amendment, supplement or waiver becomes effective, a
written consent to it by a Holder is a continuing consent by the Holder and
every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder's Security, even if notation of the
consent is not made on any Security; provided, however, that unless a record
date shall have been established, any such Holder or subsequent Holder may
revoke the consent as to its Security or portion of a Security if the Trustee
receives written notice of revocation before the date the amendment, supplement
or waiver becomes effective.

                  An amendment, supplement or waiver becomes effective on
receipt by the Trustee of written consents from or affirmative votes by, as the
case may be, the Holders of the requisite percentage of aggregate principal
amount of the Outstanding Securities, and thereafter shall bind every Holder of
Securities; provided, however, if the amendment, supplement or waiver makes a
change described in any of the clauses (a) through (j) of Section 7.2, the
amendment, supplement or waiver shall bind only each Holder of a Security which
has consented to it or voted for it, as the case may be, and every subsequent
Holder of a Security or portion of a Security that evidences the same
indebtedness as the Security of the consenting or affirmatively voting Holder,
as the case may be.

SECTION 7.5       NOTATION ON OR EXCHANGE OF SECURITIES.

                  If an amendment, supplement or waiver changes the terms of a
Security:

                  (a) the Trustee may require the Holder of a Security to
         deliver such Securities to the Trustee, the Trustee may place an
         appropriate notation on the Security about the changed terms and return
         it to the Holder and the Trustee may place an appropriate notation on
         any Security thereafter authenticated; or

                  (b) if the Company or the Trustee so determines, the Company
         in exchange for the Security shall issue and the Trustee shall
         authenticate a new Security that reflects the changed terms.



                                       46
<PAGE>

                  Failure to make the appropriate notation or issue a new
Security shall not affect the validity and effect of such amendment, supplement
or waiver.

SECTION 7.6       TRUSTEE TO SIGN AMENDMENT, ETC.

                  The Trustee shall sign any amendment authorized pursuant to
this Article 7 if the amendment does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If the amendment does adversely affect
the rights, duties, liabilities or immunities of the Trustee, the Trustee may
but need not sign it. In signing or refusing to sign such amendment, the Trustee
shall be entitled to receive and shall be fully protected in relying upon an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that such
amendment is authorized or permitted by this Indenture.

                                   ARTICLE 8

                        MEETING OF HOLDERS OF SECURITIES

SECTION 8.1       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 8.2       CALL NOTICE AND PLACE OF MEETINGS.

                  (a) The Trustee may at any time call a meeting of Holders of
Securities for any purpose specified in Section 8.1, to be held at such time and
at such place in The City of New York. 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 15.2, not less than 21 nor more than 180 days prior
to the date fixed for the meeting.

                  (b) 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 8.1, by written
request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have made the first publication of 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 City of New York for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in paragraph (a) of this Section 8.2.

SECTION 8.3       PERSONS ENTITLED TO VOTE AT MEETINGS.

                  To be entitled to vote at any meeting of Holders of
Securities, a Person shall be (a) a Holder of one or more Outstanding
Securities, or (b) 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.



                                       47
<PAGE>

SECTION 8.4       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 of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 8.2(a), except that such notice need be given only
once and 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 which 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 aggregate
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 7.2) shall be effectively passed and
decided if passed or decided by the Persons entitled to vote not less than a
majority in principal amount of Outstanding Securities represented and voting 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.

SECTION 8.5       DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
                  MEETINGS.

                  (a) 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 1.3 and the
appointment of any proxy shall be proved in the manner specified in Section 1.3.
Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section 1.3 or other proof.

                  (b) 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 8.2(b), 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.



                                       48
<PAGE>

                  (c) At any meeting, each Holder of a Security or proxy shall
be entitled to one vote for each $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.

                  (d) Any meeting of Holders of Securities duly called pursuant
to Section 8.2 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 8.6       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 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 8.2 and, if
applicable, Section 8.4. 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.

                                   ARTICLE 9

                                    COVENANTS

SECTION 9.1       PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

                  The Company will duly and punctually pay the principal of and
premium, if any, and interest (including Liquidated Damages, if any) in respect
of the Securities in accordance with the terms of the Securities and this
Indenture.

SECTION 9.2       MAINTENANCE OF OFFICES OR AGENCIES.

                  The Company hereby appoints the Corporate Trust Office of the
Trustee, where Securities may be:

                  (i)      presented or surrendered for payment;

                  (ii)     surrendered for registration of transfer or exchange;

                  (iii)    surrendered for conversion;



                                       49
<PAGE>

and where notices and demands to or upon the Company in respect of the
Securities and this Indenture maybe served.

                  The Company may at any time and from time to time vary or
terminate the appointment of any such office or appoint any additional offices
for any or all of such purposes; provided, however, that until all of the
Securities have been delivered to the Trustee for cancellation, or monies
sufficient to pay the principal of and premium, if any, and interest (including
Liquidated Damages, if any) on the Securities have been made available for
payment and either paid or returned to the Company pursuant to the provisions of
Section 9.3, the Company will maintain in The City of New York, an office or
agency where Securities may be presented or surrendered for payment, where
Securities may be surrendered for registration of transfer or exchange, where
Securities may be surrendered for conversion 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 15.2, 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.

                  If at any time the Company shall fail to maintain any such
required office or agency in The City of New York, or shall fail to furnish the
Trustee with the address thereof, presentations and surrenders may be made at,
and notices and demands may be served on, the Corporate Trust Office of the
Trustee.

SECTION 9.3       CORPORATE EXISTENCE.

                  Subject to Article 6, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
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 determines 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 9.4       MAINTENANCE OF PROPERTIES.

                  The Company will maintain and keep its properties and every
part thereof in such repair, working order and condition, and make or cause to
be made all such needful and proper repairs, renewals and replacements thereto,
as in the judgment of the Company are necessary in the interests of the Company;
provided, however, that nothing contained in this Section shall prevent the
Company from selling, abandoning or otherwise disposing of any of its properties
or discontinuing a part of its business from time to time if, in the judgment of
the Company, such sale, abandonment, disposition or discontinuance is advisable
and does not materially adversely affect the interests or business of the
Company.

SECTION 9.5       PAYMENT OF TAXES AND OTHER CLAIMS.

                  The Company will, and will cause any Significant Subsidiary
to, promptly pay and discharge or cause to be paid and discharged all material
taxes, assessments and governmental charges or levies lawfully imposed upon it
or upon its income or profits or upon any of its property, real or personal, or
upon any part thereof, as well as all material claims for labor, materials and
supplies which, if unpaid, might by law become a lien or charge upon its
property; provided, however, that neither the Company nor any Significant
Subsidiary shall be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge, levy, or claim if the amount,
applicability or validity thereof shall currently


                                       50
<PAGE>

be contested in good faith by appropriate proceedings and if the Company or such
Significant Subsidiary, as the case may be, shall have set aside on its books
reserves deemed by it adequate with respect thereto.

SECTION 9.6       REPORTS.

                  (a) The Company shall deliver to the Trustee within 15 days
after it files them with the SEC copies of the annual reports and of the
information, documents, and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) which the
Company is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act; provided, however, the Company shall not be required to deliver to
the Trustee any materials for which the Company has sought and received
confidential treatment by the SEC. The Company also shall comply with the other
provisions of Section 314(a) of the TIA.

                  (b) Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any informational contained therein
or determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to conclusively rely exclusively on Officers' Certificates).

                  (c) If at any time the Company is not subject to Section 13 or
15(d) of the Exchange Act, upon the request of a Holder of a Security, the
Company will promptly furnish or cause to be furnished to such Holder or to a
prospective purchaser of such Security designated by such Holder, as the case
may be, the information, if any, required to be delivered by it pursuant to Rule
144A(d)(4) under the Securities Act to permit compliance with Rule 144A in
connection with the resale of such Security.

SECTION 9.7       COMPLIANCE CERTIFICATE.

                  The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company (which as of the date hereof is
December 31), an Officers' Certificate stating that in the course of the
performance by the signers of their duties as Officers of the Company, they
would normally have knowledge of any failure by the Company to comply with all
conditions, or any Default by the Company with respect to any covenants, under
this Indenture, and further stating whether or not they have knowledge of any
such failure or Default and, if so, specifying each such failure or Default and
the nature thereof. In the event an Officer of the Company comes to have actual
knowledge of a Default, regardless of the date, the Company shall deliver an
Officers' Certificate to the Trustee specifying such Default and the nature and
status thereof.

SECTION 9.8       [RESERVED].

SECTION 9.9       LIQUIDATED DAMAGES.

                  If Liquidated Damages are payable by the Company pursuant to
the Registration Rights Agreement, the Company shall deliver to the Trustee an
Officers' Certificate to that effect stating (i) the amount of such Liquidated
Damages that are payable and (ii) the date on which such Liquidated Damages are
payable. Unless and until a Responsible Officer of the Trustee receives such a
certificate, the Trustee may assume without inquiry that no Liquidated Damages
are payable. If the Company has paid Liquidated Damages directly to the persons
entitled to them, the Company shall deliver to the Trustee an Officers'
Certificate setting forth the particulars of such payment.



                                       51
<PAGE>

                                   ARTICLE 10

                            REDEMPTION OF SECURITIES

SECTION 10.1      [RESERVED].

SECTION 10.2      OPTIONAL REDEMPTION.

                  On or after December 1, 2003, the Company may, at its option,
redeem the Securities in whole at any time or in part from time to time, on any
date prior to Maturity, upon notice as set forth in Section 10.5, at the
Redemption Price (expressed as percentages of the principal amount) set forth
below if redeemed on a Redemption Date occurring during the 12-month period
beginning December 1 of the years indicated and ending November 30 of the
following year:

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

        2003.......................................    102.625%

        2004.......................................    101.313%

        2005, and thereafter.......................    100.0%


plus any interest (including Liquidated Damages, if any) accrued and unpaid to,
but excluding, the Redemption Date.

SECTION 10.3      NOTICE TO TRUSTEE.

                  If the Company elects to redeem Securities pursuant to the
provisions of Section 10.2, it shall notify the Trustee at least 45 days (unless
a shorter period is reasonably acceptable to the Trustee) prior to the intended
Redemption Date of (i) such intended Redemption Date, (ii) the principal amount
of Securities to be redeemed and (iii) the CUSIP numbers of the Securities to be
redeemed.

SECTION 10.4      SELECTION OF SECURITIES TO BE REDEEMED.

                  If fewer than all the Securities are to be redeemed, the
Trustee shall select the particular Securities to be redeemed in principal
amounts of $1,000 or whole multiples of $1,000 from the Outstanding Securities
by a method that complies with the requirements of any exchange on which the
Securities are listed, or, if the Securities are not listed on an exchange, on a
pro rata basis or by lot or in accordance with any other method the Trustee
considers fair and appropriate. Securities and portions thereof that the Trustee
selects shall be in amounts equal to the minimum authorized denominations for
Securities to be redeemed or any integral multiple thereof.

                  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 to be the portion selected for redemption; provided, however, that the
Holder of such Security so converted and deemed redeemed shall not be entitled
to any additional interest payment as a result of such deemed redemption than
such Holder would have otherwise been entitled to receive upon conversion of
such Security. 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.



                                       52
<PAGE>

                  The Trustee shall promptly notify the Company and the
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 10.5      NOTICE OF REDEMPTION.

                  Notice of redemption shall be given in the manner provided in
Section 15.2 to the Holders of Securities to be redeemed. Such notice shall be
given not less than 20 nor more than 60 days prior to the intended Redemption
Date.

                  All notices of redemption shall state:

                  (1) such intended Redemption Date;

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

                  (3) if fewer than all the 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
         interest accrued and unpaid to, but excluding, the Redemption Date, if
         any, will become due and payable upon each such Security to be
         redeemed, and that interest (including Liquidated Damages, if any)
         thereon shall cease to accrue on and after such date;

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

                  (6) the place or places where such Securities are to be
         surrendered for payment of the Redemption Price, accrued and unpaid
         interest, if any; and

                  (7) the CUSIP number of the Securities.

         The notice given shall specify the last date on which exchanges or
transfers of Securities may be made pursuant to Section 2.7, and shall specify
the serial numbers of Securities, if Physical Securities are selected for
redemption, and the portions thereof called for redemption.

         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 request, by the
Trustee in the name of and at the expense of the Company.



                                       53
<PAGE>

SECTION 10.6      EFFECT OF NOTICE OF REDEMPTION.

                  Notice of redemption having been given as provided in Section
10.5, 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
and accrued and unpaid interest) such Securities shall cease to bear interest.
Upon surrender of any such Security for redemption in accordance with such
notice, such Security shall be paid by the Company at the Redemption Price;
provided, however, the installments of interest on Securities whose Stated
Maturity is prior to or on 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
2.7.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal and premium, if any, shall,
until paid, bear interest from the Redemption Date at the Interest Rate.

SECTION 10.7      DEPOSIT OF REDEMPTION PRICE.

                  Prior to 11:00 a.m. New York City time on any Redemption Date,
the Company shall deposit with the Trustee or with a Paying Agent an amount of
money sufficient to pay the Redemption Price, and accrued and unpaid interest
(including Liquidated Damages, if any), in respect of all the Securities to be
redeemed on that Redemption Date, other than any Securities called for
redemption on that date which have been converted prior to the date of such
deposit, and accrued and unpaid interest, if any, on such Securities.

                  If any Security called for redemption is converted, any money
deposited with the Trustee or with a Paying Agent or so segregated and held in
trust for the redemption of such Security shall (subject to any right of the
Holder of such Security or any Predecessor Security to receive interest as
provided in the fourth to last paragraph of Section 2.1) be paid to the Company
on Company Request or, if then held by the Company, shall be discharged from
such trust.

SECTION 10.8      SECURITIES REDEEMED IN PART.

                  Any Security which is to be redeemed only in part shall be
surrendered at an office or agency of the Company designated for that purpose
pursuant to Section 9.2 (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 the Holder's
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver 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.



                                       54
<PAGE>

                                   ARTICLE 11

          REPURCHASE AT THE OPTION OF A HOLDER UPON A CHANGE OF CONTROL

SECTION 11.1      REPURCHASE RIGHT.

         In the event that a Change of Control shall occur, each Holder shall
have the right (the "Repurchase Right"), at the Holder's option, but subject to
the provisions of Section 11.2, 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 any integral multiple of $1,000
(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 an integral multiple of $1,000), on the date specified in the
Company Notice given pursuant to Section 11.3 in connection with such Change of
Control (the "Repurchase Date") that is no earlier than 30 days nor later than
60 days after the date of such Company Notice at a purchase price equal to 100%
of the principal amount of the Securities to be repurchased (the "Repurchase
Price"), plus, subject to Section 2.1(e), interest (including Liquidated
Damages, if any) accrued and unpaid to, but excluding, the Repurchase Date;
provided, however, that installments of interest on Securities whose Stated
Maturity is prior to or on 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
2.1.

         Subject to the fulfillment by the Company of the conditions set forth
in Section 11.2, in the event of a Change of Control the Company may elect to
pay the Repurchase Price by delivering a number of shares of Common Stock equal
to (i) the Repurchase Price divided by (ii) 95% of the average of the Trading
Prices per share of Common Stock for the five consecutive Trading Days
immediately preceding and including the third Trading Day prior to the
Repurchase Date.

         Whenever in this Indenture (including Sections 2.2, 4.2(a) and 4.7) or
Exhibit A annexed hereto 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 to 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 13, such reference shall be deemed to include
reference to the Repurchase Price only to the extent the Repurchase Price is
payable in cash.

SECTION 11.2      CONDITIONS TO THE COMPANY'S ELECTION TO PAY THE REPURCHASE
                  PRICE IN COMMON STOCK.

         The Company may, at its option, pay the Repurchase Price payable to
Holders pursuant to Section 11.1 upon redemption of the Securities, in shares of
Common Stock, if the following conditions are satisfied:

         (a) The shares of Common Stock to be so issued:

                  (i) shall not require registration under any federal
         securities law before such shares may be freely transferable without
         being subject to any transfer restrictions under


                                       55
<PAGE>

         the Securities Act upon repurchase or redemption, as the case may be,
         or if such registration is required, such registration shall be
         completed and shall become effective prior to the Repurchase Date or
         the Redemption Date, as the case may be; and

                  (ii) shall not require registration with, or approval of, any
         governmental authority under any state law or any other federal law
         before shares may be validly issued or delivered upon repurchase or
         redemption or if such registration is required or such approval must be
         obtained, such registration shall be completed or such approval shall
         be obtained prior to the Repurchase Date or Redemption Date, as the
         case may be.

         (b) The shares of Common Stock to be listed upon repurchase or
redemption of Securities hereunder are, or shall have been, approved for listing
on the Nasdaq National Market or the New York Stock Exchange or listed on
another national securities exchange, in any case, prior to the Repurchase Date
or the Redemption Date, as the case may be.

         (c) All shares of Common Stock which may be issued upon repurchase or
redemption of Securities will be issued out of the Company's authorized but
unissued Common Stock or treasury stock and will, upon issue, be duly and
validly issued and fully paid and nonassessable and free of any preemptive or
similar rights.

         (d) If any of the conditions set forth in clauses (a) through (c) of
this Section 11.2 are not satisfied in accordance with the terms thereof, the
Repurchase Price shall be paid by the Company only in cash.

SECTION 11.3      NOTICES; METHOD OF EXERCISING REPURCHASE RIGHT, ETC.

         (a) Unless the Company shall have theretofore called for redemption all
of the Outstanding Securities, prior to or on the 30th day after the occurrence
of a Change of Control, the Company, or, at the written request and expense of
the Company prior to or on the 30th day after such occurrence, the Trustee,
shall give to all Holders of Securities notice, in the manner provided in
Section 15.2, of the occurrence of the Change of Control and of the Repurchase
Right set forth herein arising as a result thereof (the "Company Notice"). The
Company shall also deliver a copy of such notice of a Repurchase Right to the
Trustee. Each notice of a Repurchase Right shall state:

                  (1) the Repurchase Date;

                  (2) the date by which the Repurchase Right must exercised;

                  (3) the Repurchase Price and accrued and unpaid interest
         (including Liquidated Damages, if any), if any;

                  (4) whether the Repurchase Price shall be paid by the Company
         in cash or by delivery of shares of Common Stock;

                  (5) a description of the procedure which a Holder must follow
         to exercise its Repurchase Right, and the place or places where such
         Securities, are to be surrendered for payment of the Repurchase Price
         and accrued and unpaid interest, if any;

                  (6) that on the Repurchase Date the Repurchase Price and
         accrued and unpaid interest, if any, will become due and payable in
         cash upon each such Security designated


                                       56
<PAGE>

         by the Holder to be repurchased, and that interest thereon shall cease
         to accrue on and after said date;

                  (7) the Conversion Price 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 where such Securities may be
         surrendered for conversion;

                  (8) the place or places where such Securities, together with
         the Option to Elect Repayment Upon a Change of Control certificate
         included in Exhibit A annexed hereto are to be delivered for payment of
         the Repurchase Price and accrued and unpaid interest, if any; and

                  (9) the CUSIP number of the Securities.

         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
11 are inconsistent with applicable law, such law shall govern.

         (b) To exercise its Repurchase Right, a Holder shall deliver to the
Trustee prior to the close of business on the day immediately preceding the
Repurchase Date:

                  (1) written notice of the Holder's exercise of such right,
         which notice shall set forth the name of the Holder, the principal
         amount of the Securities to be repurchased (and, if any Security is to
         be repurchased in part, the serial number thereof, the portion of the
         principal amount thereof to be repurchased) 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

                  (2) the Securities with respect to which the Repurchase Right
         is being exercised.

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 provided that the
Holder delivers notice to the Paying Agent prior to the close of business on the
Business Day immediately preceding the Repurchase Date.

         (c) 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 or, if shares of Common Stock are
to be paid, as promptly after the Repurchase Date as practicable, together with
accrued and unpaid interest to, but excluding, the Repurchase Date payable in
cash with respect to the Securities as to which the Repurchase Right has been
exercised; provided, however, that installments of interest that mature prior to
or on the Repurchase Date shall be payable in cash to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Regular Record Date.



                                       57
<PAGE>

                  (d) 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 Interest Rate, 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.

                  (e) Any Security which 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.

                  (f) 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 stock certificate or stock certificates representing 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 stock certificate or
stock certificates representing such shares are to be issued as the holder or
holders of record of the shares represented thereby 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.

                  (g) No fractions of shares of Common Stock shall be issued
upon repurchase of any Security or 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 which shall be issued upon
such repurchase shall be computed on the basis of the aggregate principal amount
of the Securities (or specified portions thereof) to be so repurchased. Instead
of any fractional share of Common Stock which would otherwise be issued on the
repurchase of any Security or Securities (or specified portions thereof), the
Company shall pay a cash adjustment in respect of such fraction (calculated to
the nearest one-100th of a share) in an amount equal to the same fraction of the
Trading Price of the Common Stock as of the Trading Day preceding the Repurchase
Date.

                  (h) Any issuance and delivery of stock certificates
representing shares of Common Stock on repurchase of Securities shall be made
without charge to the Holder of Securities being repurchased for such stock
certificates or for any tax or duty in respect of the issuance or delivery of
such stock certificates or the Securities represented thereby; provided,
however, that the Company shall not be required to pay any tax or duty which may
be payable in respect of (i) income of the Holder or (ii) any transfer involved
in the issuance or delivery of stock certificates representing 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 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.

                  (i) 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 2.15.



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<PAGE>

                  (j) Prior to mailing the Company notice, but in any event
within 90 days following a Change of Control, the Company will either repay all
outstanding Senior Debt or offer to repay all Senior Debt and terminate all
commitments thereunder of each lender who has accepted such offer or obtain the
requisite consents, if any, under all agreements governing outstanding Senior
Debt to permit the repurchase of Securities required by this covenant.

                  (k) The Company will publicly announce the results of the
Repurchase Right offer on or as soon as practicable after it closes.

                                   ARTICLE 12

                            CONVERSION OF SECURITIES

SECTION 12.1      CONVERSION RIGHT AND CONVERSION PRICE.

                  Subject to and upon compliance with the provisions of this
Article, at the option of the Holder thereof, any Security or any portion of the
principal amount thereof which is an integral multiple of $1,000 may be
converted at the principal amount thereof, or of such portion thereof, into duly
authorized, fully paid and nonassessable shares of Common Stock, at the
Conversion Price, determined as hereinafter provided, in effect at the time of
conversion. Such conversion right shall expire at the close of business on the
Business Day immediately preceding June 1, 2009.

                  In case a Security or portion thereof is called for
redemption, such conversion right in respect of the Security or the portion so
called, shall expire at the close of business on the Business Day preceding the
Redemption Date, unless the Company defaults in making the payment due upon
redemption. In the case of a Change of Control for which the Holder exercises
its Repurchase Right with respect to a Security or portion thereof, such
conversion right in respect of the Security or portion thereof shall expire at
the close of business on the Business Day immediately preceding the Repurchase
Date.

                  The price at which shares of Common Stock shall be delivered
upon conversion (the "Conversion Price") shall be initially equal to $81.50 per
share of Common Stock. The Conversion Price shall be adjusted in certain
instances as provided in paragraphs (a), (b), (c), (d), (e), (f), (h) and (1) of
Section 12.4.

SECTION 12.2      EXERCISE OF CONVERSION RIGHT.

                  To exercise the conversion right, the Holder of any Security
to be converted shall surrender such Security duly endorsed or assigned to the
Company or in blank, at the office of any Conversion Agent, accompanied by a
duly signed conversion notice substantially in the form attached to the
Security, to the Company, with a copy to the Trustee, 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.

                  Securities surrendered for conversion during the period from
the close of business on any Regular Record Date to the opening of business on
the next succeeding Interest Payment Date (other than any Security whose
Maturity is prior to such Interest Payment Date or that has been called for
redemption by the Company on a date that falls on or after such Regular Record
Date and on or prior to the related Interest Payment Date) shall be accompanied
by payment in New York Clearing House funds or other funds acceptable to the
Company of an amount equal to the interest to be received on such Interest
Payment Date on the principal amount of Securities being surrendered for
conversion.



                                       59
<PAGE>

         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 provisions of this Article 12, including any required
payments, 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 cause to be issued and
delivered to such Conversion Agent a stock certificate or stock certificates
representing the number of full shares of Common Stock issuable upon conversion
of such Securities, together with payment in lieu of any fraction of a share as
provided in Section 12.3.

         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 make
available for delivery to the Holder thereof, at the expense of the Company, a
new Security or Securities of authorized denominations in aggregate principal
amount equal to the unconverted portion of the principal amount of such
Securities.

         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 Holder of such
Restricted Security, such Holder must deliver to the Conversion Agent a
certificate in substantially the form set forth in the form of Security set
forth in Exhibit A annexed hereto, dated the date of surrender of such
Restricted Security and signed by such Holder, 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 Holder shares of Common Stock or
Securities issued upon conversion of any such Restricted Security not so
accompanied by a properly completed certificate.

         The Company hereby initially appoints The Bank of New York as the
Conversion Agent.

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 issued 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 which would
otherwise be issued upon conversion of any Security or Securities (or specified
portions thereof), the Company shall pay a cash adjustment in respect of such
fraction (calculated to the nearest one-100th of a share) in an amount equal to
the same fraction of the Trading Price of the Common Stock as of the Trading Day
preceding the date of conversion.

SECTION 12.4      ADJUSTMENT OF CONVERSION PRICE.

         The Conversion Price shall be subject to adjustment, calculated by the
Company, from time to time as follows:

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



                                       60
<PAGE>

                  (i) the numerator of which shall be the number of shares of
         Common Stock outstanding at the close of business on the Record Date
         (as defined in Section 12.4(g)) fixed for such determination; and

                  (ii) the denominator of which shall be the sum of such number
         of shares and the total number of shares constituting such dividend or
         other distribution.

Such reduction shall become effective immediately after the opening of business
on the day following the Record Date. If any dividend or distribution of the
type described in this Section 12.4(a) is declared but not so paid or made, the
Conversion Price shall again be adjusted to the Conversion Price which would
then be in effect if such dividend or distribution had not been declared.

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

         (c) In case the Company shall issue rights or warrants (other than any
rights or warrants referred to in Section 12.4(d)) to all holders of its
outstanding shares of Common Stock entitling them to subscribe for or purchase
shares of Common Stock (or securities convertible into shares of Common Stock)
at a price per share less than (or having a conversion price per share less
than) the Current Market Price on the Record Date fixed for the determination of
stockholders entitled to receive such rights or warrants, the Conversion Price
shall be adjusted so that the same shall equal the price determined by
multiplying the Conversion Price in effect at the opening of business on the
date after such Record Date by a fraction:

                  (i) the numerator of which shall be the number of shares of
         Common Stock outstanding at the close of business on the Record Date,
         plus the number of shares which the aggregate offering price of the
         total number of shares so offered for subscription or purchase (or the
         aggregate conversion price of the convertible securities so offered)
         would purchase at such Current Market Price; and

                  (ii) the denominator of which shall be the number of shares of
         Common Stock outstanding on the close of business on the Record Date,
         plus the total number of additional shares of Common Stock so offered
         for subscription or purchase (or into which the convertible securities
         so offered are convertible).

Such adjustment shall become effective immediately after the opening of business
on the day following the Record Date fixed for determination of stockholders
entitled to receive such rights or warrants. To the extent that shares of Common
Stock (or securities convertible into Common Stock) are not delivered pursuant
to such rights or warrants, upon the expiration or termination of such rights or
warrants, the Conversion Price shall be readjusted to the Conversion Price which
would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made on the basis of the delivery of only the number of
shares of Common Stock (or


                                       61
<PAGE>

securities convertible into Common Stock) actually delivered. In the event that
such rights or warrants are not so issued, the Conversion Price shall again be
adjusted to be the Conversion Price which would then be in effect if such date
fixed for the determination of stockholders entitled to receive such rights or
warrants had not been fixed. In determining whether any rights or warrants
entitle the holders to subscribe for or purchase shares of Common Stock at less
than such Current Market Price, and in determining the aggregate offering price
of such shares of Common Stock, there shall be taken into account any
consideration received for such rights or warrants, the value of such
consideration if other than cash, to be determined by the Board of Directors.

         (d) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock shares of any class of capital stock of the
Company (other than any dividends or distributions to which Section 12.4(a)
applies) or evidences of its indebtedness, cash or other assets, including
securities, but excluding (1) any rights or warrants referred to in Section
12.4(c), (2) any stock, securities or other property or assets (including cash)
distributed in connection with a reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or conveyance to
which Section 12.11 applies and (3) dividends and distributions paid exclusively
in cash (the securities described in foregoing clauses (1), (2) and (3)
hereinafter in this Section 12.4(d) called the "securities"), then, in each such
case, subject to the second succeeding paragraph of this Section 12.4(d), the
Conversion Price shall be reduced so that the same shall be equal to the price
determined by multiplying the Conversion Price in effect immediately prior to
the close of business on the Record Date with respect to such distribution by a
fraction:

                  (i) the numerator of which shall be the Current Market Price
         on such date, less the fair market value (as determined by the Board of
         Directors, whose determination shall be conclusive and set forth in a
         Board Resolution) on such date of the portion of the securities so
         distributed applicable to one share of Common Stock (determined on the
         basis of the number of shares of the Common Stock outstanding on the
         Record Date); and

                  (ii) the denominator of which shall be such Current Market
         Price.

Such reduction shall become effective immediately prior to the opening of
business on the day following the Record Date. However, in the event that the
then fair market value (as so determined) of the portion of the securities so
distributed applicable to one share of Common Stock is equal to or greater than
the Current Market Price on the Record Date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Holder shall have the
right to receive upon conversion of a Security (or any portion thereof) the
amount of securities such Holder would have received had such Holder converted
such Security (or portion thereof) immediately prior to such Record Date. In the
event that such dividend or distribution is not so paid or made, the Conversion
Price shall again be adjusted to be the Conversion Price which would then be in
effect if such dividend or distribution had not been declared.

         If the Board of Directors determines the fair market value of any
distribution for purposes of this Section 12.4(d) by reference to the actual or
when issued trading market for any securities comprising all or part of such
distribution, it must in doing so consider the prices in such market over the
same period (the "Reference Period") used in computing the Current Market Price
pursuant to Section 12.4(g) to the extent possible, unless the Board of
Directors in a Board Resolution determines in good faith that determining the
fair market value during the Reference Period would not be in the best interest
of the Holders.



                                       62
<PAGE>

         Notwithstanding the foregoing, in the event that the Company shall make
a distribution subject to this Section 12.4(d) the Company may, in lieu of
making any adjustment required pursuant to this Section 12.4(d), make proper
provision so that each holder of a Security who converts such Security (or any
portion thereof) after the Record Date for such distribution shall be entitled
to receive upon such conversion, in addition to the shares of Common Stock
issuable upon such conversion, the securities such Holder would have received
had such Holder converted such Security (or portion thereof) immediately prior
to such Record Date.

         Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("Trigger Event"):

         (i)      are deemed to be transferred with such shares of Common Stock;

         (ii)     are not exercisable; and

         (iii)    are also issued in respect of future issuances of Common
                  Stock;

shall be deemed not to have been distributed for purposes of this Section
12.4(d) (and no adjustment to the Conversion Price under this Section 12.4(d)
will be required) until the occurrence of the earliest Trigger Event. If such
right or warrant is subject to subsequent events, upon the occurrence of which
such right or warrant shall become exercisable to purchase different securities,
evidences of indebtedness or other assets or entitle the holder to purchase a
different number or amount of the foregoing or to purchase any of the foregoing
at a different purchase price, then the occurrence of each such event shall be
deemed to be the date of issuance and record date with respect to a new right or
warrant (and a termination or expiration of the existing right or warrant
without exercise by the holder thereof). In addition, in the event of any
distribution (or deemed distribution) of rights or warrants, or any Trigger
Event or other event (of the type described in the preceding sentence) with
respect thereto, that resulted in an adjustment to the Conversion Price under
this Section 12.4(d):

                  (1) in the case of any such rights or warrants which shall all
         have been redeemed or repurchased without exercise by any holders
         thereof, the Conversion Price 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 such rights or warrants all of which shall
         have expired or been terminated without exercise, the Conversion Price
         shall be readjusted as if such rights and warrants had never been
         issued.

         For purposes of this Section 12.4(d) and Sections 12.4(a), 12.4(b) and
         12.4(c), any dividend or distribution to which this Section 12.4(d) is
         applicable that also includes shares of Common Stock, a subdivision or
         combination of Common Stock to which Section 12.4(c) applies, or rights
         or warrants to subscribe for or purchase shares of


                                       63
<PAGE>

         Common Stock to which Section 12.4(c) applies (or any combination
         thereof), shall be deemed instead to be:

                  (1) a dividend or distribution of the evidences of
         indebtedness, assets, shares of capital stock, rights or warrants other
         than such shares of Common Stock, such subdivision or combination or
         such rights or warrants to which Sections 12.4(a), 12.4(b) and 12.4(c)
         apply, respectively (and any Conversion Price reduction required by
         this Section 12.4(d) with respect to such dividend or distribution
         shall then be made), immediately followed by

                  (2) a dividend or distribution of such shares of Common Stock,
         such subdivision or combination or such rights or warrants (and any
         further Conversion Price reduction required by Sections 12.4(a),
         12.4(b) and 12.4(c) with respect to such dividend or distribution shall
         then be made), except:

                           (A) the Record Date of such dividend or distribution
                  shall be substituted as (x) "the date fixed for the
                  determination of stockholders entitled to receive such
                  dividend or other distribution," "Record Date fixed for such
                  determinations" and "Record Date" within the meaning of
                  Section 12.4(a), (y) "the day upon which such subdivision
                  becomes effective" and "the day upon which such combination
                  becomes effective" within the meaning of Section 12.4(b), and
                  (z) as "the date fixed for the determination of stockholders
                  entitled to receive such rights or warrants," "the Record Date
                  fixed for the determination of the stockholders entitled to
                  receive such rights or warrants" and such "Record Date" within
                  the meaning of Section 12.4(c); and

                           (B) any shares of Common Stock included in such
                  dividend or distribution shall not be deemed "outstanding at
                  the close of business on the date fixed for such
                  determination" within the meaning of Section 12.4(a) and any
                  reduction or increase in the number of shares of Common Stock
                  resulting from such subdivision or combination shall be
                  disregarded in connection with such dividend or distribution.

              (e) In case the Company shall, by dividend or otherwise,
       distribute to all holders of its Common Stock cash (excluding any cash
       that is distributed upon a reclassification, change, merger,
       consolidation, statutory share exchange, combination, sale or conveyance
       to which Section 12.11 applies or as part of a distribution referred to
       in Section 12.4(d)), in an aggregate amount that, combined together with:

                     (1) the aggregate amount of any other such distributions to
              all holders of Common Stock made exclusively in cash within the 12
              months preceding the date of payment of such distribution, and in
              respect of which no adjustment pursuant to this Section 12.4(e)
              has been made; and

                     (2) the aggregate of any cash plus the fair market value
              (as determined by the Board of Directors, whose determination
              shall be conclusive and set forth 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 12 months preceding the date of
              such distribution, and in respect of which no adjustment pursuant
              to Section 12.4(f) has been made;



                                       64
<PAGE>

exceeds 10% of the product of the Current Market Price on the Record Date with
respect to such distribution times the number of shares of Common Stock
outstanding on such date, then and in each such case, immediately after the
close of business on such date, the Conversion Price shall be reduced so that
the same shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to the close of business on such Record Date by a
fraction:

                     (i) the numerator of which shall be equal to the Current
              Market Price on the Record Date less an amount equal to the
              quotient of (x) the excess of such combined amount over such 10%
              and (y) the number of shares of Common Stock outstanding on the
              Record Date, and

                     (ii) the denominator of which shall be equal to the Current
              Market Price on such date.

However, in the event that the then fair market value (as so determined) of the
portion of the securities so distributed applicable to one share of Common Stock
is equal to or greater than the Current Market Price on the Record Date, in lieu
of the foregoing adjustment, adequate provision shall be made so that each
Holder shall have the right to receive upon conversion of a Security (or any
portion thereof) the amount of cash such Holder would have received had such
Holder converted such Security (or portion thereof) immediately prior to such
Record Date. In the event that such dividend or distribution is not so paid or
made, the Conversion Price shall again be adjusted to be the Conversion Price
which would then be in effect if such dividend or distribution had not been
declared.

          (f) In case a tender offer made by the Company or any of its
     Subsidiaries 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 set forth in a Board Resolution) that combined together
     with:

                  (1) the aggregate of the cash plus the fair market value (as
         determined by the Board of Directors, whose determination shall be
         conclusive and set forth in a Board Resolution), as of the expiration
         of such tender offer, of consideration payable in respect of any other
         tender offers, by the Company or any of its subsidiaries for all or any
         portion of the Common Stock expiring within the 12 months preceding the
         expiration of such tender offer and in respect of which no adjustment
         pursuant to this Section 12.4(f) has been made;

                  (2) the aggregate amount of any distributions to all holders
         of the Company's Common Stock made exclusively in cash within 12 months
         preceding the expiration of such tender offer and in respect of which
         no adjustment pursuant to Section 12.4(e) has been made; and

exceeds 10% of the product of the Current Market Price 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) on 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 Price shall be adjusted so that the same


                                       65
<PAGE>

shall equal the price determined by multiplying the Conversion Price in effect
immediately prior to close of business on the date of the Expiration Time by a
fraction:

                     (i) the numerator of which shall be the number of shares of
              Common Stock outstanding (including any tendered shares) at the
              Expiration Time multiplied by the Current Market Price of the
              Common Stock on the Trading Day next succeeding the Expiration
              Time; and

                     (ii) the denominator shall be the sum of (x) the fair
              market value (determined as aforesaid) of the aggregate
              consideration payable to stockholders based on the acceptance (up
              to any maximum specified in the terms of the tender offer) 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") and (y) the product of the
              number of shares of Common Stock outstanding (less any Purchased
              Shares) on the Expiration Time and the Current Market Price of the
              Common Stock on the Trading Day next succeeding the Expiration
              Time.

Such reduction (if any) shall become effective immediately prior to the opening
of business on the day following the Expiration Time. In the event that the
Company is obligated to purchase shares pursuant to any such tender offer, but
the Company is permanently prevented by applicable law from effecting any such
purchases or all such purchases are rescinded, the Conversion Price shall again
be adjusted to be the Conversion Price which would then be in effect if such
tender offer had not been made. If the application of this Section 12.4(f) to
any tender offer would result in an increase in the Conversion Price, no
adjustment shall be made for such tender offer under this Section 12.4(f).1

          (g) For purposes of this Section 12.4, the following terms shall have
     the meanings indicated:

                  (1) "Current Market Price" shall mean the average of the daily
         Trading Prices per share of Common Stock for the ten consecutive
         Trading Days immediately prior to the date in question; provided,
         however, that if:

                           (i) the "ex" date (as hereinafter defined) for any
                  event (other than the issuance or distribution requiring such
                  computation) that requires an adjustment to the Conversion
                  Price pursuant to Section 12.4(a), (b), (c), (d), (e) or (f)
                  occurs during such ten consecutive Trading Days, the Trading
                  Price for each Trading Day prior to the "ex" date for such
                  other event shall be adjusted by multiplying such Trading
                  Price by the same fraction by which the Conversion Price is so
                  required to be adjusted as a result of such other event;

                           (ii) the "ex" date for any event (other than the
                  issuance or distribution requiring such computation) that
                  requires an adjustment to the Conversion Price pursuant to
                  Section 12.4(a), (b), (c), (d), (e) or (f) occurs on or after
                  the "ex" date for the issuance or distribution requiring such
                  computation and prior to the day in question, the Trading
                  Price for each Trading Day on and after the "ex" date for such
                  other event shall be adjusted by multiplying such Trading
                  Price by the reciprocal of the fraction by which the
                  Conversion Price is so required to be adjusted as a result of
                  such other event; and



                                       66
<PAGE>

                           (iii) the "ex" date for the issuance or distribution
                  requiring such computation is prior to the day in question,
                  after taking into account any adjustment required pursuant to
                  clause (i) or (ii) of this proviso, the Trading Price for each
                  Trading Day on or after such "ex" date shall be adjusted by
                  adding thereto the amount of any cash and the fair market
                  value (as determined by the Board of Directors in a manner
                  consistent with any determination of such value for purposes
                  of Section 12.4(d) or (f), whose determination shall be
                  conclusive and set forth in a Board Resolution) of the
                  evidences of indebtedness, shares of capital stock or assets
                  being distributed applicable to one share of Common Stock as
                  of the close of business on the day before such "ex" date.

         For purposes of any computation under Section 12.4(f), the Current
         Market Price of the Common Stock on any date shall be deemed to be the
         average of the daily Trading Prices per share of Common Stock for such
         day and the next two succeeding Trading Days; provided, however, that
         if the "ex" date for any event (other than the tender offer requiring
         such computation) that requires an adjustment to the Conversion Price
         pursuant to Section 12.4(a), (b), (c), (d), (e) or (f) occurs on or
         after the Expiration Time for the tender or exchange offer requiring
         such computation and prior to the day in question, the Trading Price
         for each Trading Day on and after the "ex" date for such other event
         shall be adjusted by multiplying such Trading Price by the reciprocal
         of the fraction by which the Conversion Price is so required to be
         adjusted as a result of such other event. For purposes of this
         paragraph, the term "ex" date, when used:

                           (A) with respect to any issuance or distribution,
                  means the first date on which the Common Stock trades regular
                  way on the relevant exchange or in the relevant market from
                  which the Trading Price was obtained without the right to
                  receive such issuance or distribution;

                           (B) with respect to any subdivision or combination of
                  shares of Common Stock, means the first date on which the
                  Common Stock trades regular way on such exchange or in such
                  market after the time at which such subdivision or combination
                  becomes effective; and

                           (C) with respect to any tender or exchange offer,
                  means the first date on which the Common Stock trades regular
                  way on such exchange or in such market after the Expiration
                  Time of such offer.

         Notwithstanding the foregoing, whenever successive adjustments to the
         Conversion Price are called for pursuant to this Section 12.4, such
         adjustments shall be made to the Current Market Price as may be
         necessary or appropriate to effectuate the intent of this Section 12.4
         and to avoid unjust or inequitable results as determined in good faith
         by the Board of Directors.

                  (2) "fair market value" shall mean the amount which a willing
         buyer would pay a willing seller in an arm's length transaction which,
         in the absence of a current market for such transaction, shall be
         determined in good faith by the Board of Directors.

                  (3) "Record Date" shall mean, with respect to any dividend,
         distribution or other transaction or event in which the holders of
         Common Stock have the right to receive any cash, securities or other
         property or in which the Common Stock (or other


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         applicable security) is exchanged for or converted into any combination
         of cash, securities or other property, the date fixed for determination
         of stockholders entitled to receive such cash, securities or other
         property (whether such date is fixed by the Board of Directors or by
         statute, contract or otherwise).

         (h) The Company may make such reductions in the Conversion Price, in
addition to those required by Sections 12.4(a), (b), (c), (d), (e) or (f), as
the Board of Directors considers to be advisable to avoid or diminish any income
tax to holders of Common Stock resulting from any dividend or distribution of
stock (or rights to acquire stock) or from any event treated as such for income
tax purposes.

         To the extent permitted by applicable law, the Company from time to
time may reduce the Conversion Price by any amount for any period of time if the
period is at least 20 days and the reduction is irrevocable during the period
and the Board of Directors determines in good faith that such reduction would be
in the best interests of the Company, which determination shall be conclusive
and set forth in a Board Resolution. Whenever the Conversion Price is reduced
pursuant to the preceding sentence, the Company shall mail to the Trustee and
each Holder at the address of such Holder as it appears in the Register a notice
of the reduction at least 15 days prior to the date the reduced Conversion Price
takes effect, and such notice shall state the reduced Conversion Price and the
period during which it will be in effect.

         (i) No adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in such price;
provided, however, that any adjustments which by reason of this Section 12.4(i)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Article 12 shall be made
by the Company and shall be made to the nearest cent or to the nearest one
hundredth of a share, as the case may be. No adjustment need be made for a
change in the par value or no par value of the Common Stock.

         (j) In any case in which this Section 12.4 provides that an adjustment
shall become effective immediately after a Record Date for an event, the Company
may defer until the occurrence of such event (i) issuing to the Holder of any
Security converted after such Record Date and before the occurrence of such
event the additional shares of Common Stock issuable upon such conversion by
reason of the adjustment required by such event over and above the Common Stock
issuable upon such conversion before giving effect to such adjustment and (ii)
paying to such holder any amount in cash in lieu of any fraction pursuant to
Section 12.3.

         (k) For purposes of this Section 12.4, 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.

         (l) If the distribution date for the rights provided in the Company's
rights agreement, if any, occurs prior to the date a Security is converted, and
the Holder of the Security who converts such Security after the distribution
date is not entitled to receive the rights that would otherwise be attached (but
for the date of conversion) to the shares of Common Stock received upon such
conversion, then an adjustment shall be made to the Conversion Price pursuant to
clause 12.4(b) as if the rights were being distributed to the common
stockholders of the Company immediately prior to such conversion. If such an
adjustment is made and the rights are later


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redeemed, invalidated or terminated, then a corresponding reversing adjustment
shall be made to the Conversion Price, on an equitable basis, to take account of
such event.

SECTION 12.5      NOTICE OF ADJUSTMENTS OF CONVERSION PRICE.

         Whenever the Conversion Price is adjusted as herein provided (other
than in the case of an adjustment pursuant to the second paragraph of Section
12.4(h) for which the notice required by such paragraph has been provided), the
Company shall promptly file with the Trustee and any Conversion Agent other than
the Trustee an Officers' Certificate setting forth the adjusted Conversion Price
and showing in reasonable detail the facts upon which such adjustment is based.
Unless and until the Trustee and any Conversion Agent other than the Trustee
receive an Officers' Certificate setting forth an adjustment to the Conversion
Price, the Trustee and such Conversion Agent may assume without inquiry that the
Conversion Price has not and is not required to be adjusted and that the last
Conversion Price of which the Trustee and such Conversion Agent have knowledge
remains in effect. Promptly after delivery of such Officers' Certificate, the
Company shall prepare a notice stating that the Conversion Price has been
adjusted and setting forth the adjusted Conversion Price and the date on which
each adjustment becomes effective, and shall mail such notice to each Holder at
the address of such Holder as it appears in the Register within 20 days of the
effective date of such adjustment. Failure to deliver such notice shall not
affect the legality or validity of any such adjustment.

         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.

SECTION 12.6      NOTICE PRIOR TO CERTAIN ACTIONS.

         In case at any time after the date hereof:

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

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

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

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

the Company shall cause to be filed at each office or agency maintained for the
purpose of conversion of securities pursuant to Section 9.2, and shall cause to
be provided to the Trustee and all Holders in


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accordance with Section 15.2, at least 20 days (or 10 days in any case specified
in clause (1) or (2) above) prior to the applicable record or effective date
hereinafter specified, a notice stating:

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

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

                  Neither the failure to give such notice nor any defect therein
shall affect the legality or validity of the proceedings or actions described in
clauses (1) through (4) of this Section 12.6.

SECTION 12.7      COMPANY TO RESERVE COMMON STOCK.

                  The Company shall at all times use its best efforts to 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 fully paid and nonassessable 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 (other than taxes on income) and duties that may be payable in
respect of the issue or delivery of shares of Common Stock on conversion of
Securities pursuant hereto. A Holder delivering a Security for conversion shall
be liable for and will be required to pay any tax or duty which may be payable
in respect of any transfer involved in the issue and delivery of shares of
Common Stock in a name other than that of the Holder of the Security or
Securities to be converted, and no such issue or delivery shall be made unless
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.

                  The Company covenants that all shares of Common Stock which
may be issued upon conversion of Securities will upon issuance be fully paid and
nonassessable and that the Company will pay all taxes, liens and charges with
respect to the issuance thereof, except (1) as provided in Section 12.8 or (2)
with respect to any liens or charges created by or imposed upon such Common
Stock by the Holder of the Security or Securities to be converted.

SECTION 12.10     CANCELLATION OF CONVERTED SECURITIES.

                  All Securities delivered for conversion shall be delivered to
the Trustee to be canceled by or at the direction of the Trustee, which shall
dispose of the same as provided in Section 2.15.



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SECTION 12.11     EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.

                  If any of following events occur, namely:

                           (i) any reclassification or change of the outstanding
                  shares of Common Stock (other than a change as a result of a
                  subdivision or combination);

                           (ii) any merger, consolidation, statutory share
                  exchange or combination of the Company with or into another
                  corporation as a result of which holders of Common Stock shall
                  be entitled to receive stock, securities or other property or
                  assets (including cash) with respect to or in exchange for
                  such Common Stock; or

                           (iii) any sale or conveyance of the properties and
                  assets of the Company as, or substantially as, an entirety to
                  any other corporation as a result of which holders of Common
                  Stock shall be entitled to receive stock, securities or other
                  property or assets (including cash) with respect to or in
                  exchange for such Common Stock;

the Company or the successor or purchasing corporation, as the case may be,
shall execute with the Trustee a supplemental indenture (which shall comply with
the TIA as in force at the date of execution of such supplemental indenture if
such supplemental indenture is then required to so comply) providing that such
Security shall be convertible into the kind and amount of shares of stock and
other securities or property or assets (including cash) which such Holder would
have been entitled to receive upon such reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or conveyance had
such Securities been converted into Common Stock immediately prior to such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance assuming such holder of Common Stock did not
exercise its rights of election, if any, as to the kind or amount of securities,
cash or other property receivable upon such merger, consolidation, statutory
share exchange, sale or conveyance (provided that, if the kind or amount of
securities, cash or other property receivable upon such merger, consolidation,
statutory share exchange, sale or conveyance is not the same for each share of
Common Stock in respect of which such rights of election shall not have been
exercised ("Non-Electing Share"), then for the purposes of this Section 12.11
the kind and amount of securities, cash or other property receivable upon such
merger, consolidation, statutory share exchange, sale or conveyance for each
Non-Electing Share shall be deemed to be the kind and amount so receivable per
share by a plurality of the Non-Electing Shares). Such supplemental indenture
shall provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article 12. If, in the case
of any such reclassification, change, merger, consolidation, statutory share
exchange, combination, sale or conveyance, the stock or other securities and
assets receivable thereupon by a holder of shares of Common Stock includes
shares of stock or other securities and assets of a corporation other than the
successor or purchasing corporation, as the case may be, in such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance, then such supplemental indenture shall also be
executed by such other corporation and shall contain such additional provisions
to protect the interests of the Holders of the Securities as the Board of
Directors shall reasonably consider necessary by reason of the foregoing,
including to the extent practicable the provisions providing for the Repurchase
Rights set forth in Article 13.

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



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<PAGE>

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

                  If this Section 12.11 applies to any event or occurrence,
Section 12.4 shall not apply.

SECTION 12.12     RESPONSIBILITY OF TRUSTEE FOR CONVERSION PROVISIONS.

                  The Trustee, subject to the provisions of Section 5.1, 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 Price, or with respect to the nature or intent
of any such adjustments when made, or with respect to the method employed, or
herein or in any supplemental indenture provided to be employed, in making the
same. Neither the Trustee, subject to the provisions of Section 5.1, nor any
Conversion Agent shall be accountable with respect to the validity or value (of
the kind or amount) of any Common Stock, or of any other securities or property,
which may at any time be issued or delivered upon the conversion of any
Security; and it or they do not make any representation with respect thereto.
Neither the Trustee, subject to the provisions of Section 5.1, nor any
Conversion Agent shall be responsible for any failure of the Company to make any
cash payment or to issue, transfer or deliver any shares of stock or share
certificates or other securities or property upon the surrender of any Security
for the purpose of conversion; and the Trustee, subject to the provisions of
Section 5.1, and any Conversion Agent shall not be responsible or liable for any
failure of the Company to comply with any of the covenants of the Company
contained in this Article.

                                   ARTICLE 13

                                  SUBORDINATION

SECTION 13.1      AGREEMENT TO SUBORDINATE.

                  The Company agrees, and each Holder by accepting a Security
agrees, that the Indebtedness evidenced by the Securities is subordinated in
right of payment, to the extent and in the manner provided in this Article 13,
to the prior payment in full in cash of all Senior Debt (whether outstanding on
the date hereof or hereafter created, incurred, assumed or guaranteed), and that
the subordination is for the benefit of the holders of Senior Debt.

SECTION 13.2      LIQUIDATION; DISSOLUTION; BANKRUPTCY.

                  Upon any distribution to creditors of the Company in a
liquidation or dissolution of the Company or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or its
property, an assignment for the benefit of creditors or any marshalling of the
Company's assets and liabilities, the holders of Senior Debt shall be entitled
to receive payment in full in cash of all Obligations due in respect of such
Senior Debt (including interest after the commencement of any such proceeding at
the rate specified in the applicable Senior Debt, whether or not an allowable
claim in any such proceeding) before the Holders of Securities will be entitled
to receive any payment with respect to the Securities, and until all Obligations
with respect to Senior Debt are paid in full in cash, any distribution to which
the Holders of Securities would be entitled shall be made to the holders of
Senior Debt (except, in each case, that Holders of Securities may receive
Permitted Junior Securities and payments made from the trust described under
Article 3).



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SECTION 13.3      DEFAULT ON DESIGNATED SENIOR DEBT.

                  The Company may not make any payment or distribution to the
Trustee or any Holder in respect of Obligations with respect to the Securities
and may not acquire from the Trustee or any Holder any Securities for cash or
property (other than (i) securities that are subordinated to at least the same
extent as the Securities to (a) Senior Debt and (b) any securities issued in
exchange for Senior Debt and (ii) payments and other distributions made from any
defeasance trust created pursuant to Section 3 hereof) until all principal and
other Obligations with respect to the Senior Debt have been paid in full if:

                  (i) a default in the payment of any principal or other
Obligations with respect to Designated Senior Debt occurs and is continuing; or

                  (ii) a default, other than a payment default, on Designated
Senior Debt occurs and is continuing that then permits holders of the Designated
Senior Debt to accelerate its maturity and the Trustee receives a notice of the
default (a "Payment Blockage Notice") from the Company or a Representative with
respect to such Designated Senior Debt. If the Trustee receives any such Payment
Blockage Notice, no subsequent Payment Blockage Notice shall be effective for
purposes of this Section unless and until (a) at least 360 days shall have
elapsed since the 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 unless such default shall have been waived or cured for
a period of not less than 90 days.

                  The Company may and shall resume payments on and distributions
in respect of the Securities and may acquire them upon the earlier of:

                  (1) the date upon which the default is cured or waived, or

                  (2) in the case of a default referred to in Section 13.3(ii)
hereof, 179 days pass after notice is received if the maturity of such
Designated Senior Debt has not been accelerated,

                  if this Article otherwise permits the payment, distribution or
acquisition at the time of such payment or acquisition.

SECTION 13.4      ACCELERATION OF SECURITIES.

                  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 13.5      WHEN DISTRIBUTION MUST BE PAID OVER.

                  In the event that the Trustee or any Holder receives any
payment of any Obligations with respect to the Securities at a time when the
Trustee or such Holder, as applicable, has actual knowledge that such payment is
prohibited by this Article 13 hereof, such payment shall be held by the Trustee
or such Holder, in trust for the benefit of, and shall be paid forthwith over
and delivered, upon written request, to, the holders of Senior Debt as their
interests may appear or their representative under the indenture or other
agreement (if any) pursuant to which Senior Debt may have been issued, as their
respective interests may appear, for application to the payment of all
Obligations with respect to Senior


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<PAGE>

Debt remaining unpaid to the extent necessary to pay such Obligations in full in
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.

                  With respect to the holders of Senior Debt, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article 13, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt, and shall not be liable to any
such holders if the Trustee shall pay over or distribute to or on behalf of
Holders or the Company or any other Person money or assets to which any holders
of Senior Debt shall be entitled by virtue of this Article 13, except if such
payment is made as a result of the willful misconduct or negligence of the
Trustee.

SECTION 13.6      NOTICE BY COMPANY.

                  The Company shall promptly notify the Trustee and the Paying
Agent of any facts known to the Company that would cause a payment of any
Obligations with respect to the Securities to violate this Article 13, but
failure to give such notice shall not affect the subordination of the Securities
to the Senior Debt as provided in this Article 13.

                  The Trustee shall be entitled to rely on the delivery to it of
a written notice by a person representing himself to be a holder of Senior Debt
(or a trustee or agent on behalf of such holder) to establish that such notice
has been given by a holder of Senior Debt (or a trustee or agent on behalf of
any such holder). In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any person as holder
of Senior Debt to participate in any payment or distribution pursuant to this
Article 13, 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
evidence is not furnish, the Trustee may defer any payment which it may be
required to make for the benefit of such person pursuant to the terms of this
Indenture pending judicial determination as to the rights of such person to
receive such payment.

SECTION 13.7      SUBROGATION.

                  After all Senior Debt is paid in full in cash and until the
Securities are paid in full, Holders of Securities shall be subrogated (equally
and ratably with all other Indebtedness pari passu with the Securities) to the
rights of holders of Senior Debt to receive distributions applicable to Senior
Debt to the extent that distributions otherwise payable to the Holders of
Securities have been applied to the payment of Senior Debt. A distribution made
under this Article 13 to holders of Senior Debt that otherwise would have been
made to Holders of Securities is not, as between the Company and Holders, a
payment by the Company on the Securities.

SECTION 13.8      RELATIVE RIGHTS.

                  This Article 13 defines the relative rights of Holders of
Securities and holders of Senior Debt. Nothing in this Indenture shall:

                  (1) impair, as between the Company and Holders of Securities,
the obligation of the Company, which is absolute and unconditional, to pay
principal of and interest on the Securities in accordance with their terms;



                                       74
<PAGE>

                  (2) affect the relative rights of Holders of Securities and
creditors of the Company other than their rights in relation to holders of
Senior Debt; or

                  (3) prevent the Trustee or any Holder of Securities from
exercising its available remedies upon a Default or Event of Default, subject to
the rights of holders and owners of Senior Debt to receive distributions and
payments otherwise payable to Holders of Securities.

                  If the Company fails because of this Article 13 to pay
principal of or interest on a Security on the due date, the failure is still a
Default or Event of Default.

SECTION 13.9      SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

                  No right of any holder of Senior Debt to enforce the
subordination of the Indebtedness evidenced by the Securities shall be impaired
by any act or failure to act by the Company or any Holder or by the failure of
the Company or any Holder to comply with this Indenture.

SECTION 13.10     DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

                  Whenever a distribution is to be made or a notice given to
holders of Senior Debt, the distribution may be made and the notice given to
their Representative.

                  Upon any payment or distribution of assets of the Company
referred to in this Article 13, the Trustee and the Holders of Securities shall
be entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such Representative or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders of Securities for the purpose of ascertaining the
Persons entitled to participate in such 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 13.

SECTION 13.11     RIGHTS OF TRUSTEE AND PAYING AGENT.

                  Notwithstanding the provisions of this Article 13 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Securities, unless the Trustee shall have received at
its Corporate Trust Office at least three Business Days prior to the date of
such payment written notice of facts that would cause the payment of any
Obligations with respect to the Securities to violate this Article 13. Only the
Company or a Representative may give the notice. Nothing in this Article 13
shall impair the claims of, or payments to, the Trustee under or pursuant to
Section 5.8 hereof.

                  The Trustee in its individual or any other capacity may hold
Senior Debt with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.

SECTION 13.12     AUTHORIZATION TO EFFECT SUBORDINATION.

                  Each Holder of Securities, by the Holder's acceptance thereof,
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination as provided
in this Article 13, and appoints the Trustee to act as such Holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 4.9 hereof at least 30 days before the expiration


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<PAGE>

of the time to file such claim, the credit agents are hereby authorized to file
an appropriate claim for and on behalf of the Holders of the Securities.

SECTION 13.13     ANTILAYERING PROVISION.

                  (1) The Company will not incur, create, issue, assume,
guarantee or otherwise become liable for any Indebtedness that is subordinate or
junior in right of payment to any Senior Debt and senior in any respect in right
of payment to the Securities.

                  (2) No Guarantor will incur, create, issue, assume, guarantee
or otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Senior Debt of a Guarantor and senior in any respect in
right of payment to any of the Guarantees.

SECTION 13.14     AMENDMENTS.

                  The provisions of this Article 13 shall not be amended or
modified without the written consent of the holders of at least 75% in aggregate
principal amount of the Securities then outstanding if such amendment would
adversely affect the rights of Holders of Securities.

                                   ARTICLE 14

                              SUBSIDIARY GUARANTEES

SECTION 14.1      AGREEMENT TO GUARANTEE.

                  The Guarantors hereby agree as follows:

                  (1) The Guarantors, jointly and severally with all other
Guarantors, if any, unconditionally guarantee to each Holder of a Security
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, regardless of the validity and enforceability of the Indenture, the
Securities or the Obligations of the Company under the Indenture or the
Securities, that:

                           (a) the principal of, premium, interest and
                  additional amounts, if any, on the Securities will be promptly
                  paid in full when due, whether at maturity, by acceleration,
                  redemption or otherwise, and interest on the overdue principal
                  of, and premium, interest and Liquidated Damages, if any, on
                  the Securities, to the extent lawful, and all other
                  Obligations of the Company to the Holders or the Trustee
                  thereunder or under the Indenture will be promptly paid in
                  full, all in accordance with the terms thereof; and

                           (b) in case of any extension of time for payment or
                  renewal of any Securities or any of such other Obligations,
                  that the same will be promptly paid in full when due in
                  accordance with the terms of the extension or renewal, whether
                  at stated maturity, by acceleration or otherwise.

                  (2) Notwithstanding the foregoing, in the event that this
Subsidiary Guarantee would constitute or result in a violation of any applicable
fraudulent conveyance or similar law of any relevant jurisdiction, the liability
of the Guarantors under this Indenture shall be reduced to the maximum amount
permissible under such fraudulent conveyance or similar law.



                                       76
<PAGE>

SECTION 14.2      EXECUTION AND DELIVERY OF GUARANTEES.

                  (1) To evidence their Guarantees set forth in this Indenture,
the Guarantors hereby agree that a notation of such Guarantee shall be endorsed
by an Officer of the Guarantors on each Security authenticated and delivered by
the Trustee on or after the date hereof. The form of such notation is included
in the Form of Security attached as Exhibit A to this Indenture.

                  (2) Notwithstanding the foregoing, the Guarantors hereby agree
that their Guarantee set forth herein shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such
Guarantee.

                  (3) If an Officer whose signature is on this Indenture or a
Security no longer holds that office at the time the Trustee authenticates the
Security on which a Guarantee is endorsed, the Guarantee shall be valid
nevertheless.

                  (4) The delivery of any Security by the Trustee, after the
authentication thereof under the Indenture, shall constitute due delivery of the
Guarantee set forth in this Indenture on behalf of the Guarantors.

                  (5) The Guarantors hereby agree that their obligations
hereunder shall be unconditional, regardless of the validity, regularity or
enforceability of the Securities or the Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Securities with
respect to any provisions of the Securities or the Indenture, the recovery of
any judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a guarantor.

                  (6) The Guarantors hereby waive diligence, presentment, demand
of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants that their
Guarantee made pursuant to this Indenture will not be discharged except by
complete performance of the obligations contained in the Securities and the
Indenture.

                  (7) If any Holder or the Trustee is required by any court or
otherwise to return to the Company or the Guarantors, or any Custodian, Trustee,
liquidator or other similar official acting in relation to either the Company or
the Guarantors, any amount paid by either to the Trustee or such Holder, the
Guarantee made pursuant to this Indenture, to the extent theretofore discharged,
shall be reinstated in full force and effect.

                  (8) The Guarantors agree that they shall not be entitled to
any right of subrogation in relation to the Holders in respect of any
obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby. The Guarantors further agree that, as between the Guarantors,
on the one hand, and the Holders and the Trustee, on the other hand:

                           (a) the maturity of the Obligations guaranteed hereby
                  may be accelerated as provided in Article 4 of the Indenture
                  for the purposes of the Guarantee made pursuant to this
                  Indenture, notwithstanding any stay, injunction or other
                  prohibition preventing such acceleration in respect of the
                  obligations guaranteed hereby;

                           (b) in the event of any declaration of acceleration
                  of such Obligations as provided in Article 4 of the Indenture,
                  such Obligations (whether or not due and payable)


                                       77
<PAGE>

                  shall forthwith become due and payable by the Guarantors for
                  the purpose of the Guarantee made pursuant to this Indenture;
                  and

                           (c) the Guarantors shall have the right to seek
                  contribution from any other non-paying Guarantor so long as
                  the exercise of such right does not impair the rights of the
                  Holders or the Trustee under the Guarantee made pursuant to
                  this Indenture.

SECTION 14.3      GUARANTORS MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

                  (1) Except as set forth in Articles 6 and 9 of the Indenture,
nothing contained in this Indenture or in the Securities shall prevent (a) any
consolidation or merger of any of the Guarantors with or into the Company or any
other Guarantor, (b) any transfer, sale or conveyance of the property of any of
the Guarantors as an entirety or substantially as an entirety, to the Company or
any other Guarantor or (c) any merger of a Guarantor with or into with an
Affiliate of that Guarantor that has no significant assets or liabilities and
was incorporated solely for the purpose of reincorporating such Guarantor in
another State of the United States so long as the amount of Indebtedness of the
Company and the domestic non-Guarantor subsidiaries is not increased thereby.

                  (2) Except as set forth in Article 9 of the Indenture, nothing
contained in this Indenture or in the Securities shall prevent any consolidation
or merger of any of the Guarantors with or into a corporation or corporations
other than the Company or any other Guarantor (in each case, whether or not
affiliated with the Guarantor), or successive consolidations or mergers in which
a Guarantor or its successor or successors shall be a party or parties, or shall
prevent any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety, to a corporation other than the Company or any
other Guarantor (in each case, whether or not affiliated with the Guarantors)
authorized to acquire and operate the same; provided, however, that the
Guarantors hereby covenant and agree that (i) subject to the Indenture, upon any
such consolidation, merger, sale or conveyance, the due and punctual performance
and observance of all of the covenants and conditions of this Indenture to be
performed by the Guarantors, shall be expressly assumed (in the event that any
of the Guarantors are not the surviving corporation in the merger), by
supplemental indenture satisfactory in form to the Trustee, executed and
delivered to the Trustee, by the corporation formed by such consolidation, or
into which the Guarantors shall have been merged, or by the corporation which
shall have acquired such property, (ii) immediately after giving effect to such
consolidation, merger, sale or conveyance no Default or Event of Default exists;
and (iii) such transaction will only be permitted under this Indenture if it
would be permitted under the terms of all of the indentures governing the
Outstanding Senior Subordinated Notes as the same are in effect on the date
hereof (whether or not those indentures are subsequently amended, waived,
modified or terminated or expire and whether or not any of these notes continue
to be outstanding).

                  (3) In case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor corporation, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee, of the Subsidiary Guarantee made pursuant to this Indenture and the due
and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Guarantors, such successor corporation shall
succeed to and be substituted for the Guarantors with the same effect as if it
had been named herein as one of the Guarantors. Such successor corporation
thereupon may cause to be signed any or all of the Subsidiary Guarantees to be
endorsed upon the Securities issuable under the Indenture which theretofore
shall not have been signed by the Company and delivered to the Trustee. All the
Subsidiary Guarantees so issued shall in all respects have the same legal rank
and benefit under the Indenture and this Supplemental Indenture as the
Subsidiary Guarantees theretofore and thereafter issued in accordance with the
terms of the Indenture and this


                                       78
<PAGE>

Supplemental Indenture as though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof.

SECTION 14.4      RELEASES.

                  (1) Concurrently with any sale of assets (including, if
applicable, all of the Capital Stock of the Guarantors), all Liens, if any, in
favor of the Trustee in the assets sold thereby shall be released. If the assets
sold in such sale or other disposition include all or substantially all of the
assets of the Guarantors or all of the Capital Stock of the Guarantors, then the
Guarantors (in the event of a sale or other disposition of all of the Capital
Stock of any of the Guarantors) or the Person acquiring the property (in the
event of a sale or other disposition of all or substantially all of the assets
of any of the Guarantors) shall be released from and relieved of its obligations
under this Indenture and its Subsidiary Guarantee made pursuant hereto. Upon
delivery by the Company to the Trustee of an Officers' Certificate to the effect
that such sale or other disposition was made by the Company or the Guarantors,
as the case may be, in accordance with the provisions of this Indenture, the
Trustee shall execute any documents reasonably required in order to evidence the
release of the Guarantors from their obligations under this Indenture and their
Subsidiary Guarantee made pursuant hereto. If the Guarantors are not released
from their obligations under their Subsidiary Guarantee, they shall remain
liable for the full amount of principal of and interest on the Securities and
for the other obligations of the Guarantors under this Indenture.

                  (2) Upon the designation of any of the Guarantors as an
Excluded Subsidiary in accordance with the terms of this Indenture and the
indentures governing the Outstanding Senior Subordinated Notes as the same are
in effect on the date hereof (whether or not those indentures are subsequently
amended, waived, modified or terminated or expire and whether or not any of
those notes continue to be outstanding), such Guarantor shall be released and
relieved of all of its obligations under this Indenture. Upon delivery by the
Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to
the effect that such designation of such Guarantor as an Excluded Subsidiary was
made by the Company in accordance with the provisions of this Indenture and the
indentures governing the Outstanding Senior Subordinated Notes as the same are
in effect on the date hereof (whether or not those indentures are subsequently
amended, waived, modified or terminated or expire and whether or not any of
those notes continue to be outstanding), the Trustee shall execute any documents
reasonably required in order to evidence the release of such Guarantor from its
obligations under its Guarantee. Any of the Guarantors not released from their
obligations under the Subsidiary Guarantee shall remain liable for the full
amount of principal of and interest on the Securities and for the other
obligations of any of the Guarantors under this Indenture as provided in this
Section 14.

SECTION 14.5      NO RECOURSE AGAINST OTHERS.

                  No past, present or future director, officer, employee,
incorporator, stockholder or agent of the Guarantors, as such, shall have any
liability for any obligations of the Company or any Guarantor under the
Securities, any Guarantees, this Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Securities by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Securities.
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the Securities and Exchange Commission
that such a waiver is against public policy.



                                       79
<PAGE>

SECTION 14.6      SUBORDINATION OF SUBSIDIARY GUARANTEES; ANTI-LAYERING.

                  No Guarantor shall incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Senior Debt of a Guarantor and senior in any respect in
right of payment to any of the Guarantees. Notwithstanding the foregoing
sentence, the Guarantee of each Guarantor shall be subordinated to the prior
payment in full of all Senior Debt of that Guarantor, which shall include all
guarantees of Senior Debt.

SECTION 14.7      FUTURE SUBSIDIARY GUARANTEES.

                  If the Company or any of its Subsidiaries shall acquire or
create another Subsidiary after the date of this Indenture (other than a foreign
Subsidiary or a domestic Subsidiary that has been properly designated as an
"Excluded Subsidiary" in accordance with the provisions of that defined term),
then such Subsidiary shall become a Guarantor and execute a Supplemental
Indenture in form and substance satisfactory to the Trustee, and deliver an
Opinion of Counsel to the Trustee as to the validity of such Guarantee.

                                   ARTICLE 15

                     OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 15.1      TRUST INDENTURE ACT CONTROLS.

                  This Indenture is subject to the provisions of the TIA which
are required to be part of this Indenture, and shall, to the extent applicable,
be governed by such provisions.

SECTION 15.2      NOTICES.

                  Any notice or communication to the Company or the Trustee is
duly given if in writing and delivered in person or mailed by first-class mail
to the address set forth below:

         (a)      If to the Company or any Guarantor:

                  L-3 Communications Corporation
                  600 Third Avenue, 34th Floor
                  New York, New York 10016
                  Attn:  Vice President-Finance (Fax: 212-805-5470)

with a copy to:

                  Simpson Thacher & Bartlett
                  425 Lexington Avenue
                  New York, New York 10017
                  Attn:  Vincent Pagano Jr., Esq. (Fax: 212-455-2502)



                                       80
<PAGE>

         (b)      if to the Trustee:

                  The Bank of New York
                  101 Barclay Street, Floor 21 West
                  New York, New York 10286
                  Attn:  Corporate Trust Administration (Fax: 212-815-5915)

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

                  Any notice or communication to a Holder shall be mailed by
first-class mail to his address shown on the Register kept by the Registrar.
Failure to mail a notice or communication to a Holder or any defect in such
notice or communication shall not affect its sufficiency with respect to other
Holders.

                  If a notice or communication is mailed or sent in the manner
provided above within the time prescribed, it is duly given as of the date it is
mailed, whether or not the addressee receives it, except that notice to the
Trustee shall only be effective upon receipt thereof by the Trustee.

                  If the Company mails a notice or communication to Holders, it
shall mail a copy to the Trustee at the same time.

SECTION 15.3      COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

                  Holders may communicate pursuant to Section 312(b) of the TIA
with other Holders with respect to their rights under the Securities or this
Indenture. The Company, the Trustee, the Registrar and anyone else shall have
the protection of Section 312(c) of the TIA.

SECTION 15.4      ACTS OF HOLDERS OF SECURITIES.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of Securities may be embodied in and evidenced by:

                  (1) one or more instruments of substantially similar tenor
         signed by such Holders in person or by agent or proxy duly appointed in
         writing;

                  (2) 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 provisions of Article 8; or

                  (3) a combination of such instruments and any such record.

Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to
the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments and record (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 5.1)
conclusive in favor of the Trustee


                                       81
<PAGE>

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 8.6.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be provided in any manner which the Trustee
reasonably deems sufficient.

                  (c) The principal amount and serial numbers of Securities held
by any Person, and the date of such Person holding the same, shall be proved by
the Register.

                  (d) Any request, demand, authorization, direction, notice,
consent, election, waiver or other Act of the Holders 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.

SECTION 15.5      CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

                  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.

SECTION 15.6      STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:



                                       82
<PAGE>

                  (1) a statement that each individual signing such certificate
         or opinion on behalf of the Company 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 each 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 15.7      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 15.8      SUCCESSORS AND ASSIGNS.

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

SECTION 15.9      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 15.10     BENEFITS OF INDENTURE.

                  Nothing contained in this Indenture or in the Securities,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, the holders of Senior Debt and the Holders of
Securities, any benefit or legal or equitable right, remedy or claim under this
Indenture.

SECTION 15.11     SECTION GOVERNING LAW.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 15.12     COUNTERPARTS.

                  This instrument may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original but all such
counterparts shall together constitute but one and the same instrument.



                                       83
<PAGE>

SECTION 15.13     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 such Security shall not be a
Business Day at any Place of Payment or Place of Conversion, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest (including Liquidated Damages, if any) or principal or
premium, if any, or conversion of the Securities, need not be made at such Place
of Payment or Place of Conversion on such day, but may be made on the next
succeeding Business Day at such Place of Payment or Place of Conversion with the
same force and effect as if made on the Interest Payment Date, Redemption Date,
Repurchase Date or at the Stated Maturity or on 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 or
Stated Maturity, as the case may be.

SECTION 15.14     RECOURSE AGAINST OTHERS.

                  No recourse for the payment of the principal of or premium, if
any, or interest (including Liquidated Damages, if any) on any Security, or for
any claim based thereon or otherwise in respect thereof, shall be had against
any incorporator, shareholder, officer or director, 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, all such liability being, by the acceptance thereof and as
part of the consideration for the issue thereof, expressly waived and released.





                                       84
<PAGE>

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

                                  The Bank of New York,
                                  as trustee and not in its individual capacity

                                  By: /s/ Kisha A. Holder
                                     ---------------------------------
                                     Name:  Kisha A. Holder
                                     Title: Assistant Treasurer




























                                   Indenture
<PAGE>

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

                       L-3 COMMUNICATIONS HOLDINGS, INC.,
                                 as the Company

                       By: /s/ Christopher C. Cambria
                           ---------------------------------
                          Name:  Christopher C. Cambria
                          Title: Vice President

                         L-3 COMMUNICATIONS CORPORATION,
                                 as a Guarantor

                       By: /s/ Christopher C. Cambria
                           ---------------------------------
                          Name:  Christopher C. Cambria
                          Title: Vice President

                  HYGIENETICS ENVIRONMENTAL SERVICES, INC.,
                                 as a Guarantor

                       By: /s/ Christopher C. Cambria
                           ---------------------------------
                          Name:  Christopher C. Cambria
                          Title: Vice President

                   L-3 COMMUNICATIONS ILEX SYSTEMS, INC.,
                                 as a Guarantor

                       By: /s/ Christopher C. Cambria
                           ---------------------------------
                          Name:  Christopher C. Cambria
                          Title: Vice President



                                   Indenture
<PAGE>



                      L-3 COMMUNICATIONS AYDIN CORPORATION,
                                 as a Guarantor

                       By: /s/ Christopher C. Cambria
                           ---------------------------------
                          Name:  Christopher C. Cambria
                          Title: Vice President

                          MPRI, INC.,
                                 as a Guarantor

                       By: /s/ Christopher C. Cambria
                           ---------------------------------
                          Name:  Christopher C. Cambria
                          Title: Vice President

                       L-3 COMMUNICATIONS SPD TECHNOLOGIES , INC.,
                                 as a Guarantor

                       By: /s/ Christopher C. Cambria
                           ---------------------------------
                          Name:  Christopher C. Cambria
                          Title: Vice President

                               SPD HOLDINGS, INC.,
                                 as a Guarantor

                       By: /s/ Christopher C. Cambria
                           ---------------------------------
                          Name:  Christopher C. Cambria
                          Title: Vice President

                          SPD ELECTRICAL SYSTEMS, INC.,
                                 as a Guarantor

                       By: /s/ Christopher C. Cambria
                           ---------------------------------
                          Name:  Christopher C. Cambria
                          Title: Vice President


                                   Indenture

<PAGE>



                              SPD SWITCHGEAR, INC.,
                                 as a Guarantor

                       By: /s/ Christopher C. Cambria
                           ---------------------------------
                          Name:  Christopher C. Cambria
                          Title: Vice President

                                 PAC ORD, INC.,
                                 as a Guarantor

                       By: /s/ Christopher C. Cambria
                           ---------------------------------
                          Name:  Christopher C. Cambria
                          Title: Vice President

                                 HENSCHEL, INC.,
                                 as a Guarantor

                       By: /s/ Christopher C. Cambria
                           ---------------------------------
                          Name:  Christopher C. Cambria
                          Title: Vice President

                              POWER PARAGON, INC.,
                                 as a Guarantor

                       By: /s/ Christopher C. Cambria
                           ---------------------------------
                          Name:  Christopher C. Cambria
                          Title: Vice President

                         L-3 COMMUNICATIONS ESSCO, INC.,
                                 as a Guarantor

                       By: /s/ Christopher C. Cambria
                           ---------------------------------
                          Name:  Christopher C. Cambria
                          Title: Vice President



                                   Indenture
<PAGE>



                             ELECTRODYNAMICS, INC.,
                                 as a Guarantor

                       By: /s/ Christopher C. Cambria
                           ---------------------------------
                          Name:  Christopher C. Cambria
                          Title: Vice President

                       INTERSTATE ELECTRONICS CORPORATION,
                                 as a Guarantor

                       By: /s/ Christopher C. Cambria
                           ---------------------------------
                          Name:  Christopher C. Cambria
                          Title: Vice President

                      SOUTHERN CALIFORNIA MICROWAVE, INC.,
                                 as a Guarantor

                       By: /s/ Christopher C. Cambria
                           ---------------------------------
                          Name:  Christopher C. Cambria
                          Title: Vice President

                 L-3 COMMUNICATIONS STORM CONTROL SYSTEMS, INC.,
                                 as a Guarantor

                       By: /s/ Christopher C. Cambria
                           ---------------------------------
                          Name:  Christopher C. Cambria
                          Title: Vice President

                     L-3 COMMUNICATIONS DBS MICROWAVE, INC.,
                                 as a Guarantor

                       By: /s/ Christopher C. Cambria
                           ---------------------------------
                          Name:  Christopher C. Cambria
                          Title: Vice President
<PAGE>

                             MICRODYNE CORPORATION,
                                 as a Guarantor

                       By: /s/ Christopher C. Cambria
                           ---------------------------------
                          Name:  Christopher C. Cambria
                          Title: Vice President
















                                   Indenture
<PAGE>
                                                                       EXHIBIT A


                        L-3 Communications Holdings, Inc.

               5.25% Convertible Senior Subordinated Note due 2009
                                  (the "Notes")

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED
TO HEREIN. THIS GLOBAL SECURITY MAY NOT BE EXCHANGED OR TRANSFERRED, IN WHOLE OR
IN PART, FOR A SECURITY REGISTERED IN THE NAME OF ANY PERSON OTHER THAN DTC OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES SET FORTH IN THE INDENTURE.
BENEFICIAL INTERESTS IN THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT IN
ACCORDANCE WITH THE INDENTURE.

THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER:

(1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT, (B) IT IS AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT
(AN "INSTITUTIONAL ACCREDITED INVESTOR") THAT IS PURCHASING AT LEAST $100,000 IN
AGGREGATE PRINCIPAL AMOUNT OF NOTES OR AN "ACCREDITED INVESTOR" AS DEFINED IN
RULE 501(a)(4), (5) OR (6) UNDER THE SECURITIES ACT (A "NON-INSTITUTIONAL
ACCREDITED INVESTOR") THAT IS PURCHASING AT LEAST $250,000 IN AGGREGATE
PRINCIPAL AMOUNT OF NOTES OR (C) IT IS A NON-U.S. PERSON OUTSIDE THE UNITED
STATES ACQUIRING THIS SECURITY IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT AND IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS WITH RESPECT TO
THE SECURITIES OR THE COMMON STOCK ISSUABLE UPON CONVERSION THE SECURITIES
EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT;

(2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED
HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT (A)
TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER
IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT TO AN INSTITUTIONAL
ACCREDITED INVESTOR THAT IS PURCHASING NOTES IN AN AGGREGATE PRINCIPAL AMOUNT OF
AT LEAST $100,000 OR TO A NON-INSTITUTIONAL ACCREDITED INVESTOR THAT IS
PURCHASING NOTES IN AN AGGREGATE PRINCIPAL AMOUNT OF AT LEAST $250,000, AND
THAT, IN EITHER CASE, PRIOR TO SUCH TRANSFER, FURNISHES TO THE BANK OF NEW YORK,
AS TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE), A SIGNED LETTER CONTAINING


                                       1
<PAGE>

CERTAIN REPRESENTATIONS AND WARRANTIES RELATING TO THE RESTRICTIONS ON TRANSFER
OF THE SECURITY EVIDENCED HEREBY (THE FORM OF LETTER CAN BE OBTAINED FROM SUCH
TRUSTEE), (D) TO A NON-U.S. PERSON OUTSIDE THE UNITED STATES IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER;
AND

(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED
HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(F) ABOVE) A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
TRANSFER OF THE SECURITY EVIDENCED HEREBY WITHIN TWO YEARS AFTER THE DATE SUCH
SECURITY WAS LAST HELD BY AN AFFILIATE OF THE COMPANY (OTHER THAN A TRANSFER
PURSUANT TO CLAUSE 2(E) OR 2(F) ABOVE), THE HOLDER MUST CHECK THE APPROPRIATE
BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND
SUBMIT THIS CERTIFICATE TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS
APPLICABLE). IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(C) OR 2(E) ABOVE,
THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY
SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS THE COMPANY 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. THIS LEGEND WILL BE REMOVED
UPON THE DATE THAT IS TWO YEARS AFTER THE DATE SUCH SECURITY WAS LAST HELD BY AN
AFFILIATE OF THE COMPANY OR UPON THE TRANSFER OF THE SECURITY EVIDENCED HEREBY
PURSUANT TO CLAUSE 2(E) OR 2(F) ABOVE. AS USED HEREIN, THE TERMS "UNITED STATES"
AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
SECURITIES ACT.



                                       2
<PAGE>

                                      No.   01

CUSIP:   502424 AA 2                  Initial principal balance of this Note:
                                      $250,000,000

                  L-3 Communications Holdings, Inc., a Delaware corporation (the
"Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or its registered assigns, the principal sum listed on the Schedule of
Increases or Decreases in Global Security attached hereto on June 1, 2009.

                  Interest Payment Dates: June 1 and December 1, commencing June
1, 2001.

                  Regular Record Dates: May 15 and November 15.

                  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.




-----------------------
Subject to increase or decrease as set forth in the attached schedule.







                                       3
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Security to be
duly executed manually or by facsimile by its duly authorized officers.

Dated: November 21, 2000            L-3 COMMUNICATIONS HOLDINGS, INC.


                                    By: /s/ Christopher Cambria
                                        ---------------------------------
                                    Name:  Christopher C. Cambria
                                    Title: Vice President

                                    By: /s/ Mike Strianese
                                        ---------------------------------
                                    Name:  Mike Strianese
                                    Title:

Trustee's Certificate of Authentication

This is one of the Securities of the series designated
therein referred to in the within-named Indenture.

                                    Dated:   November 21, 2000

                                    THE BANK OF NEW YORK
                                    as Trustee

                                    By: /s/ Kisha A. Holder
                                        ---------------------------------
                                         Authorized Signatory


                                       4
<PAGE>

                        L-3 COMMUNICATIONS HOLDINGS, INC.
            5.25% Convertible Senior Subordinated Debenture due 2009

                  Capitalized terms used herein but not defined shall have the
meanings assigned to them in the Indenture referred to below unless otherwise
indicated.

1.       Principal and Interest.

                  L-3 Communications Holdings, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Security at
the Interest Rate from November 21, 2000 until repayment at Maturity, redemption
or repurchase. The Company will pay interest on this Security semiannually in
arrears on June 1 and December 1 of each year (each an "Interest Payment Date"),
commencing June 1, 2001.

                  Interest on the Securities shall be computed (i) for any full
semiannual period for which a particular Interest Rate is applicable on the
basis of a 360-day year of twelve 30-day months and (ii) for any period for
which a particular Interest Rate is applicable shorter than a full semiannual
period for which interest is calculated, on the basis of a 30-day month and, for
such periods of less than a month, the actual number of days elapsed over a
30-day month.

                  A Holder of any Security at the close of business on a Regular
Record Date shall be entitled to receive interest (including Liquidated Damages,
if any) on such Security on the corresponding Interest Payment Date. A Holder of
any Security which is converted after the close of business on a Regular Record
Date and prior to the corresponding Interest Payment Date (other than any
Security whose Maturity is prior to such Interest Payment Date) shall be
entitled to receive interest on the principal amount of such Security,
notwithstanding the conversion of such Security prior to such Interest Payment
Date. However, any such Holder which surrenders any such Security for conversion
during the period between the close of business on such Regular Record Date and
ending with the opening of business on the corresponding Interest Payment Date
shall be required to pay the Company an amount equal to the interest on the
principal amount of such Security so converted, which is payable by the Company
to such Holder on such Interest Payment Date, at the time such Holder surrenders
such Security for conversion. Notwithstanding the foregoing, any such Holder
which surrenders for conversion any Security which has been called for
redemption by the Company on a date that is after a Record Date but prior to the
corresponding Interest Payment Date in a notice of redemption given by the
Company pursuant to Section 10.5 of the Indenture shall be entitled to receive
(and retain) such interest and need not pay the Company an amount equal to the
interest on the principal amount of such Security so converted at the time such
Holder surrenders such Security for conversion.

                  In accordance with the terms of the Resale Registration Rights
Agreement, dated November 21, 2000 (the "Registration Rights Agreement"), among
the Company, the Guarantors named therein and Lehman Brothers Inc., the Holder
of any Transfer Restricted Securities (as defined in the Registration Rights
Agreement) shall be entitled to Liquidated Damages during the continuance of a
Registration Default (as defined therein).



                                       1
<PAGE>

                  Any Liquidated Damages will be payable in cash semiannually,
in arrears, on each Interest Payment Date and will cease to accrue on the
earlier of (i) the date the Registration Default is cured and (ii) the day
immediately prior to the date on which this Security ceases to be a Transfer
Restricted Security. The Holder of this Security is entitled to the benefits of
the Registration Rights Agreement. In the event of a conflict between the terms
of this Security and the terms of the Registration Rights Agreement, the
Registration Rights Agreement shall prevail to the extent permitted by
applicable law.

2.       Method of Payment.

                  Interest on any Security which 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.

                  Principal of, and premium, if any, and interest (including
Liquidated Damages, if any) on, Global Securities will be payable to the
Depositary in immediately available funds.

                  Principal and premium, if any, on Physical Securities will be
payable in immediately available funds or, at the option of the Company, at the
office or agency of the Company maintained for such purpose, initially the
Corporate Trust Office of the Trustee. Interest (including Liquidated Damages)
will be payable, in the case of Securities having a principal amount of less
than $5.0 million, at the option of the Company, by mailing a check to the
Holders or at the office or agency of the Company maintained for such purpose,
initially the Corporate Trust Office of the Trustee. Interest (including
Liquidated Damages, if any) on Physical Securities having an aggregate principal
amount of more than $5.0 million will be paid: (a) by check mailed to each
Holder, or (b) upon application to the Registrar by any such Holder not later
than the relevant Record Date, by wire transfer in immediately available funds
to an account within the United States, which application shall remain in effect
until the Holder notifies, in writing, the Registrar to the contrary.

3.       Paying Agent and Registrar.

                  Initially, The Bank of New York, the Trustee under the
Indenture, will act as Paying Agent and Registrar. The Company may change the
Paying Agent or Registrar without notice to any Holder.

4.       Indenture; Guarantees.

                  The Company issued this Security under an Indenture, dated as
of November 21, 2000 (the "Indenture"), among the Company, the Guarantors named
therein and The Bank of New York, as trustee (the "Trustee"). The terms of the
Security include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended ("TIA").
This Security is subject to all such terms, and Holders are referred to the
Indenture and the TIA for a statement of all such terms. To the extent permitted
by applicable


                                       2
<PAGE>

law, in the event of any inconsistency between the terms of this Security and
the terms of the Indenture, the terms of the Indenture shall control.

                  The Obligations of the Company under the Indenture and the
Securities have been jointly and severally guaranteed on a senior subordinated
basis by certain of the Company's subsidiaries, all as provided in the
Indenture.

5.       Optional Redemption.

                  This Security may be redeemed in whole or in part, upon not
less than 20 nor more than 60 days' notice, at any time on or after December 1,
2003, at the option of the Company, at the Redemption Prices (expressed as
percentages of the principal amount) set forth below, plus any interest accrued
but unpaid to the Redemption Date.

        During the Twelve
        Months Commencing                              Redemption Prices
        -----------------                              -----------------
        December 1, 2003............................   102.625%
        December 1, 2004............................   101.313%
        December 1, 2005 and thereafter.............   100.000%

                  Securities in original denominations larger than $1,000 may be
redeemed in part.

                  On and after the Redemption Date, interest ceases to accrue on
Securities or portions of Securities called for redemption, unless the Company
defaults in the payment of the Redemption Price.

                  Notice of redemption will be given by the Company to the
Holders as provided in the Indenture.

6.       Repurchase Right Upon a Change of Control or a Termination of Trading.

                  If a Change of Control occurs, the Holder of Securities, at
the Holder's option, shall have the right, in accordance with the provisions of
the Indenture, to require the Company to repurchase the Securities (or any
portion of the principal amount hereof that is at least an integral multiple of
$1,000, provided that the portion of the principal amount of this Security to be
Outstanding after such repurchase is at least equal to $1,000) at the Repurchase
Price in cash, plus any interest accrued and unpaid to the Repurchase Date.

                  Subject to the conditions provided in the Indenture, if a
Change of Control occurs, the Company may elect to pay the Repurchase Price by
delivering a number of shares of Common Stock equal to (i) a Repurchase Price
divided by (ii) 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.



                                       3
<PAGE>

                  No fractional shares of Common Stock will be issued upon
repurchase of any Securities. Instead of any fractional share of Common Stock
which would otherwise be issued upon conversion of such Securities, the Company
shall pay a cash adjustment as provided in the Indenture.

                  In the event of a Change of Control, a Company Notice will be
given by the Company to the Holders as provided in the Indenture. To exercise a
Repurchase Right, a Holder must deliver to the Trustee a written notice as
provided in the Indenture.

7.       Conversion Rights.

                  Subject to and upon compliance with the provisions of the
Indenture, the Holder of Securities is entitled, at such Holder's option, at any
time before the close of business on the Business Day immediately preceding June
1, 2009, to convert the Holder's Securities (or any portion of the principal
amount hereof which is an integral multiple of $1,000), at the principal amount
thereof or of such portion, into duly authorized, fully paid and nonassessable
shares of Common Stock of the Company at the Conversion Price in effect at the
time of conversion.

                  In the case of a Security (or a portion thereof) called for
redemption, the conversion right in respect of the Security (or such portion
thereof) so called, shall expire at the close of business on the second Business
Day preceding the Redemption Date, unless the Company defaults in making the
payment due upon redemption. In the case of a Change of Control for which the
Holder exercises its Repurchase Right with respect to a Security (or a portion
thereof), the conversion right in respect of the Security (or portion thereof)
shall expire at the close of business on the Business Day preceding the
Repurchase Date.

                  The Conversion Price shall be initially equal to $81.50 per
share of Common Stock. The Conversion Price shall be adjusted under certain
circumstances as provided in the Indenture.

                  To exercise the conversion right, the Holder must surrender
the Security (or portion thereof) duly endorsed or assigned to the Company or in
blank, at the office of the Conversion Agent, accompanied by a duly signed
conversion notice to the Company, with a copy to the Trustee. Any Security
surrendered for conversion during the period from the close of business on any
Regular Record Date to the opening of business on the corresponding Interest
Payment Date (other than any Security whose Maturity is prior to such Interest
Payment Date or that has been called for redemption on a date that falls on or
after such Regular Record Date and on or before the related Interest Payment
Date), shall also 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 the Securities being
surrendered for conversion.

                  No fractional shares of Common Stock will be issued upon
conversion of any Securities. Instead of any fractional share of Common Stock
which would otherwise be issued


                                       4
<PAGE>

upon conversion of such Securities, the Company shall pay a cash adjustment as
provided in the Indenture.

8.       Subordination.

                  The Indebtedness evidenced by this Security is, to the extent
and in the manner provided in the Indenture, subordinated and subject in right
of payment to the prior payment in full of all amounts then due on 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 such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee such Holder's attorney-in-fact for any and all such
purposes.

9.       Denominations; Transfer; Exchange.

                  The Securities are issuable in registered form, without
coupons, in denominations of $1,000 and integral multiples of $1,000 in excess
thereof. A Holder may register the transfer or exchange of Securities in
accordance with the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture.

                  In the event of a redemption in part, the Company will not 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 such Securities, or portion thereof, called for
redemption.

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

10.      Persons Deemed Owners.

                  The registered Holder of this Security shall be treated as its
owner for all purposes.

11.      Unclaimed Money.

                  The Trustee and the Paying Agent shall pay to the Company any
money held by them for the payment of principal, premium, if any, or interest
that remains unclaimed for two years after the date upon which such payment
shall have become due. After payment to the Company, Holders entitled to the
money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another Person, and all liability
of the Trustee and such Paying Agent with respect to such money shall cease.



                                       5
<PAGE>

12.      Discharge Prior to Redemption or Maturity.

                  Subject to certain conditions contained in the Indenture, the
Company may discharge its obligations under the Securities and the Indenture if
(1) (a) all of the Outstanding Securities shall become due and payable at their
scheduled Maturity within one year or (b) all of the Outstanding Securities are
scheduled for redemption within one year, and (2) the Company shall have
deposited with the Trustee money and/or U.S. Government Obligations sufficient
to pay the principal of, and premium, if any, and interest on, all of the
Outstanding Securities on the date of Maturity or redemption, as the case may
be.

13.      Amendment; Supplement; Waiver.

                  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 the consent of the
Holders of a majority in aggregate principal amount of the Outstanding
Securities (or such lesser amount as shall have acted at a meeting pursuant to
the provisions of the Indenture). 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 upon registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security or such other Security.

                  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 and
premium, if any, and interest (including Additional Amounts, if any) on this
Security at the times, places and rate, and in the coin or currency, herein
prescribed or to convert this Security (or pay cash in lieu of conversion) as
provided in the Indenture.

14.      Defaults and Remedies.

                  The Indenture provides that an Event of Default with respect
to the Securities occurs when any of the following occurs:

                  (1) default for 30 days in the payment when due of interest or
         Liquidated Damages on the Securities, whether or not prohibited by the
         subordination provisions of this Indenture;

                  (2) default in payment when due of the principal of or
         premium, if any, on the Securities, whether or not prohibited by the
         subordination provisions of this Indenture;



                                       6
<PAGE>

                  (3) failure by the Company to comply with any of its other
         agreements in this Indenture or the Securities (other than a default
         specified in clause (1) or (2) above) and such default or breach
         continues for a period of 60 consecutive days after written notice of
         such breach or default shall have been given to the Company by the
         Trustee or to the Company and the Trustee by the Holders of 25% or more
         in aggregate principal amount of the Outstanding Securities.

                  (4) a default under any mortgage, indenture or instrument
         under which there may be issued or by which there may be secured or
         evidenced any Indebtedness of the Company or any of its Subsidiaries
         (other than the Excluded Subsidiaries) for money borrowed (or the
         payment of which is guaranteed by the Company or any of those
         Subsidiaries) whether such Indebtedness or guarantee now exists, or is
         created after the date of this Indenture, which default results in the
         acceleration of such Indebtedness prior to its express maturity and, in
         each case, the principal amount of such Indebtedness, together with the
         principal amount of any other such Indebtedness the maturity of which
         has been so accelerated, aggregates $10.0 million or more;

                  (5) failure by the Company or any of its Subsidiaries (other
         than the Excluded Subsidiaries) to pay final judgments aggregating in
         excess of $10.0 million, which judgments are not paid, discharged or
         stayed for a period of 60 days;

                  (6) certain events of bankruptcy, insolvency or reorganization
         of the Company.

                  (7) except as permitted by this Indenture, any Guarantee shall
         be held in any judicial proceeding to be unenforceable or invalid.

                  If an Event of Default shall occur and be continuing, the
principal of all the Securities may be declared due and payable in the manner
and with the effect provided in the Indenture.

15.      Authentication.

                  This Security shall not be valid until the Trustee (or
authenticating agent) executes the certificate of authentication on the other
side of this Security.



                                       7
<PAGE>

16.      Abbreviations.

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

17.      Additional Rights of Holders of Transfer Restricted Securities.

                  In addition to the rights provided to Holders under the
Indenture, Holders of Transfer Restricted Securities shall have all the rights
set forth in the Registration Rights Agreement.

18.      CUSIP Numbers.

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on this Security and the Trustee may use CUSIP numbers in notices
of redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on this Security or as contained in
any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

19.      Governing Law.

                  The Indenture and this Security shall be governed by, and
construed in accordance with, the law of the State of New York.

20.      Successor Corporation.

                  In the event a successor corporation assumes all the
obligations of the Company under this Security, pursuant to the terms hereof and
of the Indenture, the Company will be released from all such obligations.

21.      Counterparts.

         This Security may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original but all such
counterparts shall together constitute but one and the same instrument.


                                       8
<PAGE>

  FORM OF NOTATION ON SENIOR SUBORDINATED NOTE RELATING TO SUBSIDIARY GUARANTEE

Pursuant to the Indenture each Guarantor (i) has jointly and severally
unconditionally guaranteed (a) the due and punctual payment of the principal of,
and premium, interest and Liquidated Damages on the Notes, whether at maturity
or an interest payment date, by acceleration, call for redemption or otherwise,
(b) the due and punctual payment of interest on the overdue principal and
premium of, and interest and Liquidated Damages on the Notes, and (c) in case of
any extension of time of payment or renewal of any Notes or any of such other
obligations, the same will be promptly paid in full when due in accordance with
the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise and (ii) has agreed to pay any and all costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or any
Holder in enforcing any rights under this Guarantee.

Notwithstanding the foregoing, in the event that the Guarantee of any Guarantor
would constitute or result in a violation of any applicable fraudulent
conveyance or similar law of any relevant jurisdiction, the liability of such
Guarantor under its Guarantee shall be reduced to the maximum amount permissible
under such fraudulent conveyance or similar law.

No past, present or future director, officer, employee, agent, incorporator,
stockholder or agent of any Guarantor, as such, shall have any liability for any
obligations of the Company or any Guarantor under the Notes, any Guarantee, the
Indenture, any supplemental indenture delivered pursuant to the Indenture by
such Guarantor or any Guarantees, or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability.

This Guarantee shall be binding upon each Guarantor and its successors and
assigns and shall inure to the benefit of the successors and assigns of the
Trustee and the Holders and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges herein conferred
upon that party shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof.

This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Note upon which this Guarantee is noted
have been executed by the Trustee under the Indenture by the manual signature of
one of its authorized officers. Capitalized terms used herein have the meaning
assigned to them in the Indenture.


<PAGE>



                         L-3 COMMUNICATIONS CORPORATION

                         By:  /s/ Christopher C. Cambria
                              ---------------------------------
                            Name:  Christopher C. Cambria
                            Title: Vice President

                         HYGIENETICS ENVIRONMENTAL SERVICES, INC.

                         By:  /s/ Christopher C. Cambria
                              ---------------------------------
                            Name:  Christopher C. Cambria
                            Title: Vice President

                         L-3 COMMUNICATIONS ILEX SYSTEMS, INC.

                         By:  /s/ Christopher C. Cambria
                              ---------------------------------
                            Name:  Christopher C. Cambria
                            Title: Vice President

                         SOUTHERN CALIFORNIA MICROWAVE, INC.

                         By:  /s/ Christopher C. Cambria
                              ---------------------------------
                            Name:  Christopher C. Cambria
                            Title: Vice President

                         L-3 COMMUNICATIONS SPD TECHNOLOGIES, INC.

                         By:  /s/ Christopher C. Cambria
                              ---------------------------------
                            Name:  Christopher C. Cambria
                            Title: Vice President


                                       2
<PAGE>

                         L-3 COMMUNICATIONS ESSCO, INC.

                         By:  /s/ Christopher C. Cambria
                              ---------------------------------
                            Name:  Christopher C. Cambria
                            Title: Vice President

                         L-3 COMMUNICATIONS STORM CONTROL SYSTEMS, INC.

                         By:  /s/ Christopher C. Cambria
                              ---------------------------------
                            Name:  Christopher C. Cambria
                            Title: Vice President

                         L-3 COMMUNICATIONS DBS MICROWAVE, INC.

                         By:  /s/ Christopher C. Cambria
                              ---------------------------------
                            Name:  Christopher C. Cambria
                            Title: Vice President

                         SPD ELECTRICAL SYSTEMS, INC.

                         By:  /s/ Christopher C. Cambria
                              ---------------------------------
                            Name:  Christopher C. Cambria
                            Title: Vice President

                         SPD SWITCHGEAR, INC.

                         By:  /s/ Christopher C. Cambria
                              ---------------------------------
                            Name:  Christopher C. Cambria
                            Title: Vice President


                                       3
<PAGE>

                         PAC ORD, INC.

                         By:  /s/ Christopher C. Cambria
                              ---------------------------------
                            Name:  Christopher C. Cambria
                            Title: Vice President

                         HENSCHEL, INC.

                         By:  /s/ Christopher C. Cambria
                              ---------------------------------
                            Name:  Christopher C. Cambria
                            Title: Vice President

                         SPD HOLDINGS, INC.

                         By:  /s/ Christopher C. Cambria
                              ---------------------------------
                            Name:  Christopher C. Cambria
                            Title: Vice President

                         POWER PARAGON, INC.

                         By:  /s/ Christopher C. Cambria
                              ---------------------------------
                            Name:  Christopher C. Cambria
                            Title: Vice President

                         L-3 COMMUNICATIONS AYDIN CORPORATION

                         By:  /s/ Christopher C. Cambria
                              ---------------------------------
                            Name:  Christopher C. Cambria
                            Title: Vice President




                                       4
<PAGE>

                         MPRI, INC.

                         By:  /s/ Christopher C. Cambria
                              ---------------------------------
                            Name:  Christopher C. Cambria
                            Title: Vice President

                         ELECTRODYNAMICS, INC.

                         By:  /s/ Christopher C. Cambria
                              ---------------------------------
                            Name:  Christopher C. Cambria
                            Title: Vice President

                         INTERSTATE ELECTRONICS CORPORATION

                         By:  /s/ Christopher C. Cambria
                              ---------------------------------
                            Name:  Christopher C. Cambria
                            Title: Vice President

                         MICRODYNE  CORPORATION

                         By:  /s/ Christopher C. Cambria
                              ---------------------------------
                            Name:  Christopher C. Cambria
                            Title: Vice President


                                       5
<PAGE>


                                 ASSIGNMENT FORM

         To assign this Security, fill in the form below and have your signature
guaranteed: (I) or (we) assign and transfer this Security to:

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                  (Insert assignee's soc. sec. or tax I.D. no.)

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

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint________________________________________________________
to transfer this Security on the books of the Company.  The agent may
substitute another to act for him.

Dated:         Your Name:_____________________________________________________
               (Print your name exactly as it appears on the face of this
                Security)

               Your Signature:________________________________________________
               (Sign exactly as your name appears on the face of this Security)

               Signature Guarantee*:__________________________________________




         * Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).


<PAGE>


In connection with any transfer of this Security occurring prior to the date
which is the earlier of the end of the period referred to in Rule 144(k) under
the Securities Act of 1933, as amended (the "Securities Act"), the undersigned
confirms that without utilizing any general solicitation or general advertising
that:

                           [Check One]

[  ] (a) this Security is being transferred in compliance with the exemption
         from registration under the Securities Act provided by Rule 144A
         thereunder, and that the transfer has been effected pursuant to and in
         accordance with Rule 144A under the Securities Act and, accordingly,
         the undersigned does hereby further certify that the Securities are
         being transferred to a transferee that the undersigned reasonably
         believes is purchasing the Securities for its own account, or for one
         or more accounts with respect to which such transferee exercises sole
         investment discretion, and such transferee and each such account is a
         "qualified institutional buyer" within the meaning of Rule 144A, in
         each case in a transaction meeting the requirements of Rule 144A and in
         accordance with any applicable securities laws of any state of the
         United States.

                           or

[  ] (b) this Security is being transferred in compliance with the exemption
         from registration under the Securities Act provided by Regulation S
         thereunder, and (A) the offer of the Securities was not made to a
         person in the United States; (B) either: (i) at the time the buy order
         was originated, the transferee was outside the United States or the
         Transferor and any person acting on its behalf reasonably believed that
         the transferee was outside the United States, or (ii) the transaction
         was executed in, on or through the facilities of a designated offshore
         securities market and neither the Transferor nor any person acting on
         its behalf knows that the transaction was pre-arranged with a buyer in
         the United States; (C) no directed selling efforts have been made in
         contravention of the requirements of Rule 903(b) or 904(b) of
         Regulation S, as applicable; and (D) the transaction is not part of a
         plan or scheme to evade the registration requirements of the Securities
         Act.

                           or

[ ] (c)  this Security is being transferred other than in accordance with
         (a) or (b) above and documents are being furnished which comply with
         the conditions of transfer set forth in this Security and the
         Indenture.


                                       2
<PAGE>

If none of the foregoing boxes is checked, the Trustee or other Registrar shall
not be obligated to register this Security in the name of any Person other than
the Holder hereof unless the conditions to any such transfer of registration set
forth herein and in Sections 2.7, 2.8 and 2.9 of the Indenture shall have been
satisfied.

Dated:_______________  ________________________________________________________
                       NOTICE: The signature to this assignment must correspond
                       with the name as written upon the face of the
                       within-mentioned instrument in every particular, without
                       alteration or any change whatsoever.

                       Signature Guarantee:


                       ---------------------------------------------------------
                       Signature must be guaranteed by a
                       participant in a recognized
                       signature guarantee medallion
                       program or other signature guarantor
                       acceptable to the Trustee.



                                       3
<PAGE>

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

                  The undersigned represents and warrants that: (a) it is
purchasing this Security for its own account or an account with respect to which
it exercises sole investment discretion, in each case for investment and not
with a view to distribution; (b) it and any such account is a "Qualified
Institutional Buyer" within the meaning of Rule 144A under the Securities Act of
1933; (c) it is aware that the sale to it is being made in reliance on Rule
144A; (d) it acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information; and (e) it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

Dated:________________________  ________________________________________________
                                NOTICE:  To be executed by an executive officer

TO BE COMPLETED BY PURCHASER IF (b) ABOVE IS CHECKED.

                  The undersigned represents and warrants that it is purchasing
the Securities for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account are not
"U.S. persons" as defined in Regulation S under the Securities Act.

Dated:________________________  ________________________________________________
                                NOTICE:  To be executed by an executive officer



                                       4
<PAGE>

                                CONVERSION NOTICE

TO:               L-3 COMMUNICATIONS HOLDINGS, INC.
                  600 Third Avenue, 34th Floor
                  New York, New York 10016
                  Attn:  Vice President-Finance

COPY TO:

                  THE BANK OF NEW YORK
                  101 Barclay Street, Floor 21 West
                  New York, New York 10286
                  Attn:  Corporate Trust Administration (L-3 Communications
                  Holdings, Inc. 5.25% Convertible Senior Subordinated Notes
                  due 2009)

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

Dated:_______________ Your Name:______________________________________________
                      (Print your name exactly as it appears on the face of
                       this Security)

                      Your Signature:________________________________________
                      (Sign exactly as your name appears on the face of this
                       Security)

                      Signature Guarantee*:__________________________________

                      Social Security or other Taxpayer
                      Identification Number:_________________________________

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



                                       5
<PAGE>

         * Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).


























                                       6
<PAGE>

Fill in for registration of shares (if to be issued) and Securities (if to be
delivered) other than to and in the name of the registered holder:

                  ________________________________________
                  (Name)

                  ________________________________________
                  (Street Address)

                  ________________________________________
                  (City, State and Zip Code)













                                       7
<PAGE>


                     NOTICE OF EXERCISE OF REPURCHASE RIGHT

TO:      L-3 COMMUNICATIONS HOLDINGS, INC.
         600 Third Avenue, 34th Floor
         New York, New York 10016
         Attn:  Vice President-Finance

                  The undersigned registered owner of this Security hereby
irrevocably acknowledges receipt of a notice from L-3 Communications Holdings,
Inc. (the "Company") as to the occurrence of a Change of Control with respect to
the Company and requests and instructs the Company to repay the entire principal
amount of this Security, or the portion thereof (the principal amount of which
is an integral multiple of $1,000) below designated, in accordance with the
terms of the Indenture referred to in this Security, together with interest
(including Additional Amounts, if any) accrued and unpaid to, but excluding,
such date, to the registered holder hereof, in cash.

Dated:_______          Your Name:______________________________________________
                       (Print your name exactly as it appears on the face of
                       this Security)

                       Your Signature:_________________________________________
                       (Sign exactly as your name appears on the face of this
                       Security)

                       Signature Guarantee:* __________________________________

                       Social Security or other Taxpayer
                       Identification Number:__________________________________



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



---------------------------
* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee)










                                       8
<PAGE>

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

                  The initial principal amount of this Global Security is
$250,000,000. The following increases or decreases of a part of this Global
Security have been made:


<TABLE>
<CAPTION>
                                                                            Principal Amount of this         Signature of
                      Amount of decrease in      Amount of increase in           Global Security         Authorized officer of
                       Principal Amount of        Principal Amount of        following such decrease          Trustee or
Date of Exchange       this Global Security       this Global Security            (or increase)          Securities Coordinator
----------------       --------------------       --------------------            -------------          ----------------------
<S>                   <C>                        <C>                        <C>                          <C>







</TABLE>










                                       9
</TEXT>
</DOCUMENT>
