EXHIBIT 4.5

                              COMMSCOPE, INC.
                                 AS ISSUER


                                    AND


                         FIRST UNION NATIONAL BANK,
                                 AS TRUSTEE


                                 INDENTURE


                       DATED AS OF DECEMBER 15, 1999


                 4% CONVERTIBLE SUBORDINATED NOTES DUE 2006
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                             TABLE OF CONTENTS
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                                 ARTICLE I
          DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

    Section 1.1   Definitions.................................................2
    Section 1.2   Compliance Certificates and Opinions.......................12
    Section 1.3   Form of Documents Delivered to Trustee.....................13
    Section 1.4   Acts of Holders; Record Dates..............................13
    Section 1.5   Notices, Etc. to Trustee and the Company...................15
    Section 1.6   Notice to Holders; Waiver..................................15
    Section 1.7   Conflict with Trust Indenture Act..........................16
    Section 1.8   Effect of Headings and Table of Contents...................16
    Section 1.9   Successors and Assigns.....................................16
    Section 1.10  Separability Clause........................................16
    Section 1.11  Benefits of Indenture......................................16
    Section 1.12  Governing Law..............................................17
    Section 1.13  Legal Holidays.............................................17
    Section 1.14  Counterparts...............................................17

                                 ARTICLE II
                               SECURITY FORMS

    Section 2.1   Forms Generally............................................17
    Section 2.2   Form of Face of Security...................................19
    Section 2.3   Form of Reverse of Security................................22
    Section 2.4   Form of Trustee's Certificate of Authentication............31
    Section 2.5   Form of Conversion Notice..................................31
    Section 2.6   Form of Certification......................................33
    Section 2.7   Form of Option of Holder to Elect Purchase.................34
    Section 2.8   Form of Assignment.........................................35


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                                ARTICLE III
                               THE SECURITIES

    Section 3.1   Title and Terms............................................36
    Section 3.2   Denominations..............................................37
    Section 3.3   Execution, Authentication, Delivery and Dating.............37
    Section 3.4   Temporary Securities.......................................38
    Section 3.5   Registration; Registration of Transfer and Exchange........38
    Section 3.6   Mutilated, Destroyed, Lost and Stolen Securities...........43
    Section 3.7   Payment of Interest; Interest Rights Preserved.............44
    Section 3.8   Persons Deemed Owners......................................46
    Section 3.9   Cancellation...............................................46
    Section 3.10  Computation of Interest....................................47
    Section 3.11  CUSIP Numbers..............................................47

                                 ARTICLE IV
                         SATISFACTION AND DISCHARGE

    Section 4.1   Satisfaction and Discharge of Indenture....................47
    Section 4.2   Application of Trust Money.................................49

                                 ARTICLE V
                                  REMEDIES

    Section 5.1   Events of Default..........................................49
    Section 5.2   Acceleration of Stated Maturity;
                  Rescission and Annulment...................................51
    Section 5.3   Collection of Indebtedness and Suits for
                   Enforcement by Trustee....................................52
    Section 5.4   Trustee May File Proofs of Claim...........................53
    Section 5.5   Trustee May Enforce Claims Without Possession
                   of Securities.............................................54
    Section 5.6   Application of Money Collected.............................54
    Section 5.7   Limitation on Suits........................................55
    Section 5.8   Unconditional Right of Holders to Receive
                   Principal, Premium and Interest and to Convert............55


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    Section 5.9   Restoration of Rights and Remedies.........................56
    Section 5.10  Rights and Remedies Cumulative.............................56
    Section 5.11  Delay or Omission Not Waiver...............................56
    Section 5.12  Control by Holders.........................................56
    Section 5.13  Waiver of Past Defaults....................................57
    Section 5.14  Undertaking for Costs......................................57
    Section 5.15  Waiver of Usury, Stay or Extension Laws....................58

                                 ARTICLE VI
                                THE TRUSTEE

    Section 6.1   Certain Duties and Responsibilities........................58
    Section 6.2   Notice of Defaults.........................................58
    Section 6.3   Certain Rights of Trustee..................................59
    Section 6.4   Not Responsible for Recitals or Issuance of Securities.....60
    Section 6.5   May Hold Securities........................................60
    Section 6.6   Money Held in Trust........................................61
    Section 6.7   Compensation and Reimbursement.............................61
    Section 6.8   Disqualification: Conflicting Interests....................62
    Section 6.9   Corporate Trustee Required; Eligibility....................62
    Section 6.10  Resignation and Removal; Appointment of Successor..........62
    Section 6.11  Acceptance of Appointment by Successor.....................64
    Section 6.12  Merger, Conversion, Consolidation or Succession
                   to Business...............................................64
    Section 6.13  Preferential Collection of Claims Against Company..........65

                                ARTICLE VII
             HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

    Section 7.1   Company to Furnish Trustee Names and
                   Addresses of Holders......................................65
    Section 7.2   Preservation of Information; Communications to Holders.....66
    Section 7.3   Reports by Trustee.........................................66
    Section 7.4   Reports by Company.........................................66


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                                ARTICLE VIII
            CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

    Section 8.1   Company May Consolidate, Etc., Only on Certain Terms.......67
    Section 8.2   Successor Substituted......................................68

                                 ARTICLE IX
                                 AMENDMENTS

    Section 9.1   Without Consent of Holders.................................68
    Section 9.2   With Consent of Holders....................................69
    Section 9.3   Compliance with Trust Indenture Act........................70
    Section 9.4   Revocation and Effect of Consents, Waivers and Actions.....71
    Section 9.5   Notation on or Exchange of Securities......................71
    Section 9.6   Trustee to Sign Supplemental Indentures....................71
    Section 9.7   Effect of Supplemental Indentures..........................71

                                 ARTICLE X
                                 COVENANTS

    Section 10.1  Payment of Securities......................................72
    Section 10.2  Maintenance of Office or Agency............................72
    Section 10.3  Money for Security Payments To Be Held in Trust............73
    Section 10.4  Statement by Officers as to Default........................74
    Section 10.5  Existence..................................................75
    Section 10.6  Delivery of Certain Information............................75

                                 ARTICLE XI
                          REDEMPTION OF SECURITIES

    Section 11.1  Right to Redeem; Notices to Trustee........................75
    Section 11.2  Selection of Securities to Be Redeemed.....................76


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    Section 11.3  Notice of Redemption.......................................76
    Section 11.4  Effect of Notice of Redemption.............................77
    Section 11.5  Deposit of Redemption Price................................78
    Section 11.6  Securities Redeemed in Part................................78
    Section 11.7  Conversion Arrangement on Call for Redemption..............78

                                ARTICLE XII
                        SUBORDINATION OF SECURITIES

    Section 12.1  Securities Subordinate to Senior Indebtedness..............79
    Section 12.2  Payment Over of Proceeds upon Dissolution, Etc.............79
    Section 12.3  No Payment When Senior Indebtedness in Default.............80
    Section 12.4  Payment Permitted If No Default............................82
    Section 12.5  Subrogation to Rights of Holders of Senior Indebtedness....82
    Section 12.6  Provisions Solely To Define Relative Rights................83
    Section 12.7  Trustee To Effectuate Subordination........................83
    Section 12.8  No Waiver of Subordination Provisions......................83
    Section 12.9  Notice to Trustee..........................................84
    Section 12.10 Reliance on Judicial Order or Certificate
                  of Liquidating Agent.......................................85
    Section 12.11 Trustee Not Fiduciary for Holders of Senior Indebtedness...85
    Section 12.12 Rights of Trustee as Holder of Senior Indebtedness;
                   Preservation of Trustee's Rights..........................86
    Section 12.13 Article Applicable to Paying Agents........................86
    Section 12.14 Certain Conversions Deemed Payment.........................86

                                ARTICLE XIII
                          CONVERSION OF SECURITIES

    Section 13.1  Conversion Privilege. .....................................87
    Section 13.2  Exercise of Conversion Privilege...........................88
    Section 13.3  Fractions of Shares........................................89
    Section 13.4  Adjustment of Conversion Price.............................90
    Section 13.5  Notice of Adjustments of Conversion Price..................99
    Section 13.6  Notice of Certain Corporate Action........................100
    Section 13.7  Company's Obligation Regarding Common Stock...............101


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    Section 13.8  Taxes on Conversions......................................102
    Section 13.9  Covenant as to Common Stock...............................102
    Section 13.10 Cancellation of Converted Securities......................102
    Section 13.11 Provisions in Case of Reclassification, Consolidation,
                   Merger or Sale of Assets.................................102
    Section 13.12 Company's Obligation......................................103
    Section 13.13 Restrictions on Common Stock Issuable Upon Conversion.....103

                                ARTICLE XIV
                        RIGHT TO REQUIRE REPURCHASE

    Section 14.1  Purchase of Securities at Option of the Holder
                   upon Change in Control...................................104
    Section 14.2  Notices; Method of Exercising Repurchase Right, Etc.......104
    Section 14.3  Certain Definitions.......................................107
    Section 14.4  References to Change in Control Purchase Price............109
    Section 14.5  Covenant to Comply with Securities Laws upon
                   Purchase of Securities...................................110
    Section 14.6  Repayment to the Company..................................110


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          INDENTURE, dated as of December, 15 1999, between CommScope,
Inc., a corporation duly organized and existing under the laws of the State
of Delaware (herein called the "Company") and First Union National Bank, a
New York banking corporation (herein called the "Trustee").

                          RECITALS OF THE COMPANY

          WHEREAS, the Company has duly authorized the creation of an issue
of its Securities of substantially the tenor and amount hereinafter set
forth and to provide therefor the Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance of its 4%
Convertible Subordinated Notes due 2006 (herein called the "Securities") by
the Company;

          WHEREAS, the Company, pursuant to the Purchase Agreement (the
"Purchase Agreement") dated December 9, 1999, among the Company and the
Initial Purchasers named therein, will issue and sell up to $150,000,000
aggregate principal amount (or $172,500,000 if the overallotment option is
exercised) of its Securities;

          WHEREAS, all things necessary to make the Securities, when
executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company, and to make
this Indenture a valid agreement of the Company, in accordance with their
and its terms, have been done.

          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 agreed, for the equal and
proportionate benefit of all Holders of the Securities, as follows:
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                                 ARTICLE I

          DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          Section 1.1 Definitions. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise
requires:

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

          (2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

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

          (4) unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or Section, as the case may
be, of this Indenture; and

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

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

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


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          "Agent Members" has the meaning specified in Section 2.1(b).

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

          "Bankruptcy Law" means Title 11, United States Bankruptcy Code of
1978, as amended, or any similar United States federal or state law
relating to bankruptcy, insolvency, receivership, winding-up, liquidation,
reorganization or relief of debtors or any amendment to, succession to or
change in any such law.

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

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

          "Business Day" means a day on which banking institutions are open
for business and carrying out transactions in Dollars at the relevant place
of payment.

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

          "Common Stock" includes any stock of any class of the Company
which has no preference in respect of dividends or of amounts payable in
the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company and which is not subject to redemption by the
Company. However, subject to the provisions of Article Thirteen, shares
issuable on conversion of Securities shall include only shares of the class
designated as Common Stock of the Company at the date of this instrument or
shares of any class or classes resulting from any reclassifications thereof
and which have no preference in respect of dividends or of amounts payable
in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company and which are not subject to redemption by the


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Company; provided, that if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable on
conversion shall be substantially in the proportion which the total number
of shares of such class resulting from all such reclassifications bears to
the total number of shares of all such classes resulting from all such
reclassifications.

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

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

          "Conversion Agent" shall have the meaning set forth in Section
2.3(3).

          "Corporate Trust Office" means the principal office of the
Trustee in Charlotte, North Carolina, at which at any particular time its
corporate trust business shall be administered and which at the date of
this Indenture is 401 S. Tryon Street, Charlotte, North Carolina, 12th
Floor, Attention: Shannon Schwartz.

          "Corporation" means a corporation, association, company
(including, without limitation, a limited liability company), joint-stock
company or business trust.

          "Credit Agreement" means that certain Credit Agreement dated as
of July 23, 1997 by and among the Company and the lenders party thereto
from time to time and The Chase Manhattan Bank, as Administrative Agent,
and the other financial institutions named therein as Co-Agents, including
any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, and in each case as amended,
restated, modified, increased, renewed, refunded, replaced or refinanced
from time to time, whether or not with the same parties.


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

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

          "Definitive Security" means a certificated Security registered in
the name of the Holder thereof.

          "Depositary" means, with respect to the Securities issued in
whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 3.5.

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

          "DTC" has the meaning specified in Section 2.3.

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

          "Exchange Act" means the Securities Exchange Act of 1934 as it
may be amended from time to time, and any successor act thereto, and the
rules and regulations of the Commission promulgated thereunder.

          "Financing Entity" has the meaning specified in the definition of
the term "Senior Indebtedness".

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

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

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


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<PAGE>
          "Initial Purchasers" means Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and CIBC World Markets Corp.

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

          "Issue Date" means the date of first issuance of the Securities
under this Indenture.

          "Liquidated Damages" shall mean liquidated damages paid to all
holders of Registrable Securities (as defined in the Registration Rights
Agreement) in accordance with and pursuant to the provisions of Section
2(e) of the Registration Rights Agreement.

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

          "Notice of Default" means a written notice of the kind specified
in Section 5.1(3) or 5.1(7).

          "Officers' Certificate" means a certificate signed by any of the
Chairman of the Board and/or its Chief Executive Officer, the President or
a Vice President, and by any of the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee.

          "Opinion of Counsel" means a written opinion of counsel, who may
be an employee of the Company.

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

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


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               (ii) Securities for whose payment or redemption money in the
     necessary amount has been theretofore deposited with the Trustee or
     any Paying Agent (other than the Company) in trust or set aside and
     segregated in trust by the Company (if the Company shall act as its
     own Paying Agent) for the Holders of such Securities; provided that,
     if such Securities are to be redeemed, notice of such redemption shall
     have been duly given pursuant to this Indenture or provision therefor
     satisfactory to the Trustee shall have been made;

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

               (iv) Securities which have been converted pursuant to
     Article XIII;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken
any request, demand, authorization, direction, notice, consent, waiver or
other action hereunder as of any date, Securities owned by the Company or
any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other
obligor.

          "Paying Agent" means any Person authorized by the Company to pay
the principal of (and premium, if any) or interest on any Securities on
behalf of the Company.


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<PAGE>
          "Person" means any individual, Corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.

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

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

          "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 in whole or in part, means the price at which it is to be redeemed
as set forth in the Securities.

          "Registration Rights Agreement" means that certain Registration
Rights Agreement, dated December 15, 1999, between the Company and the
Initial Purchasers.

          "Regular Record Date" for the interest payable on any Interest
Payment Date means the close of business on June 1 or December 1 (whether
or not a Business Day), as the case may be, next preceding such Interest
Payment Date.

          "Responsible Officer", when used with respect to the Trustee,
means any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant
secretary, assistant treasurer, trust officer or any other officer of the
Trustee who customarily performs functions similar to those performed by
the Persons who at the time shall be such officers, respectively, or to
whom any corporate trust matter is referred because of such person's
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.


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<PAGE>
          "Restricted Security" means a Security required to bear the
restrictive legend set forth in the form of Security set forth in Section
2.2 of this Indenture.

          "Rule 144A" has the meaning specified in Section 3.5.

          "Rule 144A Information" has the meaning specified in Section
10.6.

          "Sale Price" on any Trading Day means the closing per share sale
price for the Common Stock (or if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case the
average of the average bid and the average ask prices) on such Trading Day
as reported by the New York Stock Exchange or, if the Common Stock is not
then listed thereon, such other national or regional securities exchange
upon which the Common Stock is listed on such Trading Day, as reported in
composite transactions for such exchange. If the Common Stock is not listed
on the New York Stock Exchange or a United States national or regional
stock exchange or quoted on the Nasdaq National Market, the Company shall
be entitled to determine the "Sale Price" on the basis of such quotation as
it deems, in good faith, to be appropriate.

          "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and
delivered under this Indenture and "Security" means one of such Securities.

          "Securities Act" means the Securities Act of 1933 as it may be
amended from time to time, and any successor act thereto, and the rules and
regulations of the Commission promulgated thereunder.

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

          "Senior Indebtedness" means in respect of the Company, whether
now or hereafter incurred: (i) the principal, premium, if any, interest and
all other amounts owed in respect of all of the Company's (A) indebtedness
for money borrowed and (B) indebtedness evidenced by securities,
debentures, bonds or other similar instruments, (ii) all obligations of the
Company (including all interest accruing after the commencement of any
bankruptcy proceeding, whether or not a claim for post-petition interest is
allowed as a claim in any such proceeding) payable under the Credit
Agreement whether outstanding on the date of this Indenture or thereafter
created, incurred, assumed or guaranteed or in effect guaranteed by the


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Company, (iii) all capital lease obligations of the Company, (iv) all
obligations of the Company issued or assumed as the deferred purchase price
of property, all conditional sale obligations of the Company and all
obligations of the Company under any title retention agreement (but
excluding trade accounts payable arising in the ordinary course of
business), (v) all obligations of the Company for the reimbursement of any
letter of credit, banker's acceptance, security purchase facility or
similar credit transaction, (vi) all obligations of the type referred to in
clauses (i) through (v) above of other persons for the payment of which the
Company is responsible or liable as obligor, guarantor or otherwise, and
(vii) all obligations of the type referred to in clauses (i) through (vi)
above of other persons secured by any lien on any property or asset of the
Company (whether or not such obligation is assumed by the Company), except
for (1) any such indebtedness that is by its terms subordinated to or pari
passu with the Securities and (2) any indebtedness between or among the
Company or its affiliates, including all other debt securities and
guarantees in respect of those debt securities issued to any trust, or
trustee of such trust, partnership or other entity affiliated with the
Company that is, directly or indirectly, a financing vehicle of the Company
(a "Financing Entity") in connection with the issuance by such Financing
Entity of preferred securities or other securities that rank pari passu
with, or junior to, the Securities.

          "Share Certificate" means a certificate evidencing ownership of
shares of Common Stock.

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

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

          "Subsidiary" of any Person means (i) a corporation more than 50%
of the outstanding Voting Stock of which is owned, directly or indirectly,
by such Person or by one or more other Subsidiaries of such Person, or by
such Person and one or more Subsidiaries thereof or (ii) any other Person
(other than a corporation) in which such Person, or one or more other
Subsidiaries of such Person or such Person and one or more other
Subsidiaries thereof, directly or indirectly, has at least a majority
ownership and power to direct the policies, management and affairs thereof.


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<PAGE>
          "Surrendered Securities" has the meaning specified in Section
2.6.

          "Trading Day" means each day on which the securities exchange or
quotation system which is used to determine the Sale Price is open for
trading or quotation.

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

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

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

          "U.S. Government Obligations" means securities that are (x)
direct obligations of the United States of America for the payment of which
its full faith and credit is pledged or (y) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of
the United States of America the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case, are not callable or redeemable at the
option of the issuer thereof, and shall also include a depository receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act of
1933, as amended), as custodian with respect to any such U.S. Government
Obligation or a specific payment of principal of or interest on any such
U.S. Government Obligation held by such custodian for the account of the
holder of such depository receipt, provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the
specific payment of principal of or interest on the U.S. Government
Obligation evidenced by such depository receipt.


                                   11
<PAGE>
          "Vice President", when used with respect to the Company or the
Trustee, 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" of any Person means capital stock of such Person
which ordinarily has voting power for the election of directors (or Persons
performing similar functions of such Person), whether at all times or only
so long as no senior class of securities has such voting power by reason of
any contingency.

          Section 1.2    Compliance Certificates and Opinions.
                         ------------------------------------

          Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall
furnish to the Trustee such certificates and opinions as may be required
under the Trust Indenture Act or reasonably requested by the Trustee in
connection with such application or request. Each such certificate or
opinion shall be given in the form of an Officers' Certificate, if to be
given by an officer of the Company, or an opinion of Counsel, if to be
given by counsel, and shall comply with the applicable requirements of the
Trust Indenture Act and any other applicable requirement set forth in this
Indenture.

          Every certificate or Opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

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

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

          (c) a statement that, in the opinion of 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

          (d) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.


                                   12
<PAGE>
          Section 1.3    Form of Documents Delivered to Trustee.
                         --------------------------------------

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

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

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

          Section 1.4    Acts of Holders; Record Dates.
                         -----------------------------

          (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or
taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person
or by an agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument
or instruments are delivered to the Trustee and, where it is hereby
expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument or


                                   13
<PAGE>
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.3) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section.

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

          (c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver
or other action, or to vote on any action, authorized or permitted to be
given or taken by Holders. If not set by the Company prior to the first
solicitation of a Holder made by any Person in respect of any such action,
or, in the case of any such vote, prior to such vote, the record date for
any such action or vote shall be the 30th day (or, if later, the date of
the most recent list of Holders required to be provided pursuant to Section
7.1) prior to such first solicitation or vote, as the case may be. With
regard to any record date, only the Holders on such date (or their duly
designated proxies) shall be entitled to give or take, or vote on, the
relevant action.

          (d) The ownership of Securities shall be proved by the Security
Register.

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


                                   14
<PAGE>
          (f) Without limiting the foregoing, a Holder entitled hereunder
to give or take any such action with regard to any particular Security may
do so with regard to all or any part of the principal amount of such
Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any different part of
such principal amount.

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

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

          (1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed
in writing to or with the Trustee at its Corporate Trust Office, Attention:
Shannon Schwartz, or

          (2) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the
Company addressed to it at the address of its principal office at
CommScope, Inc., 1375 Lenoir-Rhyne Blvd., Hickory, N.C. 28601, Attention:
General Counsel, or at any other address previously furnished in writing to
the Trustee by the Company.

          Section 1.6    Notice to Holders; Waiver.
                         -------------------------

          Where this Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each
Holder affected by such event, at such Holder's address as it appears in
the Security Register, not later than the latest date (if any), and not
earlier than the earliest date (if any), prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect
to other Holders. Any notice when mailed to a Holder in the aforesaid
manner shall be conclusively deemed to have been received by such Holder
whether or not actually received by such Holder. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by
the Person entitled to receive such notice, either before or after the
event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing


                                   15
<PAGE>
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

          In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose
hereunder.

          Section 1.7    Conflict with Trust Indenture Act.
                         ---------------------------------

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

          Section 1.8    Effect of Headings and Table of Contents.
                         ----------------------------------------

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

          Section 1.9    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 1.10   Separability Clause.
                         -------------------

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

          Section 1.11   Benefits of Indenture.
                         ---------------------

          Nothing 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 Indebtedness and the Holders of
Securities, any benefit or any legal or equitable right, remedy or claim
under this Indenture.


                                   16
<PAGE>
          Section 1.12   Governing Law.
                         -------------

          THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS.

          Section 1.13   Legal Holidays.
                         --------------

          In any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Security or the last date on which a Holder has the
right to convert his Securities shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal or conversion of the
Securities need not be made on such date, but may be made on the next
succeeding Business Day (except that, if such Business Day is in the next
succeeding calendar year, such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be, shall be the immediately preceding
Business Day) with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity or on such last
day for conversion, provided, that no interest shall accrue for the period
from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be.

          Section 1.14 Counterparts. This instrument may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and
the same instrument.


                                 ARTICLE II

                               SECURITY FORMS

          Section 2.1 Forms Generally. The Securities and the Trustee's
certificate of authentication shall be in substantially the form set forth
in this Article, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and
may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with
the rules of any securities exchange or Depositary therefor or as may,
consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities.


                                   17
<PAGE>
          The definitive Securities shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner,
all as determined by the officers executing such Securities, as evidenced
by their execution of such Securities.

          In certain cases described elsewhere herein, the legends set
forth in the first through fourth paragraphs of Section 2.2 may be omitted
from Securities issued hereunder.

          (a) Global Securities. The Securities shall be issued in fully
registered book-entry form in one or more Global Securities (each a "Global
Security"), without interest coupons, substantially in the form of Security
set forth in Sections 2.2 and 2.3, with such applicable legends as are
provided for in Section 2.2, except as otherwise permitted herein. Such
Global Securities shall be registered in the name of a nominee of the
Depositary and deposited with the Trustee, as custodian for the Depositary,
duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of a Global Security
may from time to time be increased or decreased, as appropriate, by
adjustments made on the records of the Trustee, as custodian for the
Depositary, to reflect transfers to another Global Security, redemptions,
repurchases and conversions.

          (b) Book-Entry Provisions. This Section 2.1(b) shall apply only
to a Global Security deposited with or on behalf of the Depositary.

          The Company shall execute and the Trustee shall, in accordance
with this Section 2.1(b), authenticate and deliver initially one or more
Global Securities that (a) shall be registered in the name of the
Depositary for such Security or Global Securities or the nominee of such
Depositary and (b) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instructions or held by the Trustee as
custodian for the Depositary.

          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 by the Trustee as the
custodian of the Depositary 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 herein
shall prevent the Company, the Trustee or any agent of the Company or the


                                   18
<PAGE>
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices of
such Depositary governing the exercise of the rights of a holder of a
beneficial interest in any Global Security.

          (c) Definitive Securities. Except as provided in Section 3.5(h),
owners of beneficial interests in Global Securities will not be entitled to
receive physical delivery of certificated Securities.

          Section 2.2   Form of Face of Security.
                         ------------------------

          [INCLUDE UNLESS PURSUANT TO SECTION 3.5(d) OF THE INDENTURE, THE
COMPANY DETERMINES THAT THE FOLLOWING LEGEND MAY BE REMOVED -- THIS
SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE ASECURITIES ACT@), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

          THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE
ARESALE RESTRICTION TERMINATION DATE@), WHICH IS TWO YEARS AFTER THE LATER
OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR
ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY, (B) FOR SO LONG AS
THE NOTES AND THE COMMON STOCK ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A AQUALIFIED INSTITUTIONAL
BUYER@ AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C)


                                   19
<PAGE>
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
COMPANY=S AND THE TRUSTEE=S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN
EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY
THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST
OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]

          [INCLUDE IF SECURITY IS A GLOBAL SECURITY DEPOSITED WITH DTC B
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO., OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN ARTICLE THREE OF THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF.]


                                   20
<PAGE>
                              CommScope, Inc.

              4% Convertible Subordinated Debentures Due 2006

No.                          Principal Amount:  $
                             Cusip No.           203372AA5
                             Issue Date:         December 15, 1999

          CommScope, Inc., a corporation duly organized and existing under
the laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to __________, or registered assigns, the
principal sum of ___________ Dollars [if this Security is a Global
Security, then insert --(which principal amount may from time to time be
increased or decreased to such other principal amounts (which, taken
together with the principal amounts of all other Outstanding Securities,
shall not exceed $________ in the aggregate at any time) by adjustments
made on the records of the Trustee hereinafter referred to in accordance
with the Indenture)] on December 15, 2006, and to pay interest thereon as
specified on the other side of this Security.

          This Security is convertible as specified on the other side of
this Security. All capitalized terms used herein without definition shall
have the respective meanings assigned thereto in the Indenture referred to
on the other side of this Security.

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

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

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


Dated:
      ------------------


                                   21
<PAGE>

                                    COMMSCOPE, INC.



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

[Seal]

Attest:


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

          Section 2.3   Form of Reverse of Security.
                         ---------------------------

          (1) Interest. The Company promises to pay interest on the
principal amount of this Security at the rate per annum of 4% from December
15, 1999 until maturity. The Company will pay interest semiannually on June
15, and December 15 of each year (each an "Interest Payment Date") to
holders of record at the close of business on each June 1 or December 1
(whether or not a business day) (each a "Regular Record Date") immediately
preceding such Interest Payment Date. Interest on the Securities will
accrue from the most recent date to which interest has been paid or duly
provided or, if no interest has been paid, from the Issue Date. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.
The Company shall pay interest on overdue principal, or if shares of Common
Stock (or cash in lieu of fractional shares) in respect of a conversion of
this Security in accordance with the terms of Article XIII of the Indenture
are not delivered when due, at the rate borne by the Securities plus 1% per
annum, and it shall pay interest on overdue installments of interest at the
same rate to the extent lawful. All such overdue interest shall be payable
on demand.

          (2) Method of Payment. Subject to the terms and conditions of the
Indenture, the Company will make payments in respect of the principal of,
premium, if any, and interest payable in cash on this Security, and in
respect of Redemption Prices to Holders who surrender Securities to a
Paying Agent to collect such payments in respect of the Securities. The
Company will pay cash amounts in


                                   22
<PAGE>
money of the United States of America that at the time of payment is legal
tender for payment of public and private debts. However, the Company may
make such cash payments by check payable in such money.

          (3) Paying Agent; Registrar; Conversion Agent. Initially, First
Union National Bank (the "Trustee"), will act as Paying Agent, Registrar
and Conversion Agent (the "Conversion Agent"). The Company may appoint and
change any Paying Agent, Registrar or co-registrar or Conversion Agent
without notice, other than notice to the Trustee, except that the Company
will maintain at least one Paying Agent in the State of New York, City of
New York, Borough of Manhattan. The Company or any of its Subsidiaries or
Affiliates incorporated in the United States may act as Paying Agent,
Registrar or co-registrar or Conversion Agent.

          (4) Indenture. The Company issued the Securities under an
Indenture dated as of December 15, 1999 (the "Indenture"), among the
Company and the Trustee. The terms of the Securities include those stated
in the Indenture and those made part of the Indenture by reference to the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as in effect from time to time (the "TIA").
Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all such
terms, and Holders are referred to the Indenture and the TIA for a
statement of those terms.

          The Securities are unsecured subordinated obligations of the
Company limited to the aggregate principal amount specified in Section 3.1
of the Indenture.

          (5) Redemption at the Option of the Company. No sinking fund is
provided for this Security. The Securities may not be redeemed at the
option of the Company prior to December 15, 2002. The Securities (other
than those Securities that have been converted in accordance with the terms
of the Indenture) are subject to redemption at the option of the Company
upon not less than 30 days' or more than 60 days' notice by mail (unless a
shorter notice is deemed satisfactory by the Trustee) to each Holder of
Securities, as a whole or from time to time in part, at any time on or
after December 15, 2002. The Redemption Prices (expressed as percentages of
the principal amount) shall be as set forth below for Securities redeemed
during the following 12-month periods:


                                   23
<PAGE>
PERIOD                                                    REDEMPTION PRICE
------                                                    ----------------

December 15, 2002 through December 14, 2003                   102.2857%

December 15, 2003 through December 14, 2004                   101.7143%

December 15, 2004 through December 14, 2005                   101.1429%

and thereafter at a Redemption Price equal to 100.5714% of the principal
amount, together, in the case of any such redemption, with accrued interest
to (but not including) the Redemption Date (subject to the right of holders
of record on the Regular Record Date to receive interest on the related
Interest Payment Date). Any redemption of Securities must be in integral
multiples of $1,000.

          If fewer than all of the Securities are to be redeemed, the
Trustee will select the Securities to be redeemed in principal amounts at
maturity of $1,000 or integral multiples thereof by lot, pro rata or by
another method the Trustee selects. If a portion of a Holder's Securities
is selected for partial redemption and that holder converts a portion of
those Securities prior to the redemption, the converted portion shall be
deemed, solely for purposes of determining the aggregate principal amount
of the Securities to be redeemed by the Company, to be of the portion
selected for redemption.

          (6) Notice of Redemption. Notice of Redemption will be mailed by
first class mail at least 30 days but not more than 60 days before the
Redemption Date (unless a shorter notice shall be satisfactory to the
Trustee) to each Holder of Securities to be redeemed at the Holder's
registered address. If money sufficient to pay the Redemption Price of all
Securities (or portions thereof which are in an integral multiple of $1,000
in principal amount) to be redeemed on the Redemption Date is deposited
with the Paying Agent prior to or on the Redemption Date, immediately after
such Redemption Date interest shall cease to accrue on such Securities or
portions thereof.

          (7) Purchase by the Company at the Option of the Holder. In
certain circumstances involving a Change in Control (as defined in the
Indenture), subject to the terms and conditions of the Indenture, each
Holder shall have the right to require the Company to repurchase all or
part of its Securities at a repurchase price equal to 100% of the principal
amount thereof, together with accrued and unpaid interest through the
Change in Control Purchase Date (as defined in the Indenture)


                                   24
<PAGE>
(subject to the right of holders of record on the Regular Record Date to
receive interest on the related Interest Payment Date).

          The Holder has the right to withdraw any Change in Control
Purchase Notice by delivering to the Paying Agent prior to the close of
business on the Change in Control Purchase Date a written notice, in
substantially the form and manner set forth in Article XIV of the
Indenture.

          If cash sufficient to pay the Change in Control Purchase Price of
all Securities (or any portion thereof which is in an integral multiple of
$1,000 in principal amount) to be purchased prior to or on the Change in
Control Purchase Date is deposited with the Paying Agent on the Change in
Control Purchase Date, this Security shall cease to be outstanding and
interest shall cease to accrue on this Security (or such portions thereof)
and will be deemed paid, whether or not this Security is delivered to the
Paying Agent, immediately after such Change in Control Purchase Date and
the Holder shall have no other rights as such (other than the right to
receive the Change in Control Purchase Price upon surrender of this
Security or portion hereof).

          (8) Conversion Rights. At the option of the Holder and subject to
the terms and conditions of the Indenture, this Security (or any portion
hereof which is an integral multiple of $1,000 in principal amount) may be
surrendered for conversion into shares of Common Stock at an initial
conversion rate (the "Conversion Rate") of 20.7512 shares of Common Stock
per $1,000 principal amount of this Security. The Conversion Rate is
subject to adjustment as provided in Article XIII of the Indenture. The
right to surrender this Security for conversion pursuant to Article XIII of
the Indenture shall terminate on the close of business on December 15,
2006, or, if this Security or any portion hereof shall be called for
redemption pursuant to the terms hereof, then in respect of any portion so
called for redemption, at the close of business on the Redemption Date
(unless in the case of any such redemption the Company shall default in the
payment due upon the redemption hereof).

          Except as otherwise expressly provided in the Indenture, no
payment or adjustment shall be made on account of any dividends or
distributions on Common Stock delivered upon such conversion. The
Conversion Rate will not be adjusted at any time during the term of this
Security for accrued interest. Upon conversion of this Security, (except as
provided below) that portion of accrued and unpaid interest thereon
attributable to the period from the Issue Date through the


                                   25
<PAGE>
Conversion Date with respect to this Security shall not be canceled,
extinguished or forfeited, but rather shall be deemed to be paid in full to
the Holder thereof through the delivery of the Common Stock (together with
the cash payment in lieu of fractional interests therein) in exchange for
this Security; and the fair market value of such Common Stock (together
with any cash payment for fractional shares), if any, shall be treated as
delivered or paid, to the extent thereof, first in exchange for accrued and
unpaid interest through the Conversion Date, and the balance, if any, of
such fair market value of such Common Stock (and any cash payment for
fractional shares) shall be treated as delivered or paid in exchange for
the principal amount of this Security. Notwithstanding the foregoing,
accrued but unpaid interest will be payable upon conversion of this
Security if such conversion is made concurrently with or after acceleration
of the indebtedness represented by this Security following an Event of
Default subject to Article XII.

          No fractional shares of Common Stock shall be delivered upon
exchanges but the Conversion Agent on behalf of the Company shall make a
cash payment in lieu thereof equal to the product of such fractional share
and the Sale Price on the Trading Day immediately preceding the Conversion
Date subject to Article XII.

          To convert this Security the Holder must (i) complete and
manually sign the conversion notice hereon (or complete and manually sign a
facsimile of such notice) and deliver such notice to the Conversion Agent
(initially the Trustee) or, if applicable, complete and deliver to The
Depository Trust Company ("DTC") the appropriate instruction form for
conversion pursuant to DTC's book entry conversion program, (ii) surrender
(or arrange for book-entry delivery of) this Security to the Conversion
Agent (which is not necessary in the case of conversion pursuant to DTC's
book entry conversion program), (iii) furnish appropriate endorsements and
transfer documents if required by the Conversion Agent, the Company or the
Trustee and (iv) pay any transfer or similar tax if required.

          Book entry delivery of a Security to the Conversion Agent may be
made by any financial institution that is a participant in DTC; conversion
through DTC's book entry conversion program is available for any security
that is held in an account maintained at DTC by any such Participant. A
conversion shall be deemed to have been effected at the close of business
on the date all such requirements have been satisfied (the "Conversion
Date"). A Holder may convert a portion of this Security only if the portion
is $1,000 principal amount or an integral multiple of $1,000.


                                   26
<PAGE>
          Securities surrendered for conversion during the period from the
close of business on any Regular Record Date next preceding any Interest
Payment Date to the opening of business on such Interest Payment Date
(except Securities to be redeemed on a date within such period) must be
accompanied by payment of an amount equal to the interest thereon that the
registered Holder is to receive. Except where Securities surrendered for
conversion must be accompanied by payment as described above, no interest
on converted Securities will be payable by the Company on any Interest
Payment Date subsequent to the date of conversion.

          (9) Arrangement on Call for Redemption. Any Securities called for
redemption, unless surrendered for conversion before the close of business
on the Redemption Date, may be deemed to be purchased from the Holders of
such Securities at an amount not less than the Redemption Price plus
accrued and unpaid interest to the Redemption Date, by one or more third
parties who may agree with the Company to purchase such Securities from the
Holders, to exchange them for Common Stock and to make payment for such
Securities to the Trustee in trust for such Holders.

          (10) Subordination. The Securities are subordinated to Senior
Indebtedness of the Company. To the extent provided in the Indenture,
Senior Indebtedness of the Company must be paid in cash before the
Securities may be paid. The Company and each Holder of Securities, by
accepting a Security, agrees to the subordination provisions contained in
the Indenture and authorizes the Trustee to give it effect and appoints the
Trustee as attorney-in-fact for such purpose.

          (11) Denominations; Transfer; Exchange. The Securities are in
fully registered form, without coupons, in denominations of $1,000 of
principal amount and integral multiples of $1,000 in excess thereof. The
Holder may transfer or exchange this Security in accordance with the
Indenture. The Registrar may require the Holder, among other things, to
furnish appropriate endorsements and transfer documents. The Registrar need
not transfer or exchange any Securities selected for redemption (except, in
the case of a Security to be redeemed in part, the portion of the Security
not to be redeemed) or any Securities in respect of which a Change in
Control Purchase Notice has been given and not withdrawn (except, in the
case of a Security to be purchased in part, the portion of the Security not
to be purchased) or any Securities for a period of 15 days before a
selection of Securities to be redeemed.


                                   27
<PAGE>
          (12) Persons Deemed Owners. The registered Holder of this
Security may be treated as the owner of this Security for all purposes.

          (13) Unclaimed Money for Securities. The Trustee and the Paying
Agent shall return to the Company upon written request any money or
securities held by them for the payment of any amount with respect to this
Security that remain unclaimed for two years. After return to the Company,
the Holder must look solely to the Company for payment.

          (14) Amendment; Waiver. Subject to certain exceptions set forth
in the Indenture, (i) the Indenture or the Securities may be amended with
the written consent of the Holders of at least a majority in aggregate
principal amount of the Securities at the time Outstanding and (ii) certain
Defaults may be waived with the written consent of the Holders of a
majority in the aggregate principal amount of the Securities at the time
Outstanding. Subject to certain exceptions set forth in the Indenture,
without the consent of any Holder, the Company and the Trustee may amend
the Indenture or the Securities to cure any ambiguity, omission, defect, or
inconsistency, or to comply with Article VIII or Section 13.11 of the
Indenture, to provide for uncertificated Securities in addition to or in
place of certificated Securities, to make any change that does not
adversely affect the rights of any Holder, to comply with any requirement
of the Commission in connection with the qualification of the Indenture
under the TIA or to add to the covenants or obligations of the Company
under the Indenture or surrender any right, power or option conferred by
the Indenture on the Company.

          (15) Defaults and Remedies. Under the Indenture, Events of
Default include, among other things (i) default by the Company in (A)
payment of the principal amount, the Redemption Price or the Change in
Control Purchase Price, as the case may be, in respect of the Securities
when the same becomes due and payable, (B) interest when due (if such
default in payment of any such interest shall continue for 31 days) or (C)
the delivery of shares of Common Stock (including cash in lieu of
fractional shares of Common Stock) in accordance with the terms of the
Indenture when such are required to be delivered upon conversion of a
Security (if such default shall continue for 10 days); (ii) failure by the
Company to comply with any other agreements in the Indenture or the
Securities upon the receipt by the Company of notice of such default from
the Trustee or Holders of not less than 25% in aggregate principal amount
of the Securities then Outstanding and the Company's failure to cure such
default within 90 days after receipt by the Company of such notice; (iii)
default under any bond, debenture, note or other evidence of


                                   28
<PAGE>
indebtedness for money borrowed of the Company having an aggregate
outstanding principal amount of in excess of $12,500,000, which default
shall have resulted in such indebtedness being accelerated, without such
indebtedness being discharged or such acceleration having been rescinded or
annulled within 60 days after receipt of notice thereof by the Company from
the Trustee or the Company and the Trustee from the Holders of not less
than 25% in aggregate principal amount of the Securities then Outstanding
(unless such default has been cured or waived); and (iv) certain events of
bankruptcy or insolvency. If an Event of Default occurs and is continuing,
the Trustee, or the Holders of at least 25% in aggregate principal amount
of the Securities at the time Outstanding, may by notice to the Company
declare the principal amount of, and accrued and unpaid interest through
the date of such declaration on, all the Securities to be immediately due
and payable. The Company's obligation to pay the Securities following
acceleration may be deferred under certain circumstances, if Senior
Indebtedness is outstanding. Certain events of bankruptcy or insolvency are
Events of Default which will result in the principal amount plus accrued
and unpaid interest through the occurrence of such Event of Default on the
Securities becoming due and payable immediately upon the occurrence of such
Event of Default.

          Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture
or the Securities unless it receives reasonable indemnity or security.
Subject to certain limitations, Holders of a majority in aggregate
principal amount of the Securities at the time Outstanding may direct the
Trustee in its exercise of any trust or power. The Trustee may withheld
from Holders notice of any continuing Default (except a Default in payment
of amounts specified in clause (i) above) if it in good faith determines
that withholding notice is in their interests.

          (16) Registration Rights Agreement. The Holder of this Security
and the Common Stock issuable upon conversion thereof is entitled to the
benefits of a Registration Rights Agreement (subject to the provisions
thereof), dated as of December 15, 1999, among the Company and the Initial
Purchasers.

          (17) Trustee Dealings with the Company. Subject to certain
limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of
Securities and may otherwise deal with and collect obligations owed to it
by the Company or its Affiliates with the same rights it would have if it
were not Trustee.


                                   29
<PAGE>
          (18) No Recourse Against Others. A director, officer, employee,
agent or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under this Security or the Indenture or
for any claim based on, in respect of or by reason of such obligations or
their creation. By accepting a Security, each Holder waives and releases
all such liability. The waiver and release are part of the consideration
for the issue of the Securities.

          (19) Authentication. This Security shall not be valid until an
authorized signatory of the Trustee manually signs the Trustee's
Certificate of Authentication on the other side of this Security.

          (20) 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 Gift to Minors Act).


                                   30
<PAGE>
          (21) Governing Law. THE INDENTURE AND THIS SECURITY SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.

          Section 2.4 Form of Trustee's Certificate of Authentication.
This is one of the Securities referred to in the within-mentioned
Indenture.

                            Dated:
                                   ------------------------


                                    First Union National Bank, as Trustee


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

          Section 2.5   Form of Conversion Notice.
                         -------------------------

                             CONVERSION NOTICE

To:  CommScope, Inc. and First Union National Bank

          The undersigned registered owner of this Security hereby
irrevocably exercises the option to convert this Security, or the portion
hereof (which is $1,000 principal amount or an integral multiple thereof),
below designated into shares of Common Stock (in the form of a Share
Certificate) in accordance with the terms of the Indenture referred to in
this Security, and directs that the shares issuable and deliverable upon
conversion, together with any check in payment for a fractional share and
any Security representing any unconverted principal amount hereof, be
issued and delivered to the registered owner hereof unless a different name
has been provided 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 and is delivering herewith a certificate in proper form
certifying that the applicable restrictions on transfer have been complied
with. Any amount required to be paid by the undersigned on account of
interest accompanies this Security.

DATE:
     ----------------------


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


                                   31
<PAGE>
                                (If a corporation, partnership or
                                fiduciary, the title of the Person
                                signing must be stated.)


Signature(s) must be guaranteed by an eligible
Guarantor Institution (banks, stock brokers,
savings and loan associations and credit unions)
with membership in an approved signature
guarantee medallion program pursuant to
Securities and Exchange Commission
Rule 17Ad-15 if shares of Common
Stock are to be issued, or Securities to be
delivered, other than to and in the name of the
registered holder.


------------------------------------
Signature Guarantee

Fill in for registration of shares if they are to be delivered, or
unconverted Securities if they are to be issued, other than to and in the
name of the registered holder:


------------------------------------
(Name)

------------------------------------
(Street Address)

------------------------------------
(City, State and zip code)

(Please print name and address)

Register:    Common Stock
          --
             Securities
          --
(Check appropriate line(s))

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


                                   32
<PAGE>
$     ,000
 -----


                                 ----------------------------------
                                 Social Security or other Taxpayer
                                 Identification Number of owner

          Section 2.6   Form of Certification.
                         ---------------------

                            TRANSFER CERTIFICATE

          In connection with any transfer of any of the Securities within
the period prior to the expiration of the holding period applicable to the
sales thereof under Rule 144(k) under the Securities Act of 1933, as
amended (the "Securities Act") (or any successor provision), the
undersigned registered owner of this Security hereby certifies with respect
to $________ principal amount of the above-captioned securities presented
or surrendered on the date hereof (the "Surrendered Securities") for
registration of transfer, or for exchange or conversion where the
securities issuable upon such exchange or conversion are to be registered
in a name other than that of the undersigned registered owner (each such
transaction being a "transfer"), that such transfer complies with the
restrictive legend set forth on the face of the Surrendered Securities for
the reason checked below:

          [_]  The transfer of the Surrendered Securities complies with
               Rule 144 under the U.S. Securities Act of 1933, as amended
               (the "Securities Act"); or

          [_]  The transfer of the Surrendered Securities complies with
               Rule 144A under the Securities Act; or

          [_]  The transfer of the Surrendered Securities complies with
               another available exemption from the registration
               requirements under the Securities Act; or

          [_]  The transfer of the Surrendered Securities is pursuant to an
               effective registration statement under the Securities Act.


                                   33
<PAGE>
and unless the box below is checked, the undersigned confirms that, to the
undersigned's knowledge, such Securities are not being transferred to an
"affiliate" of the Company as defined in Rule 144 under the Securities Act
(an "Affiliate").

          [_]  The transferee is an Affiliate of the Company.


DATE:
     -----------------


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

                                 (If the registered owner is a corporation,
                                 partnership or fiduciary, the title of the
                                 Person signing on behalf of such registered
                                 owner must be stated.)

          Section 2.7   Form of Option of Holder to Elect Purchase.
                         ------------------------------------------

                     OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the
Company pursuant to Section 14.1 of the Indenture, check the following box:
[_]

          If you want to elect to have only part of this Security purchased
by the Company pursuant to Section 14.1 of the Indenture, state the amount
you elect to have purchased:

$
 ------------------------


Dated:
      -----------------


                                 Signature:
                                           -----------------------------


                                   34
<PAGE>
NOTICE: The signature on this assignment must correspond with the name as
it appears upon the face of the within Security in every particular without
alteration or enlargement or any change whatsoever and be guaranteed.

Signature Guarantee:
                     ---------------------

Signature(s) must be guaranteed by an eligible
Guarantor Institution (banks, stock brokers,
savings and loan associations and credit unions)
with membership in an approved signature
guarantee medallion program pursuant to
Securities and Exchange Commission
Rule 17Ad-15 if shares of Common
Stock are to be issued, or Securities to be
delivered, other than to and in the name of the
registered holder.

          Section 2.8   Form of Assignment.
                         ------------------

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

Dated:
       ---------------

Signature(s)

Signature(s) must be guaranteed by an eligible
Guarantor Institution (banks, stock brokers,
savings and loan associations and credit unions)
with membership in an approved signature
guarantee medallion program pursuant to
Securities and Exchange Commission
Rule 17Ad-15 if shares of Common
Stock are to be issued, or Securities to be
delivered, other than to and in the name of the
registered holder.


                                   35
<PAGE>
Signature Guarantee:
                     --------------------


                                ARTICLE III

                               THE SECURITIES

          Section 3.1 Title and Terms. The aggregate principal amount of
Securities which may be authenticated and delivered for issuance under this
Indenture is $150,000,000 upon a Company Order without any further action
by the Company (except for Securities authenticated and delivered for
exchange for, or in lieu of, other Securities pursuant to Sections 3.4,
3.5, 3.6, 9.5, 11.6, 13.2 or 14.2); provided, however, that if the Company
sells any Securities pursuant to the over-allotment option granted pursuant
to the Purchase Agreement among the Company and the Initial Purchasers
dated December 9, 1999, then the Trustee shall authenticate and deliver
Securities for issuance in an aggregate principal amount of $150,000,000
plus up to $22,500,000 aggregate principal amount upon receipt by the
Trustee of a Company Order, except as aforesaid.

          The principal amount, Redemption Price, Liquidated Damages,
change in Control Purchase Price and interest on the Securities shall be
payable at the Corporate Trust Office and at any other office or agency
maintained by the Company for such purpose; provided, however, that upon
application by the Holder to the Security Registrar not later than the June
1 or December 1 immediately preceding the relevant Interest Payment Date,
such Holder may receive payment by wire transfer to a U.S. Dollar account
(such transfers to be made only to Holders of an aggregate principal amount
in excess of U.S. $5,000,000 in principal amount) maintained by the payee
with a bank in the United States upon compliance with the reasonable
regulations of the Trustee.

          The Securities shall be redeemable by the Company as provided in
Article XI.

          The Securities shall be subordinated in right of payment to the
prior payment in full of Senior Indebtedness as provided in Article XII.

          The Securities shall be convertible as provided in Article XIII.


                                   36
<PAGE>
          The Securities shall be subject to purchase by the Company at the
option of the Holder as provided in Article XIV.

          Section 3.2 Denominations. The Securities shall be issuable
only in registered form without coupons and only in denominations of $1,000
in principal amount and any integral multiple thereof.

          Section 3.3 Execution, Authentication, Delivery and Dating. The
Securities shall be executed on behalf of the Company by any of its
Chairman of the Board, its President or one of its Vice Presidents, under
its corporate seal reproduced thereon and attested by its Treasurer or one
of its Assistant Treasurers or Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may
be manual or facsimile.

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

          At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by
the Company to the Trustee or to its order for authentication, together
with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with such Company Order shall
authenticate and make available for delivery such Securities as in this
Indenture provided and not otherwise. In connection with any Company Order
for authentication, an Officers' Certificate and Opinion of Counsel
pursuant to Section 1.2 shall be required.

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

          Each security shall be dated the date of its authentication.


                                   37
<PAGE>
          Section 3.4 Temporary Securities. Pending the preparation of
definitive Securities, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of
such Securities.

          If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at any office or agency of the Company designated pursuant to
Section 10.2, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Securities the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of authorized denominations.
Until so exchanged, the temporary Securities shall in all respects be
entitled to the same benefits under this Indenture as definitive
Securities.

          Section 3.5 Registration; Registration of Transfer and
Exchange. (a) The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office
and in any other office or agency designated pursuant to Section 10.2 being
herein sometimes collectively referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of Securities and of transfers
and exchanges thereof. The Trustee is hereby appointed "Security Registrar"
for the purpose of registering Securities and transfers and exchanges
thereof as herein provided. Upon surrender for registration of transfer or
exchange of any Security at an office or agency of the Company designated
pursuant to Section 10.2 for such purpose, accompanied by a written
instrument of transfer or exchange in the form provided by the Company, the
Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees (in the case of a
transfer) or to the Holder (in the case of an exchange), one or more new
Securities, of any authorized denominations and of a like aggregate
principal amount and tenor bearing such restrictive legends as may be
required by this Indenture.


                                   38
<PAGE>
          (b) Notwithstanding any other provisions of this Indenture or the
Securities, (A) transfers of a Global Security, in whole or in part, shall
be made only in accordance with Section 3.5(b)(i) and (B) transfers of a
Definitive Security shall comply with Section 3.5(b)(ii) below.

               (i) Transfer of Global Security. A Global Security may not
     be transferred, in whole or in part, to any Person other than the
     Depositary or a nominee or any successor thereof, and no such transfer
     to any such other Person may be registered. No transfer of a Security
     to any Person shall be effective under this Indenture or the
     Securities unless and until such Security has been registered in the
     name of such Person. Nothing in this Section 3.5(b)(i) shall prohibit
     or render ineffective any transfer of a beneficial interest in a
     Global Security effected in accordance with the other provisions of
     this Section 3.5(b).

               (ii) Transfer and Exchange of Definitive Securities. When
     Definitive Securities are presented to the Security Registrar with a
     request:

     (x)  to register the transfer of such Definitive Securities; or

     (y)  to exchange such Definitive Securities for an equal principal
          amount of Definitive Securities of other authorized
          denominations, the Security Registrar shall register the transfer
          or make the exchange as requested if its reasonable requirements
          for such transaction are met;

     provided, however, that the Definitive Securities surrendered for
     transfer or exchange:

               (i) shall be duly endorsed or accompanied by a written
          instrument of transfer in form reasonably satisfactory to the
          Company and the Security Registrar, duly executed by the Holder
          thereof or his attorney duly authorized in writing; and

               (ii) so long as such Securities are Restricted Securities,
          such Securities are being transferred or


                                   39
<PAGE>
          exchanged pursuant to an effective registration statement under
          the Securities Act or pursuant to clause (A), (B) or (C) below,
          and are accompanied by the following additional information and
          documents, as applicable:

                    (A) if such Definitive Securities are being delivered
     to the Security Registrar by a Holder for registration in the name of
     such Holder, without transfer, a certification from such Holder to
     that effect (in the form set forth in Section 2.6); or

                    (B) if such Definitive Securities are being transferred
     to the Company, a certification to that effect; or

                    (C) if such Definitive Securities are being transferred
     pursuant to an exemption from registration to a Qualified
     Institutional Buyer in accordance with Rule 144A under the Securities
     Act ("Rule 144A"), in accordance with Rule 144 or pursuant to another
     available exemption under the Act, (i) a certification to that effect
     (in the form set forth in Section 2.6) and (ii) if the Company or
     Security Registrar so requests, an opinion of counsel or other
     evidence reasonably satisfactory to them as to the compliance with the
     restrictions set forth in the legend set forth in Section 2.2.

          (c) Subject to the succeeding paragraph, every Security shall be
subject to the restrictions on transfer provided in the legend set forth in
the first paragraph of Section 2.2. Whenever any Restricted Security is
presented or surrendered for registration of transfer or for exchange for a
Security registered in a name other than that of the Holder, such Security
must be accompanied by a certificate in substantially the form set forth in
Section 2.6, dated the date of such surrender and signed by the Holder of
such Security, as to compliance with such restrictions on transfer. The
Security Registrar shall not be required to accept for such registration of
transfer or exchange any Security not so accompanied by a properly
completed certificate.

          (d) The restrictions imposed by the legend set forth in the first
paragraph of Section 2.2 upon the transferability of any Security shall
cease and terminate when such Security has been sold pursuant to an
effective registration statement under the Securities Act or transferred in
compliance with Rule 144 under the Securities Act (or any successor
provision thereto) or, if earlier, upon the expiration of the holding
period applicable to sales thereof under Rule 144(k) under


                                   40
<PAGE>
the Securities Act (or any successor provision). Any Security as to which
such restrictions on transfer shall have expired in accordance with their
terms or shall have terminated may, upon surrender of such Security for
exchange to the Security Registrar in accordance with the provisions of
this Section 3.5 (accompanied, in the event that such restrictions on
transfer have terminated by reason of a transfer in compliance with Rule
144 or any successor provision, by an opinion of counsel having substantial
experience in practice under the Securities Act and otherwise reasonably
acceptable to the Company, addressed to the Company and in form acceptable
to the Company, to the effect that the transfer of such Security has been
made in compliance with Rule 144 or such successor provision), be exchanged
for a new Security, of like tenor and aggregate principal amount, which
shall not bear the restrictive legend set forth in the first paragraph of
Section 2.2. If any such transfer is effected a time when a Global Security
without such restrictive legend has not yet been issued, unless an event
specified in Section 3.5(h)(1) has occurred, the Company shall issue and,
upon receipt of a Company Order in accordance with Section 3.3 hereof, the
Trustee shall authenticate one or more Global Securities, without such
restrictive legend, in an aggregate principal amount equal to the aggregate
principal amount of beneficial interests transferred pursuant to the
preceding sentence. The Company shall inform the Trustee of the effective
date of any registration statement registering the Securities under the
Securities Act. The Trustee shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the
aforementioned opinion of counsel or registration statement.

          (e) As used in the preceding two paragraphs of this Section 3.5,
the term "transfer" encompasses any sale, pledge, transfer, hypothecation
or other disposition of any Security.

          (f) No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of
a sum sufficient to cover any tax, assessment or other governmental charge
that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 3.4, 9.5,
11.6, 13.2 or 14.2 not involving any transfer.

          (g) The Company shall not be required (i) to issue, register the
transfer of or exchange any Security during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Securities


                                   41
<PAGE>
selected for redemption under Section 11.2 and ending at the close of
business on the day of such mailing, (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part or
(iii) to register the transfer of or exchange any Securities in respect of
which a Change of Control Purchase Notice has been given and not withdrawn
by the Holder thereof in accordance with the terms of this Indenture and
such Securities (except, in the case of Securities to be purchased in part,
the portion thereof not be purchased).

          (h) The provisions of clauses (1) through (5) below shall apply
only to Global Securities:

          (1) Notwithstanding any other provisions of this Indenture or the
Securities, a Global Security shall not be exchanged in whole or in part
for a Security registered in the name of any Person other than the
Depositary or one or more nominees thereof, provided that a Global Security
may be exchanged for Securities registered in the names of any person
designated by the Depositary in the event that (i) the Depositary has
notified the Company that it is unwilling or unable to continue as
Depositary for such Global Security or such Depositary has ceased to be a
"clearing agency" registered under Exchange Act, and a successor Depositary
is not appointed by the Company within 90 days or (ii) an Event of Default
has occurred and is continuing with respect to the Securities. Any Global
Security exchanged pursuant to clause (i) or (ii) above shall be so
exchanged in whole and not in part as directed by the Depositary. Any
Security issued in exchange for a Global Security or any portion thereof
shall be a Global Security; provided that any such Security so issued that
is registered in the name of a Person other than the Depositary or a
nominee thereof shall not be a Global Security.

          (2) Securities issued in exchange for a Global Security shall be
issued in definitive, fully registered form, without interest coupons,
shall have an aggregate principal amount equal to that of such Global
Security to be so exchanged, shall be registered in such names and be in
such authorized denominations as the Depositary shall designate and shall
bear the applicable legends provided for herein. Any Global Security to be
exchanged in whole shall be surrendered by the Depositary to the Trustee,
as Security Registrar. Upon any such surrender, the Trustee shall
authenticate and deliver the Security issuable on such exchange to or upon
the order of the Depositary or an authorized representative thereof.


                                   42
<PAGE>
          (3) Subject to the provisions of clause (5) below, the registered
Holder may grant proxies and otherwise authorize any Person, including
Agent Members and persons that may hold interests through Agent Members, to
take any action which a holder is entitled to take under this Indenture or
the Securities.

          (4) In the event of the occurrence of any of the events specified
in clause (1) above, the Company will promptly make available to the
Trustee a reasonable supply of certificated Securities in definitive, fully
registered form, without interest coupons.

          (5) Neither the Agent Members nor any other Persons on whose
behalf Agent Members may act shall have any rights under this Indenture
with respect to any Global Security registered in the name of the
Depositary or any nominee thereof, or under any such Global Security, and
the Depositary or such nominee, as the case may be, may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner and holder of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished
by the Depositary or such nominee, as the case may be, or impair, as
between the Depositary, its Agent Members and any other person on whose
behalf an Agent Member may act, the operation of customary practices of
such Persons governing the exercise of the rights of a holder of any
Security.

          (i) 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
or among Agent Members or beneficial owners of interests in 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 3.6 Mutilated, Destroyed, Lost and Stolen Securities.
If (i) any mutilated Security is surrendered to the Trustee, or if there
shall be delivered to the Company and the Trustee evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii)
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


                                   43
<PAGE>
notice to the Company or the Trustee that such Security has been acquired
by a bona fide purchaser, the Company shall execute and the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
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 the issuance, authentication and delivery by the Trustee of
any new Security under this Section, the Company may require the payment of
a sum sufficient to cover any tax, assessment 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, authenticated and delivered by the
Trustee pursuant to this Section 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 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 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 3.7 Payment of Interest; Interest Rights Preserved.
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 payment
of such interest.

          If the Company shall be required by law to deduct any taxes from
any sum of interest payable hereunder to a Holder, (i) the Company shall
make such deductions and shall pay the full amount deducted to the relevant
taxing authority in accordance with applicable law and (ii) the amount of
such deduction shall be treated for purposes hereof as a payment of
interest.


                                   44
<PAGE>
          Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities (or their respective
Predecessor Securities) are registered at the close of business on a
special record date (a "Special Record Date") for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Security and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory
to the Trustee for such deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause (1) provided.
Thereupon, the Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to each
Holder at his address as it appears in the Security Register, not less than
10 days prior to such Special Record Date. Notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor having been
so mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Securities (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall
no longer be payable pursuant to the following clause (2).

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


                                   45
<PAGE>
          Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such
other Security.

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

          Section 3.8 Persons Deemed Owners. Prior to due presentment of
a Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name such
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of, premium, if any, and (subject to Section
3.7) interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company nor the
Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

          None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial
ownership interests of a Global Security or from maintaining, supervising
or reviewing any records relating to such beneficial ownership interests
and they shall be protected in acting on any such information provided by
the Depositary.

          Section 3.9 Cancellation. All Securities surrendered for
payment, redemption, registration of transfer or exchange or conversion
shall, if surrendered to


                                   46
<PAGE>
any Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange
for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Securities held by the
Trustee shall be disposed of as directed by a Company Order; provided,
however, that the Trustee shall not be required to destroy the certificates
representing such cancelled securities.

          Section 3.10 Computation of Interest. Interest on the Securities
shall be computed on the basis of a 360-day year of twelve 30-day months.

          Section 3.11 CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use), and, if so,
the Trustee shall use "CUSIP" numbers in notices of redemption as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption 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 will promptly notify
the trustee of any change in the "CUSIP" numbers.


                                 ARTICLE IV

                         SATISFACTION AND DISCHARGE

          Section 4.1 Satisfaction and Discharge of Indenture. This
Indenture shall upon Company request cease to be of further effect (except
as to any surviving rights of conversion, registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, on
demand of and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture,
when

          (1) either


                                   47
<PAGE>
                    (A) all Securities theretofore authenticated and
     delivered (other than (i) Securities which have been destroyed, lost
     or stolen and which have been replaced or paid as provided in Section
     3.6 and (ii) Securities for whose payment money has theretofore been
     deposited in trust or segregated and held in trust by the Company and
     thereafter repaid to the Company or discharged from such trust, as
     provided in Section 10.3) have been delivered to the Trustee for
     cancellation; or

                    (B) all such Securities not theretofore delivered to
     the Trustee for cancellation (i) have become due and payable, (ii)
     will become due and payable at their Stated Maturity within one year,
     or (iii) are to be called for redemption within one year under
     arrangements satisfactory to the Trustee for the giving of notice of
     redemption by the Trustee in the name, and at the expense, of the
     Company,

and the Company, in the case of (B) above, has deposited or caused to be
deposited irrevocably with the Trustee as trust cash or, if expressly
permitted by the terms hereof, Common Stock or U.S. Government Obligations
in trust for the benefit of Holders of Outstanding Securities in an amount
sufficient to pay and discharge the entire indebtedness on such Securities
not theretofore delivered to the Trustee for cancellation, for the
aggregate principal amount thereof plus any interest due on overdue
installments and interest to the date of such deposit (in the case of
securities which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;

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

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

          (4) no Event of Default or event which, with notice or lapse of
time, or both, would become an Event of Default with respect to the
Securities shall have occurred and be continuing on the date of such
deposit.


                                   48
<PAGE>
          Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 6.7, the
obligations of the Trustee and, if money shall have been deposited with the
Trustee pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 4.2 and the last paragraph of
Section 10.3 shall survive.

          Section 4.2 Application of Trust Money. Subject to the
provisions of the last paragraph of Section 10.3, all money deposited with
the Trustee pursuant to Section 4.1 shall be held in trust and applied by
it, in accordance with the provisions of the Securities and this Indenture,
to the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to
the Persons entitled thereto, of the aggregate principal amount thereof
plus any interest due on overdue installments and interest for whose
payment such money has been deposited with the Trustee. All moneys
deposited with the Trustee pursuant to Section 4.1 (and held by it or any
Paying Agent) for the payment of Securities subsequently converted shall be
returned to the Company upon Company Request.


                                 ARTICLE V

                                  REMEDIES

          Section 5.1 Events of Default. "Event of Default", wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the provisions of
Article XII or be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body):

          (1) default in the payment of any interest or Liquidated Damages,
if any, upon any Security when it becomes due and payable, and continuance
of such default for a period of 31 days; or

          (2) the Company defaults in the payment of the principal amount,
Redemption Price or Change in Control Purchase Price on any Security, when
the same becomes due and payable at its Stated Maturity, upon redemption,
upon declaration, when due for purchase by the Company or otherwise,
whether or not such payment shall be prohibited by this Indenture;


                                   49
<PAGE>
          (3) the Company fails to comply with any of its agreements in the
Securities or this Indenture and such failure continues for 90 days after
receipt by the Company of a Notice of Default;

          (4) the Company pursuant to or within the meaning of any
Bankruptcy Law:

                    (A) commences a voluntary case;

                    (B) consents to the entry of an order for relief
     against it in an involuntary case or the commencement of any case
     against it;

                    (C) consents to the appointment of a Custodian of it or
     for any substantial part of its property;

                    (D) makes a general assignment for the benefit of its
     creditors;

                    (E) files a petition in bankruptcy or answer or consent
     seeking reorganization or relief; or

                    (F) consents to the filing of such petition or the
     appointment of or taking possession by a Custodian;

          (5) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:

                    (A) is for relief against the Company in an involuntary
     case, or adjudicates the Company insolvent or bankrupt;

                    (B) appoints a Custodian of the Company for any
     substantial part of their respective properties; or

                    (C) orders the winding up or liquidation of the Company
     and the order or decree remains unstayed and in effect for 60 days;


                                   50
<PAGE>
          (6) the Company fails to deliver shares of Common Stock
(including cash in lieu of fractional shares) when such Common Stock (and
cash in lieu of fractional shares) is required to be delivered, upon
conversion of a Security and such failure is not remedied for a period of
10 days; or

          (7) default under any bond, note or other evidence of
indebtedness for money borrowed of the Company having an aggregate
outstanding principal amount of in excess of $12,500,000, which default
shall have resulted in such indebtedness being accelerated, without such
indebtedness being discharged or such acceleration having been rescinded or
annulled within 60 days after receipt of notice thereof by the Company from
the Trustee or the Company and the Trustee from the Holders of not less
than 25% in aggregate principal amount of the Securities then Outstanding
(unless such default has been cured or waived) specifying such default and
requiring the Company to cause such indebtedness to be discharged or such
acceleration to be rescinded or annulled and stating that such notice is a
"Notice of Default" hereunder.

          A Default under clause (3) above is not an Event of Default until
the Trustee notifies the Company, or the Holders of at least 25% in
aggregate principal amount of the Securities at the time Outstanding notify
the Company and the Trustee, of the Default and the Company does not cure
such Default within the time specified in clause (3) above after receipt of
such notice. Any such notice must specify the Default, demand that it be
remedied and state that such notice is a "Notice of Default".

          The Company shall deliver to the Trustee, within 90 days after it
becomes aware of the occurrence thereof, written notice of any event which
with the giving of notice or the lapse of time or both would become an
Event of Default under clause (3) or clause (7), its status and what action
the Company is taking or proposes to take with respect thereto.

          Section 5.2 Acceleration of Stated Maturity; Rescission and
Annulment. If an Event of Default (other than an Event of Default specified
in Section 5.1(4) or 5.1(5)) occurs and is continuing, then in every such
case the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Securities may declare the principal amount and accrued and
unpaid interest through the date of declaration on all the Securities to be
due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such
principal amount and accrued and unpaid interest shall become


                                   51
<PAGE>
immediately due and payable. If an Event of Default specified in Section
5.1(4) or 5.1(5) occurs, the principal amount and accrued and unpaid
interest through the date of declaration on all the Securities shall
automatically, and without any declaration or other action on the part of
the Trustee or any Holder, become immediately due and payable. Payment of
the Securities following acceleration is subject to Section 12.3.

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

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

                    (A) the principal amount and accrued and unpaid
     interest through the date of declaration on the Securities,

                    (B) to the extent that payment of such interest is
     lawful, interest upon overdue interest at the rate borne by the
     Securities, and

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

          (2) all Events of Default, other than the non-payment of the
principal of Securities which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

          Section 5.3 Collection of Indebtedness and Suits for Enforcement
by Trustee. If


                                   52
<PAGE>
          (1) default is made in the payment of any interest on any
Security when such interest becomes due and payable and such default
continues for a period of 31 days, or

          (2) default is made in the payment of the principal amount,

the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount then
due and payable on such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, and actual out-of-pocket
expenses, disbursements and advances, of the Trustee, its agents and
counsel.

          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 by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether
for the specific enforcement of any covenant or agreement in this Indenture
or in aid of the exercise of any power granted herein, or to enforce any
other proper remedy.

          Section 5.4 Trustee May File Proofs of Claim. In case of any
judicial proceeding relative to the Company (or any other obligor upon the
Securities), its property or its creditors, the Trustee shall be entitled
and empowered, by intervention in such proceeding or otherwise,

          (1) to file and prove a claim for the whole amount 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, and
actual out-of-pocket expenses, disbursements and advances, of the Trustee,
its agents and counsel) and of the Holders allowed in such judicial
proceeding, and

          (2) to collect and receive any moneys or other property payable
or deliverable on any such claim and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by
each Holder 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, to pay to the Trustee any amount due it for the


                                   53
<PAGE>
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 6.7.

          No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Holder 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 in any
such proceeding; provided, however, that the Trustee may, on behalf of the
Holders, vote for the election of a trustee in bankruptcy or similar
official and be a member of a creditors' or other similar committee.

          Section 5.5 Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, and actual out-of-pocket expenses, disbursements
and advances, of the Trustee, its agents and counsel, be for the ratable
benefit of the Holders of the Securities in respect of which such judgment
has been recovered.

          Section 5.6 Application of Money Collected. Any money collected
by the Trustee pursuant to this Article V shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest, upon presentation of the Securities and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully
paid:

          FIRST: Subject to Article XII to the payment of all amounts due
          the Trustee under Section 6.7;

          SECOND: To the holders of Senior Indebtedness to the extent
          provided in Article XII;

          THIRD: Subject to Article XII to the payment of the amounts then
          due and unpaid for first, interest on, and, second, for principal
          of 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,


                                   54
<PAGE>
          according to the amounts due and payable on such Securities for
          interest and principal respectively; and

          FOURTH: The balance, if any, to the Company.

          Section 5.7 Limitation on Suits. No Holder of any Security shall
have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture or Securities, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless

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

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

          (3) such Holder or Holders have offered to the Trustee reasonable
security or indemnity satisfactory to the Trustee against the costs,
expenses, losses and liabilities to be incurred in compliance with such
request;

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

          (5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities;

it being understood and intended that no one or more of such Holders shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of
any other of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under
this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all of such Holders.

          Section 5.8 Unconditional Right of Holders to Receive Principal,
Premium and Interest and to Convert. Notwithstanding any other provision in
this Indenture, the Holder of any Security shall have the right, which is
absolute and


                                   55
<PAGE>
unconditional, to receive payment of the principal amount and accrued and
unpaid interest (subject to Sections 3.7 and 4.2) on such Security on the
respective Stated Maturities expressed in such Security (or, in the case of
redemption or repurchase, on the Redemption Date or Change in Control
Purchase Date, as the case may be) and to convert such Security in
accordance with Article XIII and to institute suit for the enforcement of
any such payment on or after such respective dates or the right to convert,
and such rights shall not be impaired without the consent of such Holder.

          Section 5.9 Restoration of Rights and Remedies. If the Trustee or
any Holder 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 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 5.10 Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.6,
no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate
right or remedy.

          Section 5.11 Delay or Omission Not Waiver. No delay or omission
of the Trustee or of any Holder of any Securities 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 an
acquiescence therein. Every right and remedy given by this Article V or by
law to the Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

          Section 5.12 Control by Holders. The Holders of a majority in
principal amount of the Outstanding Securities shall have the right to
direct the time,


                                   56
<PAGE>
method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee;
provided that

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

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

          Section 5.13 Waiver of Past Defaults. The Holders of not less
than a majority in principal amount of the Outstanding Securities may on
behalf of the Holders of all the Securities waive any past default
hereunder and its consequences, except

          (1) an Event of Default described in Section 5.1(1) or 5.1(2), or

          (2) a Default in respect of a covenant or provision hereof which
under Article IX cannot be modified or amended without the consent of the
Holder of each Outstanding Security affected, or

          (3) a Default under Article XIII.

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

          Section 5.14 Undertaking for Costs. 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, a court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, including reasonable attorneys'
fees and expenses, and may assess costs against any such party litigant,
having due regard to the merits and good faith of the claims or defenses
made by such party litigant; provided, that this Section 5.14 shall not be
deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Trustee and the Company or
in any suit for the enforcement of the right to convert any Security in
accordance with Article XIII.


                                   57
<PAGE>
          Section 5.15 Waiver of Usury, 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 or take
the benefit or advantage of, any usury, 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 VI

                                THE TRUSTEE

          Section 6.1 Certain Duties and Responsibilities.

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

          Section 6.2 Notice of Defaults. Within 90 days after the
occurrence of any default hereunder, the Trustee shall give the Holders, in
the manner provided in Section 1.6, notice of any default hereunder of
which the Trustee shall be aware, unless such default shall have been cured
or waived before the giving of such notice; provided, however, that, except
in the case of a default in any payment on any Security, the Trustee shall
be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors or any
Responsible Officer of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders; and provided,
further, that in the case of any default of the character specified in
Section 5.1(3), no such notice to Holders shall be given until at least 30
days after the occurrence thereof.


                                   58
<PAGE>
For the purpose of this Section, the term "default" means any event which
is, or after notice or lapse of time or both would become, an Event of
Default.

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

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

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

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

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

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

          (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its


                                   59
<PAGE>
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 reasonable
examination of the books, records and premises of the Company, personally
or by agent or attorney;

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

          (h) the Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith, without negligence or
willful misconduct, and reasonably believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this
indenture.

          (i) the Trustee shall not be deemed to have notice 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
such a default is received by the Trustee at the Corporate Trust Office of
the Trustee, and such notice references the Securities and this Indenture;
and

          (j) the rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in
each of its capacities hereunder, and to each agent, custodian and other
Person employed to act hereunder.

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

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

          Section 6.5    May Hold Securities.
                         -------------------

          The Trustee, any Paying Agent, any Security Registrar or any
other agent of the Company, in its individual or any other capacity, may
become the owner


                                   60
<PAGE>
or pledgee of Securities and, subject to Sections 6.8 and 6.13, may
otherwise deal with the Company with the same rights it would have if it
were not Trustee, Paying Agent, Security Registrar, or such other agent.

          Section 6.6    Money Held in Trust.
                         -------------------

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

          Section 6.7    Compensation and Reimbursement.
                         ------------------------------

     The Company agrees

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

          (2) except as otherwise expressly provided herein, to reimburse
the Trustee upon its request for all actual expenses, fees, disbursements
and advances incurred or made by the Trustee in accordance with any
provision of this Indenture (including the reasonable compensation and the
actual out-of-pocket expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to
its negligence or bad faith; and

          (3) to indemnify, the Trustee and any predecessor Trustee for,
and to hold it harmless against, any loss, damage, claims, liability or
expense, including taxes other than taxes based upon, measured by or
determined by the income of the Trustee, incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of this trust, including the actual costs and expenses of
defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.

          When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.1(4) or Section
5.1(5), the expenses (including the actual out-of-pocket charges and
expenses of its counsel) and the


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<PAGE>
compensation for the services are intended to constitute expenses of
administration under any applicable Bankruptcy Law.

          The provisions of this Section shall survive the termination of
this Indenture.

          Section 6.8    Disqualification: Conflicting Interests.
                         ---------------------------------------

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

          Section 6.9    Corporate Trustee Required; Eligibility.
                         ---------------------------------------

          There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such
and has a combined capital and surplus of at least $50,000,000 and has its
Corporate Trust Office in New York, New York. If such Person publishes
reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

          Section 6.10   Resignation and Removal; Appointment of Successor.
                         -------------------------------------------------

          (a) No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee under Section
6.11.

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


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

          (d) If at any time:

          (1) the Trustee shall fail to comply with Section 6.8 after
written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months, or

          (2) the Trustee shall cease to be eligible under Section 6.9 and
shall fail to resign after written request therefor by the Company or by
any such Holder, or

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

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

          (e) If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any
cause, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall
be appointed by Act of the Holders of a principal amount of the Outstanding
Securities delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor
Trustee appointed by the Company. If no successor Trustee shall have been
so appointed by the Company or the Holders and accepted appointment in the


                                   63
<PAGE>
manner hereinafter provided, any Holder who has been a bona fide Holder of
a Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

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

          Section 6.11   Acceptance of Appointment by Successor.
                         --------------------------------------

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

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

          Section 6.12   Merger, Conversion, Consolidation or Succession to
                         Business.
                         --------------------------------------------------

          Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of


                                   64
<PAGE>
any paper or any further act on the part of any of the parties hereto. In
case any Securities shall have been authenticated, but not delivered, by
the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

          Section 6.13   Preferential Collection of Claims Against Company.
                         -------------------------------------------------

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


                                ARTICLE VII

             HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

          Section 7.1    Company to Furnish Trustee Names and Addresses of
                         Holders.
                         -------------------------------------------------

          The Company will furnish or cause to be furnished to the Trustee

          (a) semiannually, not later than five Business Days immediately
preceding each Interest Payment Date in each year, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the
Holders as of the immediately preceding Regular Record Date, and

          (b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list
of similar form and content as of a date not more than 15 days prior to the
time such list is furnished;

excluding from any such list names and addresses received by the Trustee in
its capacity as Security Registrar.


                                   65
<PAGE>
          Section 7.2    Preservation of Information; Communications to
                         Holders.
                         ----------------------------------------------

          (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.1 and
the names and addresses of Holders received by the Trustee in its capacity
as Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 7.1 upon receipt of a new list so furnished.

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

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

          Section 7.3   Reports by Trustee.
                         ------------------

          (a) Within 60 days after May 15 of each year, commencing May 15,
2000, the Trustee shall transmit by mail to Holders such reports concerning
the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act in the manner provided pursuant
thereto.

          (b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange
upon which the Securities are listed, with the Commission and with the
Company. The Company will notify the Trustee when the Securities are listed
on any stock exchange and of any delisting thereof.

          Section 7.4    Reports by Company.
                         ------------------

          The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and
such


                                   66
<PAGE>
summaries thereof, as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant to such Act; provided,
that any such information, documents or reports required to be filed with
the Commission pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 shall be filed with the Trustee within 15 days after the same
is so required to be filed with the Commission. Delivery of such reports,
information and documents to the Trustee is for informational purposes only
and the Trustee's receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information
contained therein, including the Company's compliance with any of its
covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers' Certificates).


                                ARTICLE VIII

            CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

          Section 8.1 Company May Consolidate, Etc., Only on Certain
Terms. The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease 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 case the Company shall consolidate with or merge into
another Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the Person formed by such
consolidation or into which the Company is merged or the Person that
acquires by conveyance or transfer, or that leases, the properties and
assets of the Company substantially as an entirety shall be a Person (other
than an individual) organized and validly existing under the laws of the
United States of America, any state thereof or the District of Columbia and
shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form reasonably satisfactory to the Trustee,
the due and punctual payment of the principal of and any premium and
interest on all the Securities and the performance or observance of every
covenant of this Indenture on the part of the Company to be performed or
observed and shall have provided for conversion rights in accordance with
Section 13.11;


                                   67
<PAGE>
          (2) immediately after giving effect to such transaction, no Event
of Default (as defined in Article V), and no event that, after notice or
lapse of time, or both, would become an Event of Default, shall have
happened and be continuing; and

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

          Section 8.2 Successor Substituted. Upon any consolidation of
the Company with, or merger of the Company into, any other Person or any
conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 8.1, the successor
Person formed by such consolidation or into which the Company is merged or
to which such conveyance, transfer or lease is made shall succeed to, and
be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had
been named as the Company herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.


                                 ARTICLE IX

                                 AMENDMENTS

          Section 9.1 Without Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without the consent of
any Holder of Securities:

          (1) to cure any ambiguity, omission, defect or inconsistency or
to make any other provision with respect to matters or questions arising
under the Indenture or the Securities; provided, however, that such
amendment does not materially adversely affect the rights of any Holder;


                                   68
<PAGE>
          (2) to comply with Article VIII or Section 13.11;

          (3) to provide for uncertificated Securities in addition to or in
place of certificated Securities so long as such uncertificated Securities
are in registered form for purposes of the Internal Revenue Code of 1986,
as amended;

          (4) to make any change that does not adversely affect the rights
of any Holder;

          (5) to make any change to comply with the TIA or any amendment of
the TIA, or any requirement by the Commission in connection with the
qualification of this Indenture under the TIA or any amendment thereof; or

          (6) to add to the covenants or obligations of the Company
hereunder, for the benefit of the Holders, or to surrender any right, power
or option herein conferred upon the Company.

          Section 9.2 With Consent of Holders. With the written consent of
the Holders of at least a majority in aggregate principal amount of the
Securities at the time Outstanding, the Company and the Trustee may amend
this Indenture or the Securities. However, without the consent of each
Holder affected, an amendment or supplement to this Indenture or the
Securities may not:

          (1) reduce the principal amount of Securities whose Holders must
consent to an amendment;

          (2) reduce the rate of interest referred to in paragraph 1 of the
Securities or extend the time for payment of interest on any Security;

          (3) reduce the principal amount or extend the Stated Maturity of
any Security;

          (4) reduce the Redemption Price or Change in Control Purchase
Price of any Security or extend the date on which the Change in Control
Purchase Price of any Security is payable;

          (5) make any Security payable in money or securities other than
that stated in the Security;


                                   69
<PAGE>
          (6) make any change in Article XII that adversely affects the
rights of any Holder;

          (7) make any change in Section 5.13 or this Section 9.2, except
to increase any percentage referred to therein, or make any change in
Section 5.8;

          (8) make any change that adversely affects the right to convert
any Security;

          (9) make any change that adversely affects the right to require
the Company to purchase the Securities in accordance with the terms thereof
and this Indenture;

          (10) make any change to the provisions of this Indenture relating
to the purchase of Securities at the option of the Holder pursuant to
Section 14.1 which change would result in a violation of applicable federal
or state securities laws (including positions of the Commission under
applicable no-action letters), whether as a result of the exercise or
performance of any rights or obligations under such provisions or
otherwise; or

          (11) impair the right to institute suit for the enforcement of
any payment with respect to, or conversion of, the Securities.

          It shall not be necessary for the consent of the Holders under
this Section 9.2 to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent approves the substance thereof.

          An amendment under this Section 9.2 or Section 9.1 may not make
any change that adversely affects the rights under Article XII of any
holder of Senior Indebtedness then outstanding unless the requisite holders
of such Senior Indebtedness consent to such change pursuant to the terms of
such Senior Indebtedness.

          After an amendment under this Section 9.2 becomes effective, the
Company shall mail to each Holder a notice briefly describing the
amendment.

          Section 9.3 Compliance with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article IX shall comply
with the TIA as then in effect.


                                   70
<PAGE>
          Section 9.4 Revocation and Effect of Consents, Waivers and
Actions. Until an amendment or waiver becomes effective, a consent to it or
any other action by a Holder of a Security hereunder is a continuing
consent by the Holder and every subsequent Holder of that Security or
portion of the Security that evidences the same obligation as the
consenting Holder's Security, even if notation of the consent, waiver or
action is not made on the Security. However, any such Holder or subsequent
Holder may revoke the consent, waiver or action as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment, waiver or action becomes
effective. After an amendment, waiver or action becomes effective, it shall
bind every Holder, except as provided in Section 9.2.

          Section 9.5 Notation on or Exchange of Securities. Securities
authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article IX may, and shall if required by the
Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so
determine, new Securities so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared
and executed by the Company and authenticated and delivered by the Trustee
in exchange for Outstanding Securities.

          Section 9.6 Trustee to Sign Supplemental Indentures. The Trustee
shall sign any supplemental indenture authorized pursuant to this Article
IX if the amendment does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but
need not, sign it. In signing such amendment the Trustee shall be entitled
to receive, and (subject to the provisions of Section 6.3) shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this
Indenture.

          Section 9.7 Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article IX, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.


                                   71
<PAGE>
                                 ARTICLE X

                                 COVENANTS

          Section 10.1 Payment of Securities. The Company shall promptly
make all payments in respect of the Securities on the dates and in the
manner provided in the Securities or pursuant to this Indenture, including,
without limitation, Article XII herein. The principal amount, Redemption
Price, Change in Control Purchase Price and interest and Liquidated
Damages, if any, shall be considered paid on the applicable date due if on
such date the Trustee or the Paying Agent holds, in accordance with this
Indenture, cash or securities, if expressly permitted hereunder, sufficient
to pay all such amounts then due.

          The Company shall, to the extent permitted by law, pay interest
on overdue amounts at the per annum rate of interest set forth in paragraph
1 of the reverse of the security, compounded semiannually, which interest
on overdue amounts (to the extent payment of such interest shall be legally
enforceable) shall accrue from the date such overdue amounts were
originally due and payable.

          Section 10.2 Maintenance of Office or Agency. The Company will
maintain in the Borough of Manhattan, The City of New York an office or
agency where Securities may be presented or surrendered for payment, 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 office or agency in the Borough of Manhattan,
the City of New York, shall initially be at the Corporate Trust Office of
the Trustee, and shall be the office or agency for all of the aforesaid
purposes unless the Company shall appoint some other office or agency for
such purposes and shall give prompt written notice to the Trustee of the
location, and any change in the location, of such other office or agency.
If at any time the Company shall fail to maintain any such required office
or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.


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          The Company may also from time to time designate one or more
other offices or agencies (in or outside the Borough of Manhattan, The City
of New York) where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or
agency in the Borough of Manhattan, The City of New York for such purposes.
The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such
other office or agency.

          Section 10.3 Money for Security Payments To Be Held in Trust. If
the Company shall at any time act as its own Paying Agent, it will, on or
before each due date of the principal amount, Redemption Price, Change in
Control Purchase Price and interest and Liquidated Damages, if any, on any
of the Securities, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal amount,
Redemption Price, Change in Control Purchase Price and interest and
Liquidated Damages, if any, so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

          Whenever the Company shall have one or more Paying Agents, it
will, prior to each due date of the principal amount, Redemption Price,
Change in Control Purchase Price and interest and Liquidated Damages, if
any, on any Securities, deposit with a Paying Agent a sum sufficient to pay
such amount, such sum to be held in trust for the benefit of the Persons
entitled to such principal amount, Redemption Price, Change in Control
Purchase Price and interest and Liquidated Damages, if any, and (unless
such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

          The Company will cause each Paying Agent other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this
Section 10.3, that such Paying Agent will

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


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

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

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

          Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of principal amount,
Redemption Price, Change in Control Purchase Price or interest on the
Securities and remaining unclaimed for two years after such principal
amount, Redemption Price, Change in Control Purchase Price or interest has
become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company
cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that
such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the
Company.

          Section 10.4 Statement by Officers as to Default. The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year
of the Company ending after the date hereof, an Officers' Certificate,
stating whether or not to the best knowledge of the signers thereof the
Company is in default in the performance and observance of any of the
terms, provisions and conditions of this


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Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which they may have
knowledge. The Company shall file with the Trustee written notice of the
occurrence of any Default or Event of Default within five Business Days of
its becoming aware of such Default or Event of Default.

          Section 10.5 Existence. Subject to Article VIII, the Company will
do or cause to be done all things necessary to preserve and keep in full
force and effect its existence, rights (charter and statutory) and
franchises; provided, however, that the Company shall not be required to
preserve any such right or franchise if the Board of Directors of the
Company shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

          Section 10.6 Delivery of Certain Information. At any time when the
Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a Holder or the holder of shares of Common Stock issued upon
conversion thereof, the Company will promptly furnish or cause to be
furnished Rule 144A Information (as defined below) to such Holder or such
holder of shares of Common Stock issued upon conversion of Securities, or
to a prospective purchaser of any such security designated by any such
Holder or holder, as the case may be, to the extent required to permit
compliance by such Holder or holder with Rule 144A under the Securities Act
in connection with the resale of any such security. "Rule 144A Information"
shall be such information as is specified pursuant to Rule 144A(d)(4) under
the Securities Act.


                                 ARTICLE XI

                          REDEMPTION OF SECURITIES

          Section 11.1 Right to Redeem; Notices to Trustee. On or after
December 15, 2002, the Company, at its option, may redeem the Securities as
a whole at any time, or from time to time in part, for cash in accordance
with the provisions set forth in paragraphs 5 and 6 of the Securities. If
the Company elects to redeem Securities pursuant to paragraph 5 of the
Securities, it shall notify the Trustee in writing of the Redemption Date,
the principal amount of Securities to be redeemed and the Redemption Price.


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          The Company shall give the notice to the Trustee provided for in
this Section 11.1 at least 35 days but not more than 60 days before the
Redemption Date (unless a shorter notice shall be satisfactory to the
Trustee). If fewer than all the Securities are to be redeemed, the record
date relating to such redemption shall be selected by the Company and given
to the Trustee.

          Section 11.2 Selection of Securities to Be Redeemed. If less than
all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed by lot, pro rata or by any other method the
Trustee selects. The Trustee shall make the selection at least 30 but not
more than 60 days before the Redemption Date from Outstanding Securities
not previously called for redemption. Securities and portions of them the
Trustee selects shall be in principal amounts of $1,000 or an integral
multiple of $1,000. Provisions of this Indenture that apply to Securities
called for redemption also apply to portions of Securities called for
redemption. The Trustee shall notify the Company promptly of the Securities
or portions of Securities to be redeemed.

          If any Security selected for partial redemption is thereafter
surrendered for conversion in part before termination of the conversion
right with respect to the portion of the Security so selected, the
converted portion of such Security shall be deemed (so far as may be),
solely for purposes of determining the aggregate principal amount of
Securities to be redeemed by the Company, to be the portion selected for
redemption. Securities that 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. Nothing in this Section 11.2 shall affect
the right of any Holder to convert any Security pursuant to Article XIII
before the termination of the conversion right with respect thereto.

          Section 11.3 Notice of Redemption. At least 30 days but not more
than 60 days before a Redemption Date, the Trustee, in the name and at the
expense of the Company, shall cause notice of redemption to be mailed,
first-class postage prepaid, to each Holder of Securities to be redeemed at
such Holder's address as it appears on the list of Holders maintained
pursuant to Section 7.1. At the Company's written request, the Trustee
shall, in the name and at the expense of the Company, cause a similar
notice to be published at least once in a newspaper of national circulation
designated by the Company.

          The notice shall identify the Securities to be redeemed and shall
state:


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          (a) the Redemption Date (upon which the Redemption Price shall be
paid);

          (b) the Redemption Price;

          (c) the Conversion Price;

          (d) the name and address of the Paying Agent and Conversion Agent
and of the office or agency referred to in Section 10.2;

          (e) that Securities called for redemption may be converted at any
time before the close of business on the Redemption Date;

          (f) that Holders who want to convert Securities must satisfy the
requirements set forth in paragraph 8 of the Securities;

          (g) that Securities called for redemption must be surrendered to
the Paying Agent or at the office or agency referred to in Section 10.2 to
collect the Redemption Price;

          (h) the CUSIP number of the Securities called for redemption;

          (i) if fewer than all the Outstanding Securities are to be
redeemed, the certificate numbers and principal amounts of the particular
Securities to be redeemed; and

          (j) that, unless the Company defaults in payment of the
Redemption Price, interest on Securities called for redemption will cease
to accrue on and after the Redemption Date.

          Section 11.4 Effect of Notice of Redemption. Once notice of
redemption is given, Securities called for redemption become due and
payable on the Redemption Date stated in the notice and at the Redemption
Price therefor except for Securities that are converted in accordance with
the terms of this Indenture and after such date (unless the Company shall
default in the payment of the Redemption Price), such Securities shall
cease to bear interest. Upon the later of the Redemption Date and the date
such Securities are surrendered to the Paying Agent or at the office or
agency referred to in Section 10.2, such Securities called for redemption
shall be paid at the Redemption Price therefor.


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          Section 11.5 Deposit of Redemption Price. Prior to 11:00 a.m.,
New York City time on the Redemption Date, the Company shall deposit with
the Paying Agent (or if the Company or a Subsidiary or an Affiliate of
either of them is the Paying Agent, shall segregate and hold in trust)
money sufficient to pay the Redemption Price of, and accrued and unpaid
interest on, all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption which prior
thereto have been delivered by the Company to the Trustee for cancellation.
The Paying Agent shall as promptly as practicable return to the Company any
money, with interest, if any, thereon not required for that purpose because
of conversion of Securities pursuant to Article XIII. If such money is then
held by the Company or a Subsidiary or an Affiliate of the Company in trust
and is not required for such purpose it shall be discharged from such
trust.

          Section 11.6 Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder, a new Security of the
same tenor in an authorized denomination equal in principal amount to the
unredeemed portion of the Security surrendered.

          Section 11.7 Conversion Arrangement on Call for Redemption. In
connection with any redemption of Securities, the Company may arrange, in
lieu of redemption, for the purchase and conversion of any Securities
called for redemption by an agreement with one or more investment bankers
or other purchasers to purchase all or a portion of such Securities by
paying to the Trustee in trust for the Holders whose Securities are to be
so purchased, on or before the close of business on the Redemption Date, an
amount that, together with any amounts deposited with the Trustee by the
Company for redemption of such Securities, is not less than the Redemption
Price, together with interest, if any, accrued to the Redemption Date, of
such Securities. Notwithstanding anything to the contrary contained in this
Article XI, the obligation of the Company to pay the Redemption Price of
such Securities, including all accrued interest, if any, shall be deemed to
be satisfied and discharged to the extent such amount is so paid by such
purchasers, but no such agreement shall relieve the Company of its
obligation to pay such Redemption Price and such accrued interest, if any.
If such an agreement is entered into, any Securities not duly surrendered
for conversion by the Holders thereof may, at the option of the Company, be
deemed, to the fullest extent permitted by law, acquired by such purchasers
from such Holders and (notwithstanding anything to the contrary contained
in Article XIII) surrendered by such purchasers for conversion, all as of


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immediately prior to the close of business on the Redemption Date, subject
to payment of the above amount as aforesaid. The Trustee shall hold and pay
to the Holders whose Securities are selected for redemption any such amount
paid to it for purchase and conversion in the same manner as it would
moneys deposited with it by the Company for the redemption of Securities.
Without the Trustee's prior written consent, no arrangement between the
Company and such purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee as set forth in this
Indenture, and the Company agrees to indemnify the Trustee from, and hold
it harmless against, any loss, liability or expense arising out of or in
connection with any such arrangement for the purchase and conversion of any
Securities between the Company and such purchasers, including the costs and
expenses incurred by the Trustee in the defense of any claim or liability
arising out of or in connection with the exercise or performance of any of
its powers, duties, responsibilities or obligations under this Indenture
except to the extent arising from its willful misconduct or negligence.


                                ARTICLE XII

                        SUBORDINATION OF SECURITIES

          Section 12.1 Securities Subordinate to Senior Indebtedness. The
Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, to the extent and
in the manner hereinafter set forth in this Article XII, the indebtedness
represented by the Securities and the payment of the principal amount,
Redemption Price, Liquidated Damages, Change in Control Purchase Price,
interest and all other amounts and claims owing on and with respect to each
and all of the Securities and all obligations of the Company under this
Indenture (collectively, the "Subordinated Obligations") are hereby
expressly made subordinate and junior in right of payment to the prior
payment in full in cash or other payment satisfactory to the holders of
Senior Indebtedness of all Senior Indebtedness and that said subordination
is for the benefit of the holders of Senior Indebtedness and they and or
each of them severally may enforce such subordination.

          Section 12.2 Payment Over of Proceeds upon Dissolution, Etc. In
the event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its
creditors, as such, or to its


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assets, or (b) any liquidation, dissolution or other winding up of the
Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of
creditors or any other marshaling of assets and liabilities of the Company,
then and in any such event the holders of Senior Indebtedness shall be
entitled to receive payment in full in cash or other payment satisfactory
to the holders of Senior Indebtedness of all amounts due or to become due
on or in respect of all Senior Indebtedness before the Holders of the
Securities are entitled to receive any payment or distribution on account
of the Subordinated Obligations, and to that end the holders of Senior
Indebtedness or their representative or representatives or the trustee or
trustees under any indenture under which any instruments evidencing any of
such Senior Indebtedness may have been issued, shall be entitled to receive
from the liquidating trustee or agent or other person making such payment
or distribution, whether a trustee in bankruptcy, a receiver or liquidating
trustee or otherwise, ratably according to the aggregate amounts remaining
unpaid on account of the Senior Indebtedness held or represented by each,
to the extent necessary to make payment in full in cash of all Senior
Indebtedness remaining unpaid, for application to the payment thereof, any
payment or distribution of any kind or character, whether in cash, property
or securities, which may be payable or deliverable in respect of the
Subordinated Obligations in any such case, proceeding, dissolution,
liquidation or other winding up or event, assignment or marshalling.

          The consolidation of the Company with, or the merger of the
Company into, another Person or the liquidation or dissolution of the
Company following the conveyance or transfer of its properties and assets
substantially as an entirety to another Person upon the terms and
conditions set forth in Article VIII shall not be deemed a dissolution,
winding up, liquidation, reorganization, assignment for the benefit of
creditors or marshaling of assets and liabilities of the Company for the
purposes of this Section 12.2 if the Person formed by such consolidation or
into which the Company is merged or which acquires by conveyance or
transfer such properties and assets substantially as an entirety, as the
case may be, shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions set forth in Article VIII.

          Section 12.3   No Payment When Senior Indebtedness in Default.
                         ----------------------------------------------

          (a) The Company may not make any payment of or distribution with
respect to the Subordinated Obligations nor may the Company acquire,
defease or redeem any Securities if (a) a payment default on any Senior
Indebtedness has


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occurred and is continuing with respect thereto (unless and until such
payment default shall have been cured or waived in writing by the holders
of such Senior Indebtedness); or (b) a default (other than a default
referred to in the preceding clause (a)) on any Senior Indebtedness occurs
and is continuing that permits holders of such Senior Indebtedness to
accelerate the maturity thereof and the default is the subject of judicial
proceedings or the Company receives a notice of default thereof from any
person who may give such notice pursuant to the instrument evidencing or
document governing such Senior Indebtedness (a "Senior Indebtedness Default
Notice"); provided, however, that only a holder of more than $10 million of
Senior Indebtedness (or a representative of holders who collectively hold
more than $10 million of Senior Indebtedness) can provide a Senior
Indebtedness Default Notice. If the Company receives a Senior Indebtedness
Default Notice, then a similar notice received within nine months
thereafter relating to the same default on the same issue of Senior
Indebtedness shall not be effective for purposes of this Section 12.3.

          The Company may resume payment on the Securities and may acquire
Securities if and when (i) the default referred to in clause (a) or (b) of
the preceding paragraph above is cured or waived in writing or ceases to
exist; or (ii) in the case of a default referred to in clause (b) of the
preceding paragraph, 179 or more days pass after the receipt by the Company
of the Senior Indebtedness Default Notice; and this Article XII otherwise
permits the payment or acquisition at that time.

          Nothing contained in this Article XII or elsewhere in this
Indenture or in any of the Securities shall prevent the conversion by a
Holder of any Securities into Common Stock in accordance with the
provisions for conversion of such Securities set forth in this Indenture.

          (b) In the event that any Securities are declared due and payable
before their Stated Maturity pursuant to Section 5.2, then and in such
event the Company shall promptly notify holders of Senior Indebtedness of
such acceleration. The Company may not pay the Securities until the earlier
of (i) the passage of 120 or more days have passed after such acceleration
occurs or (ii) the payment in full in cash or other payment satisfactory to
the holders of Senior Indebtedness of all Senior Indebtedness, and may
thereafter pay the Securities if this Article XII permits the payment at
that time.

          (c) In the event that, notwithstanding the foregoing provisions,
any payment or distribution of any kind or character, whether in cash,
property or


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securities (including, without limitation, by way of setoff or otherwise),
prohibited by this Article XII, shall be received by the Trustee or the
Holders of the Securities before all Senior Indebtedness of the Company is
paid in full in cash or other payment satisfactory to the holders of such
Senior Indebtedness of the Company, such payment or distribution shall be
held in trust for the benefit of and shall be paid over or delivered to the
holders of Senior Indebtedness of the Company or their representative or
representatives, or to the trustee or trustees under any indenture pursuant
to which any instruments evidencing any Senior Indebtedness of the Company
may have been issued, as their respective interests may appear for
application to the payment of all Senior Indebtedness of the Company
remaining unpaid to the extent necessary to pay all Senior Indebtedness of
the Company in full in cash or other payment satisfactory to the holders of
such Senior Indebtedness of the Company, after giving effect to any
concurrent payment or distribution, or provision therefor, to or for the
holders of such Senior Indebtedness of the Company.

          Section 12.4 Payment Permitted If No Default. Nothing contained
in this Article XII or elsewhere in this Indenture or in any of the
Securities shall prevent the Company, at any time except in the
circumstances described in Sections 12.2 and 12.3, from making payments at
any time of the principal amount, Redemption Price, Liquidated Damages,
Change in Control Purchase Price or interest, as the case may be, on the
Securities.

          Section 12.5 Subrogation to Rights of Holders of Senior
Indebtedness. Subject to the payment in full of all Senior Indebtedness in
cash, and until the Securities are paid in full, the Holders of the
Securities shall be subrogated (equally and ratably with the holders of all
indebtedness of the Company which by its express terms is subordinated to
indebtedness of the Company to substantially the same extent as the
Securities are subordinated and is entitled to like rights of subrogation)
to the rights of the holders of such Senior Indebtedness to receive
payments and distributions of cash, property and securities applicable to
the Senior Indebtedness to the extent that payments and distributions
otherwise payable to Holders of Securities have been applied to the payment
of Senior Indebtedness as provided by this Article XII. For purposes of
such subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of
the Securities or the Trustee would be entitled, except for the provisions
of this Article XII, and no payments over pursuant to the provisions of
this Article XII to the holders of Senior Indebtedness by Holders of the
Securities or the Trustee, shall, as among the Company, its creditors other
than


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holders of Senior Indebtedness and the Holders of the Securities, be deemed
to be a payment or distribution by the Company to or on account of the
Senior Indebtedness.

          Section 12.6 Provisions Solely To Define Relative Rights. The
provisions of this Article XII are and are intended solely for the purpose
of defining the relative rights of the Holders of the Securities on the one
hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article XII or elsewhere in this Indenture or in the
Securities is intended to or shall (a) impair, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the
Securities, the obligation of the Company, which is absolute and
unconditional (and which, subject to the rights under this Article XII of
the holders of Senior Indebtedness, is intended to rank equally with all
other general obligations of the Company), to pay to the Holders of the
Securities the principal amount, Redemption Price, Liquidated Damages,
Change in Control Purchase Price or interest, as the case may be, on the
Securities as and when the same shall become due and payable in accordance
with their terms; or (b) affect the relative rights against the Company of
the Holders of the Securities and creditors of the Company other than the
holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of
any Security from exercising all remedies otherwise permitted by applicable
law upon default under this Indenture, subject to the rights, if any, under
this Article XII of the holders of Senior Indebtedness to receive cash,
property and securities otherwise payable or deliverable to the Trustee or
such Holder.

          Section 12.7 Trustee To Effectuate Subordination. Each Holder of
a Security by his acceptance thereof authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article XII and appoints the
Trustee his attorney-in-fact for any and all such purposes.

          Section 12.8 No Waiver of Subordination Provisions. No right of
any present or future holder of any Senior Indebtedness to enforce
subordination as herein provided shall at any time in any way be prejudiced
or impaired by any act or failure to act on the part of the Company or by
any act or failure to act, in good faith, by any such holder, or by any
non-compliance by the Company with the terms, provisions and covenants of
this Indenture, regardless of any knowledge thereof any such holder may
have or be otherwise charged with.

          Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time and from
time to


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time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the
Securities and without impairing or releasing the subordination provided in
this Article XII or the obligations hereunder of the Holders of the
Securities to the holders of Senior Indebtedness, do any one or more of the
following: (i) change the manner, place or terms of payment or extend the
time of payment of, or renew, exchange, increase or alter, Senior
Indebtedness, or otherwise amend, modify or supplement in any manner Senior
Indebtedness or any instrument evidencing the same or any agreement under
which Senior Indebtedness or any security thereof or guarantee thereof is
outstanding; (ii) sell, exchange, release, surrender, realize upon, enforce
or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Indebtedness; (iii) release any Person liable in any manner
for the collection of Senior Indebtedness; (iv) exercise or refrain from
exercising any rights against the Company and any other Person; (v) apply
any and all sums received from time to time to the Senior Indebtedness.

          The provisions of this Article XII shall continue to be effective
or be reinstated as the case may be if at any time any payment of the
Senior Indebtedness is rescinded or must otherwise be returned by the
holder thereof upon the insolvency, bankruptcy or reorganization of the
Company or otherwise, all as though such payment had not been made.

          Section 12.9 Notice to Trustee. The Company shall give prompt
written notice to a Responsible Officer of the Trustee of any fact known to
the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of
this Article XII or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which
would prohibit the making of any payment to or distribution or by the
Trustee in respect of the Securities, unless and until a Responsible
Officer of the Trustee shall have received written notice thereof from the
Company or a holder of Senior Indebtedness or from any trustee therefor;
and, prior to the receipt of any such written notice, the Trustee, subject
to the provisions of Section 6.1, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if the Trustee
shall not have received the notice provided for in this Section 12.9 at
least two Business Days prior to the date upon which by the terms hereof
any money may become payable for any purpose, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such money and to apply the same to the
purpose for which such


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money was received and shall not be affected by any notice to the contrary
which may be received by it within two Business Days prior to such date.

          Subject to the provisions of Section 6.1, the Trustee shall be
entitled to rely conclusively on the delivery to it of a written notice by
a Person representing himself to be a holder of Senior Indebtedness (or a
trustee therefor) to establish that such notice has been given by a holder
of Senior Indebtedness (or a trustee therefor). In the event that the
Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article XII
(although the Trustee is not obligated to make such determination), the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by
such Person, the extent to which such Person is entitled to participate in
such payment or distribution and any other facts pertinent to the rights of
such Person under this Article XII, and if such evidence is not furnished,
the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

          Section 12.10 Reliance on Judicial Order or Certificate of
Liquidating Agent. Upon any payment or distribution of assets of the
Company referred to in this Article XII, the Trustee, subject to the
provisions of Section 6.1, and the Holders of the Securities shall be
entitled to conclusively rely upon any order or decree entered by any court
of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or
similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the
benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for
the purpose of ascertaining the Persons entitled to participate in such
payment or distribution, the holders of the Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XII.

          Section 12.11 Trustee Not Fiduciary for Holders of Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness and (subject to Section 12.9 hereof)
shall not be liable to any such holders if it shall in good faith
mistakenly pay over or distribute to Holders of Securities or to the
Company or to any other Person cash, property or


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securities to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article XII or otherwise.

          Section 12.12 Rights of Trustee as Holder of Senior
Indebtedness; Preservation of Trustee's Rights. The Trustee in its
individual capacity shall be entitled to all the rights set forth in this
Article XII with respect to any Senior Indebtedness which may at any time
be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder.

          Nothing in this Article XII shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 6.7.

          Section 12.13 Article Applicable to Paying Agents. In case at
any time any Paying Agent other than the Trustee shall have been appointed
by the Company and be then acting hereunder, the term "Trustee" as used in
this Article XII shall in such case (unless the context otherwise requires)
be construed as extending to and including such Paying Agent within its
meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article XII in addition to or in place of the Trustee;
provided, however, that Section 12.12 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent.

          Section 12.14 Certain Conversions Deemed Payment. For the
purposes of this Article XII only, the payment, issuance or delivery of
cash, property or securities (other than Common Stock issued in accordance
with Article XIII) upon conversion of a Security in accordance with Article
XIII shall be deemed to constitute payment on account of such Security
subject to Article XII. Nothing contained in this Article XII or elsewhere
in this Indenture or in the Securities is intended to or shall impair, as
among the Company, its creditors other than holders of Senior Indebtedness
and the Holders of the Securities, the right, which is absolute and
unconditional, of the Holder of any Security to convert such Security in
accordance with Article XIII.


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                                ARTICLE XIII

                          CONVERSION OF SECURITIES

          Section 13.1 Conversion Privilege. Subject to and upon
compliance with the provisions of this Article XIII, at the option of the
Holder thereof, any Security or any portion of the principal amount thereof
which is $1,000 or an integral multiple of $1,000 may be converted at the
principal amount thereof, or of such portion thereof, into fully paid and
nonassessable shares of Common Stock of the Company (the "Conversion
Shares") at any time following the date of original issuance of Securities
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 December 15, 2006, subject, in the case of conversion of any
global security, to any Applicable Procedures. In case a Security or
portion thereof has previously been called for redemption at the election
of the Company, such conversion right in respect of the Security or portion
so called shall expire at the close of business, New York City time, on the
Redemption Date, unless the Company defaults in making the payment due upon
redemption (in each case subject as aforesaid to any Applicable Procedures
with respect to any global security). A Security in respect of which a
Holder has delivered a Change in Control Purchase Notice (as defined in
Article XIV hereof) exercising the option of such Holder to require the
Company to purchase such Security may be converted only if such notice is
withdrawn by a written notice of withdrawal, delivered by the Holder to the
Paying Agent prior to the close of business on the Change in Control
Purchase Date, in accordance with the terms of this Indenture.

          The price at which shares of Common Stock shall be delivered upon
conversion (herein called the "Conversion Price") shall be initially $48.19
per share of Common Stock. The Conversion Price shall be adjusted in
certain instances as provided in Section 13.4.

          In case the Company shall, by dividend or otherwise, declare or
make a distribution on its Common Stock referred to in paragraph (4) or (5)
of Section 13.4 (including dividends or distributions referred to in the
last sentence of paragraph (4) of Section 13.4) which would result in an
adjustment to the Conversion Price, the Holder of each Security, upon the
conversion thereof pursuant to this Article XIII subsequent to the close of
business on the date fixed for the determination of stockholders entitled
to receive such distribution and prior to the effectiveness of the
Conversion Price adjustment in respect of such distribution pursuant to
paragraph (4)


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or (5) of Section 13.4, shall also be entitled to receive for each share of
Common Stock into which such Security is converted, the portion of the
evidences of indebtedness, shares of capital stock, securities, cash and
other property so distributed applicable to one share of Common Stock;
provided, however, that, at the election of the Company (whose election
shall be evidenced by a Board Resolution) with respect to all Holders so
converting, the Company may, in lieu of distributing to such Holder any
portion of such distribution not consisting of cash or securities of the
Company, pay such Holder an amount in cash equal to the fair market value
thereof (as determined in good faith by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution). If
any conversion of a Security described in the immediately preceding
sentence occurs prior to the payment date for a distribution to holders of
Common Stock which the Holder of the Security so converted is entitled to
receive in accordance with the immediately preceding sentence, the Company
may elect (such election to be evidenced by a Board Resolution) to
distribute to such Holder a due bill for the evidences of indebtedness,
shares of capital stock, securities, cash or assets to which such Holder is
so entitled; provided that such due bill (i) meets any applicable
requirements of the principal national securities exchange or other market
on which the Common Stock is then traded and (ii) requires payment or
delivery of such evidences of indebtedness, shares of capital stock,
securities, cash or assets no later than the date of payment or delivery
thereof to holders of Common Stock receiving such distribution.

          Section 13.2 Exercise of Conversion Privilege. In order to
exercise the conversion privilege, the Holder of any Security to be
converted shall surrender such Security, duly endorsed or assigned to the
Company or in blank, at any office or agency maintained by the Company
pursuant to Section 10.2 hereof, accompanied by (a) written notice, in
substantially the form and manner set forth in Section 2.5 hereof, to the
Company at such office or agency 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 and (b) if shares or any
portion of such Security not to be converted are to be issued in the name
of a Person other than the Holder thereof, the name of the Person in which
to issue such shares.

          Except as provided in Section 5.2 hereof, no Holder of Securities
will be entitled upon conversion thereof to any payment or adjustment on
account of accrued and unpaid interest thereon or on account of dividends
on the shares of Common Stock issued in connection therewith. Securities
surrendered for conversion during the period from the close of business on
any Regular Record Date


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<PAGE>
to the opening of business on the corresponding Interest Payment Date
(except Securities called for redemption on a Redemption Date within such
period between and including such Regular Record Date and such Interest
Payment Date) must be accompanied by payment to the Company in same day
funds or other funds acceptable to the Company of an amount equal to the
interest payable on such Interest Payment Date on the principal amount
converted.

          Securities shall be deemed to have been converted immediately
prior to the close of business on the day of surrender of such Securities
for conversion in accordance with the foregoing provisions (the "Conversion
Date"), 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, but in any event no later
than the seventh Business Day following the Conversion Date, the Company
shall issue and shall deliver at such office or agency a certificate or
certificates for the number of full shares of Common Stock issuable upon
conversion, together with payment in lieu of any fraction of a share as
provided in Section 13.3.

          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 deliver 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 Security. Any requirements for notice, surrender
or delivery of Securities pursuant to this Article XIII shall, with respect
to any global security, be subject to any Applicable Procedures.

          Section 13.3 Fractions of Shares. No fractional shares of
Common Stock shall be issued upon conversion of Securities. If more than
one Security shall be surrendered for conversion at one time by the same
Holder, the number of full shares which shall be issuable upon conversion
thereof shall be computed on the basis of the aggregate principal amount of
the Securities (or specified portions thereof) so surrendered. Instead of
any fractional share of Common Stock which would otherwise be issuable upon
conversion of any Security (or specified portions thereof), the Company
shall pay a cash adjustment in respect of such fraction in an amount equal
to the same fraction of the Closing Price per share of the Common Stock at
the close of business on the Trading Day immediately preceding such day.


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<PAGE>
          "Trading Day" shall mean each day on which the primary securities
exchange or quotation system which is used to determine the Closing Price
is open for trading or quotation.

          "Closing Price" of a single share of Common Stock on any Trading
Day shall mean the closing per share sale price for the Common Stock (or if
no closing sale price is reported, the average of the bid and ask prices
or, if more than one in either case, the average of the average bid prices
and the average ask prices) on such Trading Day as reported in composite
transactions for the principal United States securities exchange on which
the Common Stock is traded or, if the Common Stock is not listed on a
United States national or regional stock exchange, as reported by the
National Association of Securities Dealers Automated Quotation System. If
on the Conversion Date, the Common Stock is not quoted by any such
organization, the fair market value of such Common Stock on such day, as
reasonably determined in good faith by the Board of Directors of the
Company, shall be used.

          Section 13.4 Adjustment of Conversion Price. (1) In case the
Company shall pay or make a dividend or other distribution on its Common
Stock exclusively in Common Stock, the Conversion Price in effect at the
opening of business on the day next following the date fixed for the
determination of stockholders entitled to receive such dividend or other
distribution shall be reduced by multiplying such Conversion Price by a
fraction of which the numerator shall be the number of shares of Common
Stock outstanding at the close of business on the date fixed for such
determination and the denominator shall be the sum of such number of shares
and the total number of shares constituting such dividend or other
distribution on the outstanding shares of such class of Common Stock, such
reduction to become effective immediately after the opening of business on
the day next following the date fixed for such determination. For the
purposes of this paragraph (1), the number of shares of Common Stock at any
time outstanding shall not include shares held in the treasury of the
Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company shall
not pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company.

          (2) In case the Company shall pay or make a dividend or other
distribution on its Common Stock consisting exclusively of, or shall
otherwise issue to all holders of its Common Stock, rights, warrants or
options entitling the holders thereof, for a period not exceeding 45 days,
to subscribe for or purchase shares of Common Stock at a price per share
less than the current market price per share


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<PAGE>
(determined as provided in paragraph (7) of this Section 13.4) of the
Common Stock on the date fixed for the determination of stockholders
entitled to receive such rights, warrants or options, the Conversion Price
in effect at the opening of business on the day following the date fixed
for such determination shall be reduced by multiplying such Conversion
Price by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for
such determination plus the number of shares of Common Stock which the
aggregate of the offering price of the total number of shares of Common
Stock so offered for subscription or purchase would purchase at such
current market price and the denominator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for
such determination plus the number of shares of Common Stock so offered for
subscription or purchase, such reduction to become effective immediately
after the opening of business on the day following the date fixed for such
determination. For the purposes of this paragraph (2), the number of shares
of Common Stock at any time outstanding shall not include shares held in
the treasury of the Company but shall include shares issuable in respect of
scrip certificates issued in lieu of fractions of shares of Common Stock.
The Company shall not issue any rights, warrants or options in respect of
shares of Common Stock held in the treasury of the Company. Notwithstanding
the foregoing, in case the Company shall issue rights, options or warrants
("Stockholder Rights") to all holders of its Common Stock entitling the
holders thereof to subscribe for or purchase shares of Common Stock, which
rights or warrants (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, in each case in clauses (i) through
(iii) until the occurrence of a specified event or event ("Trigger Event"),
such Stockholder Rights shall for purposes of this Section 13.4 not be
deemed issued or distributed until the occurrence of the earliest Trigger
Event and the conversion price shall not be reduced until the occurrence of
such earliest Trigger Event. If at the end of the period during which all
such warrants, options or rights are exercisable, not all such warrants,
options or rights shall have been exercised, the conversion price shall be
immediately readjusted to what it would have been had the above fraction
been computed based on the number of shares of Common Stock actually issued
in respect of such warrants, options or rights, as the case may be.

          (3) In case outstanding shares of Common Stock shall be
subdivided into a greater number of shares of Common Stock, the Conversion
Price in effect at the opening of business on the day following the day
upon which such subdivision becomes effective shall be proportionately
reduced by multiplying such conversion price by a fraction of which the
numerator shall be the number of shares


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<PAGE>
of Common Stock outstanding at the close of business on the day upon which
such subdivision becomes effective before giving effect to such subdivision
and the denominator shall be the number of shares of Common Stock
outstanding at the close of business on the day such subdivision becomes
effective after giving effect to such subdivision, and, conversely, in case
outstanding shares of Common Stock shall each be combined into a smaller
number of shares of Common Stock, the Conversion Price in effect at the
opening of business on the day following the day upon which such
combination becomes effective shall be proportionately increased by
multiplying such conversion price by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding at the close of
business on the day upon which such combination becomes effective before
giving effect to such combination and the denominator shall be the number
of shares of Common Stock outstanding at the close of business on the day
such combination becomes effective after giving effect to such combination
such reduction or increase, as the case may be, to become effective
immediately after the opening of business on the day following the day upon
which such subdivision or combination becomes effective.

          (4) Subject to the last sentence of this paragraph (4), in case
the Company shall, by dividend or otherwise, distribute to all holders of
its Common Stock evidences of its indebtedness, shares of any class of
capital stock, securities, cash or property (excluding any rights,
warrants, options or Stockholder Rights referred to in paragraph (2) of
this Section 13.4, any dividend or distribution paid exclusively in cash
and any dividend or distribution referred to in paragraph (1) of this
Section 13.4), the Conversion Price shall be reduced so that the same shall
equal the price determined by multiplying the Conversion Price in effect
immediately prior to the effectiveness of the Conversion Price reduction
contemplated by this paragraph (4) by a fraction of which the numerator
shall be the current market price per share (determined as provided in
paragraph (7) of this Section 13.4) of the Common Stock on the date of such
effectiveness less the fair market value (as determined in good faith by
the Board of Directors, whose determination shall be conclusive and
described in a Board Resolution), on the date of such effectiveness, of the
portion of the evidences of indebtedness, shares of capital stock,
securities, cash and property so distributed applicable to one share of
Common Stock and the denominator shall be such current market price per
share of the Common Stock, such reduction to become effective immediately
prior to the opening of business on the day next following the later of (a)
the date fixed for the payment of such distribution and (b) the date 20
days after the notice relating to such distribution is given pursuant to
Section 13.6(a) (such later date of (a) and (b) being referred to as the
"Reference Date"). If the Board of Directors determines the fair market
value of any distribution


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<PAGE>
for purposes of this paragraph (4) by reference to the actual or when
issued trading market for any securities comprising such distribution, it
must in doing so consider, among any other facts or advice it deems
relevant, the prices in such market over the same period used in computing
the current market price per share pursuant to paragraph (7) of this
Section. For purposes of this paragraph (4), any dividend or distribution
that includes shares of Common Stock or rights, warrants or options to
subscribe for or purchase shares of Common Stock shall be deemed instead to
be (a) a dividend or distribution of the evidences of indebtedness, cash,
property, shares of capital stock or securities other than such shares of
Common Stock or such rights, warrants or options (making any Conversion
Price reduction required by this paragraph (4)) immediately followed by (b)
a dividend or distribution of such shares of Common Stock or such rights
(making any further Conversion Price reduction required by paragraph (1) or
(2) of this Section 13.4, except (i) the Reference Date of such dividend or
distribution as defined in this paragraph (4) shall be substituted as "the
date fixed for the determination of stockholders entitled to receive such
dividend or other distributions", "the date fixed for the determination of
stockholders entitled to receive such rights, warrants or options" and "the
date fixed for such determination" within the meaning of paragraphs (1) and
(2) of this Section 13.4 and (ii) any shares of Common Stock included in
such dividend or distribution shall not be deemed "outstanding at the close
of business on the date fixed for such determination" within the meaning of
paragraph (1) of this Section 13.4).

          (5) In case the Company shall, by dividend or otherwise, make a
distribution to all holders of its Common Stock exclusively in cash in an
aggregate amount that, together with (i) the aggregate amount of any other
distributions to all holders of its Common Stock made exclusively in cash
within the 12 months preceding the date of payment of such distribution and
in respect of which no Conversion Price adjustment pursuant to this
paragraph (5) has been made and (ii) the aggregate of any cash plus the
fair market value (as determined in good faith by the Board of Directors,
whose determination shall be conclusive and described in a Board
Resolution), as of the expiration of the tender or exchange offer referred
to below, of consideration payable in respect of any tender or exchange
offer by the Company or a Subsidiary for all or any portion of the Common
Stock concluded within the 12 months preceding the date of payment of such
distribution and in respect of which no Conversion Price adjustment
pursuant to paragraph (6) of this Section 13.4 has been made, exceeds 10%
of the product of the current market price per share (determined as
provided in paragraph (7) of this Section 13.4) of the Common Stock as of
the Trading Day immediately preceding the record date fixed for
stockholders entitled to receive such distribution times the number of
shares of


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Common Stock outstanding on such record date, the Conversion Price shall be
reduced so that the same shall equal the price determined by multiplying
the Conversion Price in effect immediately prior to the effectiveness of
the Conversion Price reduction contemplated by this paragraph (5) by a
fraction of which the numerator shall be the current market price per share
(determined as provided in paragraph (7) of this Section 13.4) of the
Common Stock on the date of such effectiveness 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 record date, such reduction to become effective immediately prior to
the opening of business on the later of (a) the day following the record
date fixed for the payment of such distribution and (b) the date 20 days
after the notice relating to such distribution is given pursuant to Section
13.6(a).

          (6) In case a successful tender or exchange offer made by the
Company or any Subsidiary for all or any portion of the Common Stock shall
involve an aggregate consideration having a fair market value (as
determined in good faith by the Board of Directors, whose determination
shall be conclusive and described in a Board Resolution) at the last time
(the "Expiration Time") tenders or exchanges may be made pursuant to such
tender or exchange offer (as it may be amended) that, together with (i) the
aggregate of the cash plus the fair market value (as determined in good
faith by the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution), as of the expiration of the other
tender or exchange offer referred to below, of consideration payable in
respect of any other tender or exchange offer by the Company or a
Subsidiary for all or any portion of the Common Stock concluded within the
preceding 12 months and in respect of which no Conversion Price adjustment
pursuant to this paragraph (6) has been made and (ii) the aggregate amount
of any distributions to all holders of the Common Stock made exclusively in
cash within the preceding 12 months and in respect of which no Conversion
Price adjustment pursuant to paragraph (5) of this Section 13.4 has been
made, exceeds 10% of the product of the current market price per share
(determined as provided in paragraph (7) of this Section 13.4) of the
Common Stock on the Expiration Time times the number of shares of Common
Stock outstanding (including any tendered shares) on the Expiration Time,
the Conversion Price shall be reduced (but not increased) so that the same
shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to the Expiration Time by a fraction of which the
numerator shall be (i) the product of the current market price per share
(determined as provided in paragraph (7) of this Section 13.4) of the
Common Stock on the Trading Day next succeeding the Expiration Time times
the


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<PAGE>
number of shares of Common Stock outstanding (including any tendered or
exchanged shares) at the Expiration Time minus (ii) the fair market value
(determined as aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum specified in the
terms of the tender or exchange offer) of all shares validly tendered or
exchanged and not withdrawn as of the Expiration Time (the shares deemed so
accepted, up to any such maximum, being referred to as the "Purchased
Shares") and the denominator shall be the product of (i) such current
market price per share on the Trading Day next succeeding the Expiration
Time times (ii) such number of outstanding shares at the Expiration Time
(including any tendered shares) less the number of Purchased Shares, such
reduction to become effective immediately prior to the opening of business
on the day following the Expiration Time; provided, that if the number of
Purchased Shares or the aggregate consideration payable therefor have not
been finally determined by such opening of business, the adjustment
required by this subsection (6) shall, pending such final determination, be
made based upon the number of Purchased Shares and the aggregate
consideration payable therefor as so finally determined, effectively
immediately prior to the opening of business on the day immediately
following the day such final determination shall have been made.

          (7) For the purpose of any computation under this paragraph and
paragraphs (2), (4) and (5) of this Section 13.4, the current market price
per share of Common Stock on any date in question shall be deemed to be the
average of the daily Closing Prices for the 10 consecutive Trading Days
immediately preceding the date in question; provided, however, that (i) if
the "ex" date (as hereinafter defined) for any event (other than the
issuance or distribution requiring such computation) that requires an
adjustment to the Conversion Price pursuant to paragraph (1), (2), (3),
(4), (5) or (6) above ("Other Event") occurs on or after the 10th Trading
Day prior to the date in question and prior to the "ex" date for the
issuance or distribution requiring such computation (the "Current Event"),
the Closing Price for each Trading Day prior to the "ex" date for such
Other Event shall be adjusted by multiplying such Closing Price by the same
fraction by which the Conversion Price is so required to be adjusted as a
result of such Other Event, (ii) if the "ex" date for any Other Event
occurs after the "ex" date for the Current Event and on or prior to the
date in question, the Closing Price for each Trading Day on and after the
"ex" date for Other Event shall be adjusted by multiplying such Closing
Price by the reciprocal of the fraction by which the Conversion Price is so
required to be adjusted as a result of such Other Event, (iii) if the "ex"
date for any Other Event occurs on the "ex" date for the Current Event, one
of those events shall be deemed for purposes of clauses (i) and (ii) of
this proviso to have an "ex"date occurring prior to the "ex" date for the


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Other Event, and (iv) if the "ex" date for the Current Event is on or prior
to the date in question, after taking into account any adjustment required
pursuant to clause (ii) of this proviso, the Closing Price for each Trading
Day on or after such "ex" date shall be adjusted by adding thereto the
amount of any cash and the fair market value on the date in question (as
determined in good faith by the Board of Directors in a manner consistent
with any determination of such value for purposes of paragraph (4) or (5)
of this Section 13.4, whose determination shall be conclusive and described
in a Board Resolution) of the portion of the rights, warrants, options,
evidences of indebtedness, shares of capital Stock, securities, cash or
property being distributed applicable to one share of Common Stock. For the
purpose of any computation under paragraph (6) of this Section 13.4, the
current market price per share of Common Stock on any date in question
shall be deemed to be the average of the daily Closing Prices for the 10
consecutive Trading Days commencing on or after the latest (the
"Commencement Date") of (i) the date 10 Trading Days before the date in
question, (ii) the date of commencement of the tender or exchange offer
requiring such computation and (iii) the date of the last amendment, if
any, of such tender or exchange offer involving a change in the maximum
number of shares for which tenders are sought or a change in the
consideration offered, and ending not later than the Trading Day next
succeeding the Expiration Time of such tender or exchange offer (or, if
such Expiration Time occurs before the close of trading on a Trading Day,
not later than the Trading Day during which the Expiration Time occurs);
provided, however, that if the "ex" date for any Other Event (other than
the tender or exchange offer requiring such computation) occurs on or after
the Commencement Date and on or prior to the Trading Day next succeeding
the Expiration Time for the tender or exchange offer requiring such
computation, the Closing Price for each Trading Day prior to the "ex" date
for such Other Event shall be adjusted by multiplying such Closing Price by
the same fraction by which the Conversion Price is so required to be
adjusted as a result of such other event. For purposes of this paragraph,
the term "ex" date, (i) when used with respect to any issuance or
distribution, means the first date on which the Common Stock trades regular
way on the relevant exchange or in the relevant market from which the
Closing Price was obtained without the right to receive such issuance or
distribution, (ii) when used with respect to any subdivision or combination
of shares of Common Stock, means the first date on which the Common Stock
trades regular way on such exchange or in such market after the time at
which such subdivision or combination becomes effective, and (iii) when
used with respect to any tender or exchange offer means the first date on
which the Common Stock trades regular way on such exchange or in such
market after the Expiration Time of such tender or exchange offer.


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          (8) In addition to the foregoing adjustments in paragraphs (1),
(2), (3), (4), (5) and (6) above, the Company, from time to time and to the
extent permitted by law, may reduce the Conversion Price by any amount for
at least 20 Business Days, if the Board of Directors has made a
determination, which determination shall be conclusive, that such reduction
would be in the best interests of the Company. The Company shall give
notice to the Trustee and cause notice of such reduction to be mailed to
each Holder of Securities at such Holder's address as the same appears on
the registry books of the Registrar, at least 15 days prior to the date on
which such reduction commences. The Company may, at its option, also make
such reductions in the Conversion Price in addition to those set forth
above, as the Board of Directors deems advisable to avoid or diminish any
income tax to holders of shares of Common Stock resulting from any dividend
or distribution of stock (or rights to acquire stock) or from any event
treated as such for United States federal income tax purposes.

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

          (10) In the event that the Company distributes assets, debt
securities, rights, warrants or options (other than those referred to in
paragraph (2) above) pro rata to holders of Common Stock, and the fair
market value of the portion of assets, debt securities, rights, warrants or
options applicable to one share of Common Stock distributed to holders of
Common Stock exceeds the Average Sale Price (as defined below) per share of
Common Stock, or such Average Sale Price exceeds such fair market value by
less than $1.00, then so long as any such assets, debt securities, rights,
options or warrants have not expired or been redeemed by the Company, the
Company shall make proper provision so that the Holder of any Security upon
conversion, rather than being entitled to an adjustment in the Conversion
Price, will be entitled to receive upon such conversion, in addition to the
Conversion Shares, a number of assets, debt securities, rights, warrants
and options to be determined as follows: (i) if such conversion occurs on
or prior to the date for the distribution to the holders of assets, debt
securities, rights, warrants or options of separate certificates evidencing
such assets, debt securities, rights, warrants or options (the
"Distribution Date"), the same number of assets, debt securities, rights,
warrants or options to which a holder of a number of shares of Common Stock
equal to the number of Conversion Shares is entitled at the time of such
conversion in


                                   97
<PAGE>
accordance with the terms and provisions of and applicable to the assets,
debt securities, rights, warrants or options being distributed, and (ii) if
such conversion occurs after such Distribution Date, the same number of
assets, debt securities, rights, warrants or options to which a holder of
the number of shares of Common Stock into which the principal amount of
such Security so converted was convertible immediately prior to such
Distribution Date would have been entitled on such Distribution Date in
accordance with the terms and provisions of and applicable to the assets,
debt securities, rights, warrants or options.

          "Average Sale Price" means the average of the Closing Prices of
the Common Stock for the shorter of (i) 30 consecutive Trading Days ending
on the last full Trading Day prior to the Time of Determination (as defined
below) with respect to the rights, options, warrants or distribution in
respect of which the Average Sale Price is being calculated, or (ii) the
period (x) commencing on the date next succeeding the first public
announcement of (a) the issuance of rights, options or warrants or (b) the
distribution, in each case, in respect of which the Average Sale Price is
being calculated and (y) proceeding through the last full Trading Day prior
to the Time of Determination with respect to the rights, options, warrants
or distribution in respect of which the Average Sale Price is being
calculated, or (iii) the period, if any, (x) commencing on the date next
succeeding the Ex-Dividend Time (as defined below) with respect to the next
preceding (a) issuance of rights, warrants or options or (b) distribution,
in each case, for which an adjustment is required by the provisions of
Section 13.4(2) or (10) and (y) proceeding through the last full Trading
Day prior to the Time of Determination with respect to the rights, options,
warrants, or distribution in respect of which the Average Sale Price is
being calculated. If the Ex-Dividend Time (or in the case of a subdivision,
combination or reclassification, the effective date with respect thereto)
with respect to a dividend, subdivision, combination or reclassification to
which Section 13.4(1) or (3) applies occurs during the period applicable
for calculating "Average Sale Price" pursuant to the definition in the
preceding sentence, "Average Sale Price" shall be calculated for such
period in a manner determined in good faith by the Board of Directors to
reflect the impact of such dividend, subdivision, combination or
reclassification on the Closing Price of the Common Stock during such
period.

          "Time of Determination" means the time and date of the earlier of
(i) the determination of stockholders entitled to receive rights, warrants
or options or a distribution, in each case, to which this Section 13.4(10)
applies and (ii) the time ("Ex-Dividend Time") immediately prior to the
commencement of "ex-dividend" trading for such rights, options, warrants or
distribution on the New York Stock


                                   98
<PAGE>
Exchange or such other national or regional exchange or market on which the
shares of Common Stock are listed or quoted.

          (11) Notwithstanding the foregoing provisions, (i) no adjustment
need be made for a transaction to which any of the adjustment provisions
described above applies if Holders may participate in the transaction on a
basis and with notice that the Board of Directors determines to be the fair
and appropriate in light of the basis and notice on which holders of Common
Stock participate in the transaction, and (ii) the issuance of any shares
of Common Stock pursuant to any plan providing for the reinvestment of
dividends or interest payable on securities of the Company and the
investment of additional optional amounts in shares of Common Stock under
any such plan, and the issuance of any shares of Common Stock or options or
rights to purchase such shares pursuant to any employee benefit plan or
program of the Company or pursuant to any option, warrant, right or
exercisable, exchangeable or convertible Security outstanding as of the
date the Securities were first issued, shall not be deemed to constitute an
issuance of Common Stock or exercisable, exchangeable or convertible
securities by the Company to which any of the adjustment provisions
described above applies.

          (12) Notwithstanding any other provision of this Article XIII, no
adjustment to the conversion price shall result in zero or in a negative
number or shall reduce the conversion price below the then par value per
share of the Common Stock, and any such purported adjustment shall instead
reduce the conversion price to such par value. The Company hereby covenants
not to take any action to increase the par value per share of the Common
Stock.

          (13) No adjustment in the Conversion Price shall be required for
any increase or decrease in the par value of the Common Stock.

          Section 13.5 Notice of Adjustments of Conversion Price.
Whenever the Conversion Price is adjusted as herein provided:

          (a) the Company shall compute the adjusted Conversion Price in
accordance with Section 13.4 and shall prepare a certificate signed by the
Chief Financial Officer of the Company setting forth the adjusted
Conversion Price and showing in reasonable detail the facts upon which such
adjustment is based, and such certificate shall forthwith be filed (with a
copy to the Trustee) at each office or agency maintained for the purpose of
conversion of Securities pursuant to Section 10.2 hereof; and


                                   99
<PAGE>
          (b) a notice stating that the Conversion Price has been adjusted
and setting forth the adjusted Conversion Price shall forthwith be
required, and as soon as practicable after it is required, such notice
shall be mailed by the Company to all Holders at their last addresses as
they shall appear in the Security Register.

          Section 13.6   Notice of Certain Corporate Action. In case:
                         ----------------------------------

          (a) the Company shall declare a dividend (or any other
distribution) on its Common Stock that would require a Conversion Price
adjustment pursuant to paragraph (5) of Section 13.4; or

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

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

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

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

then the Company shall cause to be filed at each office or agency
maintained for the purpose of conversion of Securities pursuant to Section
10.2 hereof, and shall cause to be mailed to all Holders at their last
addresses as they shall appear in the Security Register, at least 20 days
(or 10 days in any case specified in clause (a) or (b) above) prior to the
applicable record, effective or expiration date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the
purpose of such dividend, distribution or granting of rights, warrants or
options, or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be


                                  100
<PAGE>
entitled to such dividend, distribution, rights, warrants or options are to
be determined, or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding
up is expected to become effective, and the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their
shares of Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up, or (z) the date on which such
tender offer commenced, the date on which such tender offer is scheduled to
expire unless extended, the consideration offered and the other material
terms thereof (or the material terms of any amendment thereto).

          Section 13.7 Company's Obligation Regarding Common Stock. The
Company shall at all times reserve and keep available, free from preemptive
rights, out of its authorized but unissued Common Stock, solely for the
purpose of effecting the conversion of Securities, the whole number of
shares of Common Stock then issuable upon the conversion in full of all
outstanding Securities.

          Before taking any action which would cause an adjustment reducing
the Conversion Price below the then par value, if any, of the shares of
Common Stock issuable upon conversion of the Securities, the Company will
take all corporate action which may, in the opinion of its counsel, be
necessary in order that the Company may validly and legally issue shares of
such Common Stock at such adjusted Conversion Price.

          The Company covenants that if any shares of Common Stock to be
provided for the purpose of conversion of Securities hereunder require
registration with or approval of any governmental authority under any
federal or state law before such shares may be validly issued upon
conversion, the Company will in good faith and as expeditiously as
practicable endeavor to secure such registration or approval, as the case
may be.

          The Company further covenants that so long as the Common Stock
shall be listed or quoted on the New York Stock Exchange, the Nasdaq
National Market, or any other national securities exchange the Company
will, if permitted by the rules of such exchange, list and keep listed so
long as the Common Stock shall be so listed on such market or exchange, all
Common Stock issuable upon conversion of the Securities.


                                  101
<PAGE>
          Section 13.8 Taxes on Conversions. The Company will pay any and
all taxes that may be payable in respect of the issue or delivery of shares
of Common Stock on conversion of Securities pursuant hereto. The Company
shall not, however, be required to pay any tax which may be payable in
respect of any transfer involved in the issue and delivery of shares of
Common Stock in a name other than that of the Holder of the Security or
Securities to be converted, and no such issue or delivery shall be made
unless and until the Person requesting such issue has paid to the Company
the amount of any such tax, or has established to the satisfaction of the
Company that such tax has been paid.

          Section 13.9 Covenant as to Common Stock. The Company covenants
that all shares of Common Stock which may be issued upon conversion of
Securities shall upon issue be newly issued (and not treasury shares) and
be duly authorized, validly issued, fully paid and nonassessable and,
except as provided in Section 13.13, the Company shall pay all taxes, liens
and charges with respect to the issue thereof.

          Section 13.10 Cancellation of Converted Securities. All
Securities delivered for conversion shall be delivered to the Trustee to be
cancelled by or at the direction of the Trustee, which shall dispose of the
same as provided in Section 3.9 hereof.

          Section 13.11 Provisions in Case of Reclassification,
Consolidation, Merger or Sale of Assets. In the event that the Company
shall be a party to any transaction (including any (i) recapitalization or
reclassification of the Common Stock (other than a change in par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination of the Common Stock), (ii) any
consolidation of the Company with, or merger of the Company into, any other
person, any merger of another person into the Company (other than a merger
which does not result in a reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock of the Company), (iii)
any sale or transfer of all or substantially all of the assets of the
Company or (iv) any compulsory share exchange) pursuant to which the Common
Stock is converted into the right to receive other securities, cash or
other property, then lawful provision shall be made as part of the terms of
such transaction whereby the Holder of each Security then Outstanding shall
have the right thereafter to convert such Security only into (subject to
funds being legally available for such purpose under applicable law at the
time of such conversion) the kind and amount of securities, cash and other
property receivable upon such transaction by a holder of the number of
shares of


                                  102
<PAGE>
Common Stock into which such Security might have been converted immediately
prior to such transaction. The Company or the person formed by such
consolidation or resulting from such merger or which acquired such assets
or which acquired the Company's shares of Common Stock, as the case may be,
shall execute and deliver to the Trustee a supplemental indenture
establishing such rights. Such supplemental indenture shall provide for
adjustments which, for events subsequent to the effective date of such
supplemental indenture, shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Article. The above provisions of
this Section 13.11 shall similarly apply to successive transactions of the
foregoing type.

          Section 13.12 Company's Obligation. All calculations,
adjustments, conversions and other determinations under this Article 13
shall be the sole responsibility and obligation of the Company. The Trustee
(a) shall have no obligation to review, challenge or contest any such
calculation, adjustment, conversion or other determination and (b) shall
not be liable for any default or error by the Company under this Article
13.

          Section 13.13   Restrictions on Common Stock Issuable Upon
                          Conversion.
                          ------------------------------------------

          (1) Shares of Common Stock to be issued upon conversion of a
Security in respect of restricted Securities shall bear such restrictive
legends as the Company may provide in accordance with applicable law.

          (2) If shares of Common Stock to be issued upon conversion of a
Security in respect of restricted Securities are to be registered in a name
other than that of the Holder of such Security, then the Person in whose
name such shares of Common Stock are to be registered must deliver to the
Conversion Agent a certificate satisfactory to the Company and signed by
such Person, as to compliance with the restrictions on transfer applicable
to such Security. Neither the Trustee nor any Conversion Agent or Registrar
shall be required to register in a name other than that of the Holder
shares of Common Stock or such Securities issued upon conversion of any
such Security in respect of such Securities not so accompanied by a
properly completed certificate.


                                  103
<PAGE>
                                ARTICLE XIV

                        RIGHT TO REQUIRE REPURCHASE

          Section 14.1 Purchase of Securities at Option of the Holder upon
Change in Control. In the event that a Change in Control shall occur, each
Holder shall have the right, at the Holder's option, to require the Company
to repurchase (subject to the provisions of Section 12.3 hereof), and upon
the exercise of such right the Company shall repurchase, all of such
Holder's Securities, or any portion of the principal amount thereof that is
an 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 $1,000 or an
integral multiple of $1,000), on the date (the "Change in Control Purchase
Date") that is not later than 45 Business Days after the date of the
occurrence of a Change in Control for cash at a purchase price equal to
100% of the principal amount plus interest accrued and unpaid to (but
excluding) the Change in Control Purchase Date (subject to the right of
Holders of record on the Regular Record Date to receive interest on the
relevant Interest Payment Date) (the "Change in Control Purchase Price").
If the Change in Control Purchase Date is between a Regular Record Date and
the related Interest Payment Date, then the interest payable on such
Interest Payment Date shall be paid to the Holder of record of the Security
on such Regular Record Date.

          Section 14.2 Notices; Method of Exercising Repurchase Right,
                       Etc.
                       -----------------------------------------------

          (a) Unless the Company shall have theretofore called for
redemption all of the outstanding Securities, on or before the 25th day
after the occurrence of a Change in Control, the Company or, at the written
request of the Company, on or before the tenth (10th) day after receipt of
such request, the Trustee, at the Company's expense, shall give notice to
all Holders of Securities (the "Company Notice") of the occurrence of the
Change in Control and of the repurchase right set forth herein arising as a
result thereof. If the Company gives such notice of a repurchase right, the
Company shall also deliver a copy of such notice of a repurchase right to
the Trustee.

     Each Company Notice shall state:

          (1) the date of such Change in Control and, briefly, the events
causing such Change in Control;


                                  104
<PAGE>
          (2) the date by which the Change in Control Purchase Notice (as
defined below) must be delivered;

          (3) the Change in Control Purchase Date;

          (4) the Change in Control Purchase Price;

          (5) the place or places where such Securities are to be
surrendered for payment of the Change in Control Purchase Price and accrued
interest, if any;

          (6) the Conversion Price and any adjustments thereto, the date on
which the right to convert the Securities will terminate and the places
where such Securities may be surrendered for conversion;

          (7) a description of the procedure which a Holder must follow to
exercise a repurchase right;

          (8) the procedures for withdrawing a Change in Control Purchase
Notice;

          (9) that Holders who want to convert Securities must satisfy the
requirements set forth in the Securities; and

          (10) briefly, the conversion rights of Holders of Securities.

          No failure of the Company to give the foregoing notice 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.

          (b) To exercise a repurchase right, a Holder shall deliver to the
Paying Agent or an office or agency maintained by the Company for such
purpose in the Borough of Manhattan, The City of New York, prior to the
close of business on or before the Change in Control Purchase Date written
notice of the Holder's exercise of such right (the "Change in Control
Purchase Notice"), which notice shall set forth (i) the name of the Holder,
(ii) the certificate numbers of the Securities with respect to which the
repurchase right is being exercised, (iii) the principal amount of the
Securities to be repurchased (and, if any Security is to be repurchased in
part, the portion of the principal amount thereof to be repurchased and the
name of the Person in which the portion thereof to remain outstanding after
such repurchase is to be


                                  105
<PAGE>
registered) and (iv) a statement that an election to exercise the
repurchase right is being made thereby pursuant to the applicable
provisions of the Securities.

          (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 Paying Agent the Change in Control Purchase Price in cash, for
payment to the Holder on the Change in Control Purchase Date, payable with
respect to the Securities (or portion thereof) as to which the repurchase
right has been exercised; provided, however, that such Security for which a
repurchase right has been exercised has been delivered to the Paying Agent
(together with all necessary endorsements) at any time after the notice of
exercise of a repurchase right shall have been given. Payment of the Change
in Control Purchase Price for such Security shall be made promptly
following the later of the Business Day following the Change in Control
Purchase Date and time of delivery of the Security. If the Paying Agent
holds money sufficient to pay the Change in Control Purchase Price on the
Business Day following the Change in Control Purchase Date, then,
immediately after the Change in Control Purchase Date, such Security shall
cease to be outstanding and interest will cease to accrue and will be
deemed paid regardless of whether such Security has been delivered to the
Paying Agent, and all other rights of the Holder shall terminate (other
than the right of such Holder to receive the Change in Control Purchase
Price upon delivery of such Security). Securities in respect of which a
Change in Control Purchase Notice has been given by the Holder thereof may
not be converted into shares of Common Stock on or after the date of the
delivery of such Change in Control Purchase Notice, unless such Change in
Control Purchase Notice has first been validly withdrawn as specified in
Section 14.2(g).

          (d) On or prior to the Change in Control Purchase Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 6.6 hereof) an amount of money sufficient to pay the
Change in Control Purchase Price of the Securities which are to be repaid
on the Change in Control Purchase Date.

          (e) If any Security (or portion thereof) surrendered for
repurchase shall not be so paid on the Business Day following the Change in
Control Purchase Date, the principal amount of such Security (or portion
thereof, as the case may be) shall, until paid, bear interest from the
Change in Control Purchase Date at the rate of 4% per annum, and each
Security shall remain convertible into Common Stock in


                                  106
<PAGE>
accordance with Article XIII herein until the principal of such Security
(or portion thereof, as the case may be) shall have been paid or duly
provided for.

          (f) 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 deliver 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
portion of the principal of the Security so surrendered that was not
repurchased.

          (g) Any Holder that has delivered to the Trustee a Change in
Control Purchase Notice shall have the right to withdraw such notice at any
time prior to the close of business on the Change in Control Purchase Date
by delivery of a written notice of withdrawal to the Paying Agent prior to
the close of business on such date. The notice of withdrawal shall state
the principal amount and the certificate numbers of the Securities as to
which the withdrawal notice relates and the principal amount, if any, which
remains subject to the notice of exercise of a repurchase right. A Security
in respect of which a Holder has exercised its option to require repurchase
upon a Change in Control may thereafter be converted into Common Stock only
if such Holder withdraws its notice in accordance with the preceding
sentence.

          (h) There shall be no purchase of any Securities pursuant to
Section 14.1 if there has occurred (or on or after the giving, by the
Holders of such Securities, of the required Change in Control Purchase
Notice) and is continuing an Event of Default (other than a default in the
payment of the Change in Control Purchase Price with respect to such
Securities). The Paying Agent will promptly return to the respective
Holders thereof any Securities (x) with respect to which a Change in
Control Purchase Notice has been withdrawn in compliance with this
Indenture, or (y) held by it during the continuance of an Event of Default
(other than a default in the payment of the Change in Control Purchase
Price with respect to such Securities) in which case, upon such return, the
Change in Control Purchase Notice with respect thereto shall be deemed to
have been withdrawn.

          Section 14.3 Certain Definitions. For purposes of this Article
XIV:


                                  107
<PAGE>
          (a) the term "beneficial owner" shall be determined in accordance
with Rules l3d-3 and 13d-5 promulgated by the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), except
that a Person shall be deemed to have "beneficial ownership" of all
securities that such Person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time; and

          (b) the term "Person" shall include any syndicate or group which
would be deemed to be a "Person" under Section 13(d)(3) of the Exchange
Act.

          (c) "Change in Control" shall be deemed to have occurred at such
time after the original issuance of the Securities as:

          (1) any Person is or becomes the beneficial owner, directly or
indirectly, of shares of capital Stock of the Company entitling such Person
to exercise in excess of 50% of the total outstanding voting power of all
classes of the Company's capital Stock entitled to vote generally in the
election of directors;

          (2) the Company shall consolidate with, or merge with or into
another Person or convey, transfer, lease or otherwise dispose of all or
substantially all of its assets to any Person, or any Person consolidates
with or merges with or into the Company, in any event pursuant to a
transaction in which the Company's outstanding voting Stock is converted
into or exchanged for cash, securities or other property, other than any
such transactions where:

               (i) the Company's voting Stock is not converted or exchanged
     at all (except to the extent necessary to reflect a change in the
     Company's jurisdiction of incorporation) or is converted into or
     exchanged for (i) voting Stock (other than Redeemable Capital Stock)
     of the surviving or transferee corporation or (ii) voting Stock (other
     than Redeemable Capital Stock) of the surviving or transferee
     corporation and cash, securities and other property (other than
     capital Stock of the surviving entity), and

               (ii) immediately after such transaction, no Person is the
     beneficial owner, directly or indirectly, of more than 50% of the
     total outstanding voting Stock of the surviving or transferee
     corporation;


                                  108
<PAGE>
          (3) during any consecutive two-year period, individuals who at
the beginning of such period constituted the Board of Directors (together
with any new directors whose election to such Board of Directors, or whose
nomination for election by the Company's stockholders, was approved by a
vote of 66-2/3% of the directors then still in office who were either
directors at the beginning of such period of whose election or nomination
for election was previously so approved) cease for any reason to constitute
a majority of the Board of Directors then in office;

          (4) the Company is liquidated or dissolved or a special
resolution is passed by the Company's stockholders approving the plan of
liquidation or dissolution other than in a transaction which complies with
the provisions described in Article 8 hereof.

          (d) "Redeemable Capital Stock" means any class of series of
capital Stock that, either by its terms, by the terms of any Security into
which it is convertible or exchangeable or by contract or otherwise, is, or
upon the happening of an event or passage of time would be, required to be
redeemed prior to the final stated maturity of the Securities or is
redeemable at the option of the holder thereof at any time prior to such
final stated maturity, or is convertible into or exchangeable for debt
securities at any time prior to such final stated maturity; provided,
however, that Redeemable Capital Stock shall not include any common Stock
the holder of which has the right to put to the Company upon certain
terminations of employment; and provided further, however, that any class
or series of capital Stock that would not constitute Redeemable Capital
Stock but for provisions thereof giving the holder thereof the right to
require the issuer of such capital Stock to repurchase or redeem such
capital Stock upon the occurrence of an "asset sale" or "change of control"
occurring prior to the final stated maturity of the Securities shall not
constitute Redeemable Capital Stock if the "asset sale" or "change of
control" provisions applicable to such class or series of capital Stock are
no more favorable to the holders of such capital Stock in any material
respect than the provisions of this Article XIV and such class or series of
capital Stock specifically provides that the issuer of such capital Stock
will not repurchase or redeem any such Stock pursuant to such provision
prior to the Company's repurchase of the Securities as required pursuant to
this Article XIV.

          Section 14.4 References to Change in Control Purchase Price.
Whenever in this Indenture 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 Change in Control Purchase Price payable in
respect of such Security to the extent


                                  109
<PAGE>
that such Change in Control Purchase Price is, was or would be so payable
at such time, and express mention of the Change in Control Purchase Price
in any provision of this Indenture shall not be construed as excluding the
Change in Control Purchase Price in those provisions of this Indenture when
such express mention is not made.

          Section 14.5 Covenant to Comply with Securities Laws upon
Purchase of Securities. In connection with any offer to purchase or
purchase of Securities under Section 14.1, the Company shall (i) comply
with Rule 13e-4 and Rule 14e-1 under the Exchange Act, if applicable, (ii)
file the related Schedule 13E-4 (or any successor schedule, form or report)
under the Exchange Act, if applicable, and (iii) otherwise comply with all
Federal and state securities laws regulating the offer and delivery of
shares of Common Stock upon purchase of the Securities (including positions
of the Commission under applicable no-action letters) so as to permit the
rights and obligations under Sections 14.1 to be exercised in the time and
in the manner specified in Sections 14.1.

          Section 14.6 Repayment to the Company. The Trustee and the
Paying Agent shall return to the Company, upon written request, any cash or
shares of Common Stock, together with interest on such cash as hereinafter
provided and dividends on such shares of Common Stock, if any, held by them
for the payment of a Change in Control Purchase Price of the Securities
that remain unclaimed as provided in paragraph 13 of the Securities;
provided, however, that to the extent that the aggregate amount of cash
deposited by the Company pursuant to Section 14.3 exceeds the aggregate
Change in Control Purchase Price of the Securities or portions thereof to
be purchased, then promptly after the Business Day following the Change in
Control Purchase Date the Trustee shall return any such excess to the
Company together with interest as hereinafter provided or dividends, if
any, thereon.

                [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                  110
<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.


                               COMMSCOPE, INC.

                               By:  /s/  Jearld Leonhardt
                                  --------------------------------
                                   Name:  Jearld Leonhardt
                                   Title: Executive Vice President
                                          and Chief Financial Officer


                               FIRST UNION NATIONAL BANK,
                                    as Trustee


                               By:  /s/ Shannon Schwartz
                                  --------------------------------
                                   Name:  Shannon Schwartz
                                   Title: Assistant Vice President