<PAGE>

                                                                  EXECUTION COPY

                                                                     Exhibit 4.2

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





                                SPX CORPORATION,
                                    as Issuer


                                  $500,000,000

                          7 1/2% Senior Notes due 2013

                                   ==========



                          FIRST SUPPLEMENTAL INDENTURE

                          Dated as of December 27, 2002



                                   ==========





                              JPMORGAN CHASE BANK,
                                   as Trustee

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

<PAGE>

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                 Page
<S>                                                                                              <C>
                                            ARTICLE I

Establishment, Definitions and Incorporation by Reference.......................................   2

SECTION 1.01.   Establishment...................................................................   2
SECTION 1.02.   Definitions.....................................................................   3
SECTION 1.03.   Other Definitions...............................................................  34
SECTION 1.04.   Incorporation by Reference of Trust Indenture Act...............................  35
SECTION 1.05.   Rules of Construction...........................................................  35
SECTION 1.06.   Definitive Securities...........................................................  36
SECTION 1.07.   Satisfaction and Discharge......................................................  36

                                            ARTICLE II

Redemption......................................................................................  37

SECTION 2.01.   Selection of Securities to Be Redeemed..........................................  37
SECTION 2.02.   Optional Redemption.............................................................  37
SECTION 2.03.   Mandatory Redemption............................................................  38

                                           ARTICLE III

Covenants.......................................................................................  38

SECTION 3.01.   Payment of Securities...........................................................  38
SECTION 3.02.   SEC Reports.....................................................................  39
SECTION 3.03.   Limitation on Indebtedness......................................................  39
SECTION 3.04.   Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.............  44
SECTION 3.05.   Limitation on Restricted Payments...............................................  45
SECTION 3.06.   Limitation on Liens.............................................................  51
SECTION 3.07.   Limitation on Sale/Leaseback Transactions.......................................  51
SECTION 3.08.   Limitation on Restrictions on Distributions from Restricted Subsidiaries........  52
SECTION 3.09.   Limitation on Sales of Assets and Subsidiary Stock..............................  55
SECTION 3.10.   Limitation on Affiliate Transactions............................................  58
SECTION 3.11.   Change of Control...............................................................  59
SECTION 3.12.   Further Instruments and Acts....................................................  61
SECTION 3.13.   Effectiveness of Covenants......................................................  61
SECTION 3.14.   Additional Covenants............................................................  61

                                            ARTICLE IV

Successor Company...............................................................................  62

SECTION 4.01.   Merger and Consolidation........................................................  62
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                    <C>
                                                  ARTICLE V

     Defaults and Remedies...........................................................................  63

     SECTION 5.01.   Events of Default...............................................................  63
     SECTION 5.02.   Acceleration....................................................................  66
     SECTION 5.03.   Other Remedies..................................................................  67
     SECTION 5.04.   Waiver of Past Defaults.........................................................  67
     SECTION 5.05.   Limitation on Suits.............................................................  67
     SECTION 5.06.   Rights of Holders to Receive Payment............................................  68
     SECTION 5.07.   Collection Suit by Trustee......................................................  68
     SECTION 5.08.   Trustee May File Proofs of Claim................................................  68
     SECTION 5.09.   Priorities......................................................................  68
     SECTION 5.10.   Undertaking for Costs...........................................................  69
     SECTION 5.11.   Control by Holders of Securities................................................  69
     SECTION 5.12.   Notices of Default; Compliance Certificate......................................  69

                                                  ARTICLE VI

     Defeasance and Covenant Defeasance..............................................................  70

     SECTION 6.01.   Defeasance......................................................................  70
     SECTION 6.02.   Conditions to Defeasance........................................................  71
     SECTION 6.03.   Application of Trust Money......................................................  72
     SECTION 6.04.   Repayment to Company............................................................  72
     SECTION 6.05.   Indemnity for U.S. Government Obligations.......................................  73
     SECTION 6.06.   Reinstatement...................................................................  73

                                                  ARTICLE VII

     Amendment and Waiver............................................................................  73

     SECTION 7.01.   Without Consent of Holders of Securities........................................  73
     SECTION 7.02.   With Consent of Holders of Securities...........................................  74
     SECTION 7.03.   Revocation and Effects of Consents and Waivers..................................  75
     SECTION 7.04.   Payment for Consent.............................................................  75

                                                 ARTICLE VIII

     Miscellaneous...................................................................................  75

     SECTION 8.01.   No Personal Liability of Directors, Officers, Employees and Stockholders........  75
     SECTION 8.02.   Priority of First Supplemental Indenture........................................  76
     SECTION 8.03.   Governing Law...................................................................  76
     SECTION 8.04.   Appointment of Security Registrar and Paying Agent..............................  76
     SECTION 8.05.   Table of Contents; Headings.....................................................  76
</TABLE>

EXHIBIT A         Form of the Security

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA                                                                                   Supplemental
Section                                                                               Indenture
                                                                                      Section
<S>                                                                                   <C>
310(a)(1)              .............................................................     N.A.
   (a)(2)              .............................................................     N.A.
   (a)(3)              .............................................................     N.A.
   (a)(4)              .............................................................     N.A.
   (b)                 .............................................................     N.A.
   (c)                 .............................................................     N.A.
311(a)                 .............................................................     N.A.
   (b)                 .............................................................     N.A.
   (c)                 .............................................................     N.A.
312(a)                 .............................................................     N.A.
   (b)                 .............................................................     N.A.
   (c)                 .............................................................     N.A.
313(a)                 .............................................................     N.A.
   (b)(1)              .............................................................     N.A.
   (b)(2)              .............................................................     N.A.
   (c)                 .............................................................     N.A.
   (d)                 .............................................................     N.A.
314(a)                 .............................................................     3.02
   (b)                 .............................................................     N.A.
   (c)(1)              .............................................................     N.A.
   (c)(2)              .............................................................     N.A.
   (c)(3)              .............................................................     N.A.
   (d)                 .............................................................     N.A.
   (e)                 .............................................................     N.A.
315(a)                 .............................................................     N.A.
   (b)                 .............................................................     N.A.
   (c)                 .............................................................     N.A.
   (d)                 .............................................................     N.A.
   (e)                 .............................................................     N.A.
316(a)(last sentence)  .............................................................     N.A.
   (a)(1)(A)           .............................................................     5.04
   (a)(1)(B)           .............................................................     7.02
   (a)(2)              .............................................................     N.A.
   (b)                 .............................................................     N.A.
317(a)(1)              .............................................................     N.A.
   (a)(2)              .............................................................     N.A.
   (b)                 .............................................................     N.A.
318(a)                 .............................................................     N.A.
</TABLE>

     N.A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of this Indenture.

                                       iv

<PAGE>

          FIRST SUPPLEMENTAL INDENTURE (the "First Supplemental Indenture"),
dated as of December 27, 2002, between SPX CORPORATION, a Delaware corporation
(the "Company"), and JPMORGAN CHASE BANK, a New York banking corporation (the
"Trustee"), as Trustee.

                             RECITALS OF THE COMPANY

          WHEREAS, the Company deems it necessary to issue from time to time for
its lawful purposes senior debt securities evidencing its unsecured and
unsubordinated indebtedness, which may or may not be convertible into or
exchangeable for any securities of any Person (including the Company), and has
duly authorized the execution and delivery of this First Supplemental Indenture;

          WHEREAS, the Company has heretofore entered into an Indenture, dated
as of December 27, 2002, with the Trustee (the "Original Indenture," as may be
amended and supplemented in respect of provisions relating to the 7 1/2% Senior
Notes due 2013, and together with the First Supplemental Indenture, the
"Indenture");

          WHEREAS, the Original Indenture is incorporated herein by this
reference;

          WHEREAS, the Indenture provides for the issuance from time to time of
a new series of securities, unlimited as to principal amount, to bear such rates
of interest, to mature at such times and to have such other provisions as shall
be fixed in accordance with the provisions of the Indenture, and the terms of
such series may be described by a supplemental indenture executed by the Company
and the Trustee;

          WHEREAS, the Company hereby proposes to create under the Indenture a
series of securities;

          WHEREAS, additional securities of other series hereafter established,
except as may be limited in the Indenture as at the time supplemented and
modified, may be issued from time to time pursuant to the Indenture as at the
time supplemented and modified;

          WHEREAS, this Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions;
and

          WHEREAS, all things necessary to make this First Supplemental
Indenture a valid agreement of the Company, and a valid amendment and supplement
to the Original Indenture, have been done.

          NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

          For and in consideration of the agreements and obligations set forth
herein and for other good and valuable consideration, the sufficiency of which
is hereby acknowledged, the parties hereto hereby agree, for the equal and
proportionate benefit of the Holders of the series of Securities established
hereby, as follows:

<PAGE>

                                                                               2

                                    ARTICLE I

            ESTABLISHMENT, DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.01. Establishment.

          Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of (i) the Company's 7 1/2%
Senior Notes due 2013, issued on the date hereof (the "Initial Securities") and
(ii) if and when issued, an unlimited principal amount of additional 7 1/2%
Senior Notes due 2013 in a registered offering (or in a registered exchange
offer) of the Company that may be offered from time to time subsequent to the
Issue Date subject to the terms of this Indenture (the "Additional Securities,"
and together with the Initial Securities, the "Securities"). Any reference to
"Securities" in this First Supplemental Indenture shall only refer to the 7 1/2%
Senior Notes due 2013 (including any Additional Securities) and not any
securities of a different series issued on a later date under the Indenture.

          The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Initial Securities issued
on the date hereof will be in an aggregate principal amount of $500,000,000. In
addition, the Company may issue, from time to time in accordance with the
provisions of this Indenture, including, without limitation, Section 301 of the
Original Indenture, Additional Securities. Furthermore, Securities may be
authenticated and delivered upon registration or transfer, or in lieu of, other
Securities pursuant to Section 303, 304, 305, 306, 310 or 906 of the Original
Indenture or in connection with an Asset Disposition Offer pursuant to Section
3.09 hereof or a Change of Control Offer pursuant to Section 3.11 hereof.

          The Initial Securities shall be known and designated as "7 1/2% Senior
Notes due 2013" of the Company. Additional Securities issued shall also be known
and designated as "7 1/2% Senior Notes due 2013" of the Company.

          With respect to any Additional Securities, the Company shall set forth
in a Board Resolution or an Officers' Certificate pursuant to a Board
Resolution, in addition to any information required by the Original Indenture,
the following information:

          (1) the aggregate principal amount of such Additional Securities to be
     authenticated and delivered pursuant to this Indenture; and

          (2) the issue price and the issue date of such Additional Securities.

          The Initial Securities and the Additional Securities shall be
considered collectively as a single class for all purposes of this Indenture.
Holders of the Initial Securities and the Additional Securities will vote and
consent together on all matters to which such Holders are entitled to vote or
consent as one class, and none of the Holders of the Initial Securities or the
Additional Securities shall have the right to vote or consent as a separate
class on any matter to which such Holders are entitled to vote or consent. By
means of a supplemental indenture to the Original Indenture and this First
Supplemental Indenture, Additional Securities may be issued in a private
placement (with or without registration rights); provided that appropriate
transfer

<PAGE>

                                                                               3

restrictions and legends for purposes of the Securities Act are included in such
provisions. Holders of Additional Securities issued in a private placement will
have all of the rights and obligations of other Holders of Securities under the
Indenture, with the exception of the transfer restrictions applicable to such
Additional Securities and the right to additional interest under an applicable
registration rights agreement, if any, and such Securities may be exchanged for
publicly registered Securities.

          SECTION 1.02. Definitions.

          (a) For all purposes of this First Supplemental Indenture and any
Securities issued hereunder:

                    (i)   Capitalized terms used herein without definition shall
               have the meanings specified in the Original Indenture;

                    (ii)  Each reference to "Indenture" in this First
               Supplemental Indenture shall mean the provisions of the Original
               Indenture and future amendments and supplements to the Original
               Indenture, including this First Supplemental Indenture,
               applicable to the Securities and exclusive of amendments and
               supplements that relate to future issuances of other series of
               securities issued at a later date under the Indenture;

                    (iii) All references in this First Supplemental Indenture to
               Articles and Sections, unless otherwise specified, refer to the
               corresponding Articles and Sections of this First Supplemental
               Indenture and, where so specified, to the Articles and Sections
               of the Original Indenture as supplemented, amended or modified by
               this First Supplemental Indenture;

                    (iv)  All references in the Original Indenture to Articles
               and Sections in the Original Indenture shall for purposes of the
               Securities be deemed references to the Articles and Sections of
               the Original Indenture as supplemented, amended or modified by
               this First Supplemental Indenture, including a deemed reference
               to a different section number in this First Supplemental
               Indenture that supplements, amends or modifies a Section in the
               Original Indenture; and

                    (v)   The terms "above," "below," "hereof," "herein,"
               "hereby," "hereto," "hereunder" and "herewith" in this First
               Supplemental Indenture refer to this First Supplemental
               Indenture.

          (b) For all purposes of this First Supplemental Indenture, the
following terms shall have the following definitions and shall supercede any
such definitions of the same terms in the Original Indenture:

          "Acquired Indebtedness" means Indebtedness (i) of a Person or any of
its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary or merges with or into a Restricted Subsidiary or with or into the
Company or (ii) assumed in connection with the

<PAGE>

                                                                               4

acquisition of assets, in each case whether or not Incurred by such Person in
connection with, or in anticipation or contemplation of, such Person becoming or
merging with or into a Restricted Subsidiary of the Company or such acquisition.
Acquired Indebtedness shall be deemed to have been Incurred, with respect to
clause (i) of the preceding sentence, on the date such Person becomes a
Restricted Subsidiary or merges with or into a Restricted Subsidiary or with or
into the Company and, with respect to clause (ii) of the preceding sentence, on
the date of consummation of such acquisition of assets.

          "Additional Assets" means:

          (1) any property or assets (other than Indebtedness and Capital Stock)
     to be used by the Company or a Restricted Subsidiary;

          (2) the Capital Stock of a Person that becomes a Restricted Subsidiary
     as a result of the acquisition of such Capital Stock by the Company or a
     Restricted Subsidiary of the Company; or

          (3) Capital Stock constituting a minority interest in any Person that
     at such time is a Restricted Subsidiary of the Company.

          "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 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;
provided that beneficial ownership of 10% or more of the Voting Stock of a
Person shall be deemed to be control.

          "Asset Disposition" means any direct or indirect sale, lease (other
than an operating lease entered into in the ordinary course of business),
transfer, issuance or other disposition, or a series of related sales, leases
(other than operating leases entered into in the ordinary course of business),
transfers, issuances or dispositions that are part of a common plan, of shares
of Capital Stock of a Subsidiary (other than directors' qualifying shares),
property or other assets (each referred to for the purposes of this definition
as a "disposition") by the Company or any of its Restricted Subsidiaries,
including any disposition by means of a merger, consolidation or similar
transaction.

          Notwithstanding the preceding, the following items shall not be deemed
to be Asset Dispositions:

          (1) a disposition by a Restricted Subsidiary to the Company or by the
     Company or a Restricted Subsidiary to a Restricted Subsidiary (other than a
     Receivables Entity);

          (2) the sale of Cash Equivalents in the ordinary course of business;

          (3) a disposition of inventory;

<PAGE>

                                                                               5

          (4)  a disposition of obsolete or worn out equipment or equipment that
is no longer useful in the conduct of the business of the Company and its
Restricted Subsidiaries and that is disposed of in each case in the ordinary
course of business;

          (5)  transactions permitted under Section 4.01 hereof;

          (6)  an issuance of Capital Stock by a Restricted Subsidiary of the
Company to the Company or to another Restricted Subsidiary (other than a
Receivables Entity);

          (7)  the making of a Permitted Investment or a Restricted Payment made
in accordance with Section 3.05 hereof;

          (8)  transfers of accounts receivable and related assets or an
interest therein of the type specified in the definition of "Qualified
Receivables Transaction" to a Receivables Entity;

          (9)  dispositions of long-term assets with an aggregate fair market
value per annum of $5.0 million (with unused amounts available to be used in
future years);

          (10) dispositions in connection with Permitted Liens;

          (11) the licensing or sublicensing of intellectual property or other
general intangibles and licenses, leases or subleases of other property in the
ordinary course of business which do not materially interfere with the business
of the Company and its Restricted Subsidiaries taken as a whole;

          (12) foreclosure on assets;

          (13) issuances by Inrange of shares of Inrange Capital Stock in a
Permitted Subsidiary Acquisition or in connection with a Permitted Joint Venture
or dispositions by the Company and its Restricted Subsidiaries of Inrange
Capital Stock; provided, that at the Company's option (x) the transaction
complies with Section 3.09 herein as if such transaction constituted an Asset
Disposition covered thereunder, (y) after giving effect to any such transaction,
Inrange or its acquiror is a Restricted Subsidiary of the Company or (z) the
Company's Investment in Inrange or its acquiror (valued on the same basis as the
valuation of Investments in Inrange) would qualify as, and would be deemed and
treated as, for subsequent calculations of Restricted Payments, a Restricted
Payment pursuant to the provisions of the first paragraph of Section 3.05 herein
in an amount equal to the aggregate of Investments made by the Company or its
Restricted Subsidiaries in Inrange after the Issue Date that, without
duplication, (a) constitute Permitted Investments (exclusive of clauses (17) and
(18) of such defined term) and (b) that pursuant to clause (c)(iv)(B) of Section
3.05 herein would no longer constitute Restricted Payments (it being understood
that the sum of clauses (a) and (b) is intended to equal the aggregate amount of
Investments as calculated under the definition of "Investment," with the
exception of clauses (17) and (18) of the definition of "Permitted Investment");

          (14) issuances by Inrange to management, employees (current or
former), directors and consultants of the Company, Inrange or any of their
Subsidiaries, of options

<PAGE>

                                                                               6

         and warrants to acquire shares of Inrange Capital Stock, and issuances
         of Inrange Capital Stock pursuant to the exercise of such options and
         warrants by such Persons, and, if at the time of such grant, the Common
         Stock of Inrange is not registered under Section 12 of the Exchange
         Act, at a price of not less than 85% of the fair market value of such
         Inrange Capital Stock (determined as of the date of the grant of such
         options or warrants);

                  (15)  the sale, transfer, issuance or other disposition or
         distribution of any Capital Stock of an Unrestricted Subsidiary; and

                  (16)  the exercise of conversion features in convertible
         Preferred Stock or convertible Indebtedness or the exercise of options,
         warrants or other similar instruments issued by a Person acquired by
         and that has become a Subsidiary of, or merged with or into, Inrange
         and its Subsidiaries issued by such Person prior to and outstanding on
         the date on which such Person became a Subsidiary of, or merged with or
         into, Inrange and its Subsidiaries (other than convertible Preferred
         Stock or convertible Indebtedness or options, warrants or other similar
         instruments issued (a) to provide all or any portion of the funds
         utilized to consummate the transaction or series of related
         transactions pursuant to which such Person became a Subsidiary of
         Inrange or was merged into a Subsidiary of Inrange or was otherwise
         acquired by Inrange and its Subsidiaries or (b) otherwise in connection
         with, or in contemplation of, such acquisition), in each case to the
         extent such exercise does not result in Net Cash Proceeds.

                  "Asset Swap" means the substantially concurrent purchase and
sale or exchange of business assets between the Company or any of its Restricted
Subsidiaries on the one hand and another Person on the other hand; provided that
any cash received must be applied in accordance with Section 3.09 hereof.

                  "Attributable Indebtedness" in respect of a Sale/Leaseback
Transaction means, as at the time of determination, the present value
(discounted at the interest rate assumed in making calculations in accordance
with Financial Accounting Standards No. 13 "Accounting for Leases") of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).

                  "Average Life" means, as of the date of determination, with
respect to any Indebtedness or Preferred Stock, the quotient obtained by
dividing (1) the sum of the products of the numbers of years from the date of
determination to the dates of each successive scheduled principal payment of
such Indebtedness or redemption or similar payment with respect to such
Preferred Stock multiplied by the amount of such payment by (2) the sum of all
such payments.

                  "Bankruptcy Law" means Title 11, United States Code or any
similar Federal or state law for the relief of debtors.

                  "Board of Directors" means, as to any Person, the board of
directors of such Person or any duly authorized committee thereof or the
equivalent body thereof.

                  "BOMAG" means BOMAG Holding, Inc., a Delaware corporation.

<PAGE>

                                                                               7

                  "BOMAG Receivable Facility" means the receivable financing of
BOMAG and/or its subsidiaries in effect on the Issue Date.

                  "Capital Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents (however designated) of corporate stock or other equity
participations including Preferred Stock and partnership interests, whether
general or limited, and limited liability company interests of such Person, but
excluding any debt securities convertible into such equity.

                  "Capitalized Lease Obligations" means with respect to any
Person, the obligations of such Person to pay rent or other amounts under any
lease of (or other arrangement conveying the right to use) real or personal
property, or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of such Person
under GAAP, and the amount of such obligations shall be the capitalized amount
thereof determined in accordance with GAAP, and the Stated Maturity thereof will
be the date of the last payment of rent or any other amount due under such lease
before the first date such lease may be terminated without penalty.

                  "Cash Equivalents" means:

                  (1) securities issued or directly and fully guaranteed or
         insured by the United States of America Government or any agency or
         instrumentality of the United States of America (provided that the full
         faith and credit of the United States of America is pledged in support
         thereof), having maturities of not more than one year from the date of
         acquisition;

                  (2) marketable general obligations issued by any state of the
         United States of America or any political subdivision of any such state
         or any public instrumentality thereof maturing within one year from the
         date of acquisition of the United States of America and, at the time of
         acquisition, having a credit rating of "A" or better from either
         Standard & Poor's Ratings Services or Moody's Investors Service, Inc.;

                  (3) certificates of deposit, time deposits, eurodollar time
         deposits, overnight bank deposits or bankers' acceptances having
         maturities of not more than one year from the date of acquisition
         thereof issued or guaranteed by any commercial bank the long-term debt
         of which is rated at the time of acquisition thereof at least "A" or
         the equivalent thereof by Standard & Poor's Ratings Services, or "A" or
         the equivalent thereof by Moody's Investors Service, Inc., and having
         combined capital and surplus in excess of $500.0 million;

                  (4) repurchase obligations or agreements with a term of not
         more than 30 days for underlying securities of the types described in
         clauses (1), (2) and (3) above entered into with any bank meeting the
         qualifications specified in clause (3) above;

                  (5) commercial paper rated at the time of acquisition thereof
         at least "A-2" or the equivalent thereof by Standard & Poor's Ratings
         Services or "P-2" or the equivalent thereof by Moody's Investors
         Service, Inc., or carrying an equivalent rating by a nationally
         recognized rating agency, if both of the two named rating agencies
         cease

<PAGE>

                                                                               8

         publishing ratings of investments, and in any case maturing within one
         year after the date of acquisition thereof;

                  (6) interests in any investment company or money market fund
         which invests substantially all of their assets in instruments of the
         type specified in clauses (1) through (5) above; and

                  (7) in the case of Foreign Subsidiaries (other than a holding
         company of Foreign Subsidiaries that otherwise would be a Domestic
         Subsidiary), substantially similar Investments to those set forth in
         clauses (1) through (6) above denominated in foreign currencies;
         provided that references to United States of America shall be deemed to
         mean foreign countries having a sovereign rating of "A" or better from
         either Standard & Poor's Ratings Services or Moody's Investors Service,
         Inc.

                  "Change of Control" means:

                  (1) any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
         beneficial owner (as defined in Rules 13d-3 and 13d-5 under the
         Exchange Act, except that such person or group shall be deemed to have
         "beneficial ownership" of all shares that any such person or group has
         the right to acquire, whether such right is exercisable immediately or
         only after the passage of time (exclusive of rights of first refusal,
         rights of first offer or similar rights which have not been
         exercised)), directly or indirectly, of more than 35% of the total
         voting power of the Voting Stock of the Company (or its successor by
         merger, consolidation or purchase of all or substantially all of its
         assets) (for the purposes of this clause, such person or group shall be
         deemed to beneficially own any Voting Stock of the Company held by a
         parent entity, if such person or group "beneficially owns" (as defined
         above), directly or indirectly, more than 35% of the voting power of
         the Voting Stock of such parent entity);

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

                  (3) the sale, lease, transfer, conveyance or other disposition
         (other than by way of merger or consolidation), in one or a series of
         related transactions, of all or substantially all of the assets of the
         Company and its Restricted Subsidiaries taken as a whole to any
         "person" (as such term is used in Sections 13(d) and 14(d) of the
         Exchange Act) (other than the Company or a Restricted Subsidiary); or

                  (4) the adoption by the stockholders of the Company of a plan
         or proposal for the liquidation or dissolution of the Company;

provided, that notwithstanding the foregoing the occurrence of a reorganization
that results in all the Capital Stock of the Company being held by a parent
entity (the "parent entity") shall not result in a Change of Control provided
that the shareholders of the parent entity immediately after such reorganization
are the shareholders of the Company immediately preceding such reorganization.

                  "Code" means the Internal Revenue Code of 1986, as amended.

<PAGE>

                                                                               9

                  "Commodity Price Protection Agreement" means any commodity
forward contract, commodity swap, commodity option or other similar financial
agreement or arrangement relating to, or the value of which is dependent on,
fluctuations in commodity prices.

                  "Common Stock" means with respect to any Person, any and all
shares, interests or other participations in, and other equivalents (however
designated and whether voting or nonvoting) of such Person's common stock (or
equivalents if such Person is not a corporation) whether or not outstanding on
the Issue Date, and includes, without limitation, all series and classes of such
common stock (or equivalents if such Person is not a corporation).

                  "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Securities to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to January 1, 2008.

                  "Comparable Treasury Price" means, with respect to any
Redemption Date, the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third Business Day preceding such Redemption Date, (i) as set forth in
the daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York or published on the website of the Federal
Reserve Bank of New York at http://www.ny.frb.org and designated "Composite 3:30
p.m. Quotations for the U.S. Government Securities" or (ii) if such release (or
any successor release) is not published or does not contain such prices on such
Business Day, the average of the Reference Treasury Dealer Quotations for such
redemption date.

                  "Consolidated Coverage Ratio" means as of any date of
determination, with respect to any Person, the ratio of (x) the aggregate amount
of Consolidated EBITDA of such Person for the period of the most recent four
consecutive fiscal quarters ending prior to the date of such determination for
which financial statements are in existence to (y) the aggregate amount of
Consolidated Interest Expense of such Person for such four fiscal quarters,
provided, however, that:

                  (1) if the Company or any Restricted Subsidiary:

                           (a) has Incurred any Indebtedness since the beginning
                  of such period that remains outstanding on such date of
                  determination or if the transaction giving rise to the need to
                  calculate the Consolidated Coverage Ratio is an Incurrence of
                  Indebtedness, Consolidated EBITDA and Consolidated Interest
                  Expense for such period will be calculated after giving effect
                  on a pro forma basis to such Indebtedness as if such
                  Indebtedness had been Incurred on the first day of such period
                  (except that in making such computation, the amount of
                  Indebtedness under any revolving credit facility outstanding
                  on the date of such calculation will be computed based on (i)
                  the average daily balance of such Indebtedness during such
                  four fiscal quarters or such shorter period for which such
                  facility was outstanding or (ii) if such facility was created
                  after the end of such four fiscal quarters, the average daily
                  balance of such Indebtedness during the period from

<PAGE>

                                                                              10

                  the date of creation of such facility to the date of such
                  calculation) and the discharge of any other Indebtedness
                  repaid, repurchased, defeased or otherwise discharged with the
                  proceeds of such new Indebtedness as if such discharge had
                  occurred on the first day of such period; or

                           (b) has repaid, repurchased, defeased or otherwise
                  discharged any Indebtedness since the beginning of the period
                  that is no longer outstanding on such date of determination or
                  if the transaction giving rise to the need to calculate the
                  Consolidated Coverage Ratio involves a discharge of
                  Indebtedness (in each case other than Indebtedness Incurred
                  under any revolving credit facility unless such Indebtedness
                  has been permanently repaid and the related commitment
                  terminated), Consolidated EBITDA and Consolidated Interest
                  Expense for such period will be calculated after giving effect
                  on a pro forma basis to such discharge of such Indebtedness,
                  including with the proceeds of such new Indebtedness, as if
                  such discharge had occurred on the first day of such period;

                  (2) if since the beginning of such period the Company or any
         Restricted Subsidiary will have disposed of any company, division,
         operating unit, segment or business constituting an Asset Disposition
         or other disposition or if the transaction giving rise to the need to
         calculate the Consolidated Coverage Ratio is an Asset Disposition or
         other disposition, in each case, of any company, division, operating
         unit, segment or business:

                           (a) the Consolidated EBITDA for such period will be
                  reduced by an amount equal to the Consolidated EBITDA (if
                  positive) directly attributable to the assets which are the
                  subject of such Asset Disposition or such other disposition
                  for such period or increased by an amount equal to the
                  Consolidated EBITDA (if negative) directly attributable
                  thereto for such period; and

                           (b) Consolidated Interest Expense for such period
                  will be reduced by an amount equal to the Consolidated
                  Interest Expense directly attributable to any Indebtedness of
                  the Company or any Restricted Subsidiary repaid, repurchased,
                  defeased or otherwise discharged with respect to the Company
                  and its continuing Restricted Subsidiaries in connection with
                  such Asset Disposition or such other disposition for such
                  period (or, if the Capital Stock of any Restricted Subsidiary
                  is sold, the Consolidated Interest Expense for such period
                  directly attributable to the Indebtedness of such Restricted
                  Subsidiary to the extent the Company and its continuing
                  Restricted Subsidiaries are no longer liable for such
                  Indebtedness after such sale);

                  (3) if since the beginning of such period the Company or any
         Restricted Subsidiary (by merger or otherwise) will have made an
         Investment in any Restricted Subsidiary (or any Person which becomes a
         Restricted Subsidiary or is merged with or into the Company) or an
         acquisition of assets, including any acquisition of assets occurring in
         connection with a transaction causing a calculation to be made
         hereunder, which constitutes all or substantially all of a company,
         division, operating unit, segment or business, Consolidated EBITDA and
         Consolidated Interest Expense for such period

<PAGE>

                                                                              11


          will be calculated after giving pro forma effect thereto (including
          the Incurrence of any Indebtedness) as if such Investment or
          acquisition occurred on the first day of such period; and

               (4) if since the beginning of such period any Person (that
          subsequently became a Restricted Subsidiary or was merged with or into
          the Company or any Restricted Subsidiary since the beginning of such
          period) will have Incurred any Indebtedness or discharged any
          Indebtedness or made any asset disposition referred to above or any
          Investment or acquisition of assets that would have required an
          adjustment pursuant to clause (2) or (3) above if made by the Company
          or a Restricted Subsidiary during such period, Consolidated EBITDA and
          Consolidated Interest Expense for such period will be calculated after
          giving pro forma effect thereto as if such Asset Disposition or
          Investment or acquisition of assets occurred on the first day of such
          period.

               For purposes of this definition, whenever pro forma effect is to
be given to any calculation under this definition, the pro forma calculations
will be determined in good faith by a responsible financial or accounting
officer of the Company. Any such pro forma calculations may include operating
expense reductions for such period expected to result from the acquisition which
is being given pro forma effect that (a) would be permitted pursuant to Article
11 of Regulation S-X under the Securities Act or (b) have been realized or for
which steps necessary for realization have been taken or are reasonably expected
to be taken within one year following any such acquisition, including, but not
limited to, the execution or termination of any contracts, the termination of
any personnel or the closing (or approval by the Board of Directors or Senior
Management of the Company of any closing) of any facility, as applicable,
provided that such adjustment are set forth in an Officers' Certificate signed
by the Company's Chief Financial Officer which states (i) the amount of such
adjustment or adjustments, (ii) that such adjustment or adjustments are based on
the reasonable good faith beliefs of the Officers executing such Officers'
Certificate at the time of such execution and (iii) that any related Incurrence
of Indebtedness is permitted pursuant to this Indenture. If any Indebtedness
bears a floating rate of interest and is being given pro forma effect, the
interest expense on such Indebtedness will be calculated as if the rate in
effect on the date of determination had been the applicable rate for the entire
period (taking into account any Interest Rate Agreement applicable to such
Indebtedness if such Interest Rate Agreement has a remaining term in excess of
12 months). If any Indebtedness that is being given pro forma effect bears an
interest rate at the option of the Company, the interest rate shall be
calculated by applying such optional rate chosen by the Company.

               "Consolidated EBITDA" for any period means, with respect to any
Person without duplication, the Consolidated Net Income of such Person for such
period, plus the following to the extent deducted in calculating such
Consolidated Net Income:

               (1) Consolidated Interest Expense;

               (2) Consolidated Income Taxes;

               (3) consolidated depreciation expense;

<PAGE>

                                                                              12

               (4) consolidated amortization expense or impairment charges
          recorded in connection with the application of Financial Accounting
          Standards No. 142 "Goodwill and Other Intangibles;"

               (5) other non-cash charges reducing Consolidated Net Income
          (excluding any such non-cash charge to the extent it represents an
          accrual of or reserve for cash charges in any future period or
          amortization of a prepaid cash expense that was paid in a prior period
          not included in the calculation);

               (6) any expenses or charges related to any Equity Offering,
          Permitted Investment or Indebtedness permitted to be incurred by this
          Indenture;

               (7) any restructuring or special charges appearing on the face of
          the statement of operations of the Company in accordance with GAAP in
          effect on the Issue Date; and

               (8) any increase in the cost of sales or other write-offs or
          other increased costs resulting from purchase accounting in relation
          to any acquisitions occurring after the Issue Date, net of taxes.

               Notwithstanding the preceding sentence, clauses (2) through (8)
above relating to amounts of a Restricted Subsidiary of a Person will be added
to Consolidated Net Income to compute Consolidated EBITDA of such Person only to
the extent (and in the same proportion) that the net income (loss) of such
Restricted Subsidiary was included in calculating the Consolidated Net Income of
such Person and, to the extent the amounts set forth in clauses (2) through (8)
above are in excess of those necessary to offset a net loss of such Restricted
Subsidiary or if such Restricted Subsidiary has net income for such period
included in Consolidated Net Income, only if a corresponding amount would be
permitted at the date of determination to be dividended to the Company by such
Restricted Subsidiary without prior approval, pursuant to the terms of its
charter and all agreements, instruments, judgments, decrees, orders, statutes,
rules and governmental regulations applicable to that Restricted Subsidiary or
its stockholders.

               "Consolidated Income Taxes" means, with respect to any Person for
any period, taxes incurred by such Person for any period as set forth on the
statement of operations for such Person and calculated in accordance with GAAP.

               "Consolidated Interest Expense" means, for any period, with
respect to the Company, the total interest expense of the Company and its
consolidated Restricted Subsidiaries, whether paid or accrued, net of interest
income included in interest expense as set forth on the statement of operations
of the Company plus, to the extent not included in such interest expense:

               (1) interest expense attributable to Capitalized Lease
          Obligations and the interest portion of rent expense associated with
          Attributable Indebtedness in respect of the relevant lease giving rise
          thereto, determined as if such lease were a capitalized lease in
          accordance with GAAP and the interest component of any deferred
          payment obligations;

               (2) amortization of debt discount and debt issuance costs;

<PAGE>

                                                                              13

               (3) non-cash interest expense;

               (4) commissions, discounts and other fees and charges owed with
          respect to letters of credit and bankers' acceptance financing;

               (5) the interest expense on Indebtedness of another Person that
          is Guaranteed by such Person or one of its Restricted Subsidiaries or
          secured by a Lien on assets of such Person or one of its Restricted
          Subsidiaries;

               (6) costs associated with Hedging Obligations related to
          Indebtedness (including amortization of fees);

               (7) the consolidated interest expense of the Company and its
          Restricted Subsidiaries that was capitalized during such period;

               (8) the product of (a) all dividends paid or payable in cash,
          Cash Equivalents or Indebtedness or accrued during such period on any
          series of Disqualified Stock of such Person or on Preferred Stock of
          its Restricted Subsidiaries payable to a party other than the Company
          or a Wholly-Owned Subsidiary, times (b) a fraction, the numerator of
          which is one and the denominator of which is one minus the then
          current combined federal, state, provincial and local statutory tax
          rate of such Person, expressed as a decimal, in each case, on a
          consolidated basis and in accordance with GAAP; and

               (9) the cash contributions to any employee stock ownership plan
          or similar trust to the extent such contributions are used by such
          plan or trust to pay interest or fees to any Person (other than the
          Company) in connection with Indebtedness Incurred by such plan or
          trust;

provided, however, that there will be excluded therefrom any such interest
expense of any Unrestricted Subsidiary to the extent the related Indebtedness is
not Guaranteed or paid by the Company or any Restricted Subsidiary.

               Notwithstanding the foregoing, total interest expense will be
determined (i) after giving effect to any net payments made or received by the
Company and its Subsidiaries with respect to Hedging Obligations related to
Indebtedness, (ii) exclusive of amounts classified as other comprehensive income
in the balance sheet of the Company, (iii) exclusive of noncash interest expense
attributable to ineffective Hedging Obligations related to Indebtedness and (iv)
exclusive of any costs associated with the settlement of an underlying Hedging
Obligation related to Indebtedness and the writeoff of deferred financing costs,
in each case in connection with a refinancing. Notwithstanding anything to the
contrary contained herein, Receivables Fees, commissions, yield and other fees
and charges Incurred in connection with any transaction pursuant to which the
Company or its Restricted Subsidiaries may sell, convey or otherwise transfer or
grant a security interest in any Receivables or related assets shall be included
in Consolidated Interest Expense.

               "Consolidated Net Income" means, for any period, the net income
(loss) of the Company and its consolidated Restricted Subsidiaries determined in
accordance with GAAP; provided, however, that there will not be included in such
Consolidated Net Income:

<PAGE>

                                                                              14

               (1) any net income (loss) of any Person if such Person is not a
          Restricted Subsidiary, except that:

                    (a) subject to the limitations contained in clauses (3), (4)
               and (5) below, the Company's equity in the net income of any such
               Person for such period will be included in such Consolidated Net
               Income up to the aggregate amount of cash actually distributed by
               such Person during such period to the Company or a Restricted
               Subsidiary as a dividend or other distribution (subject, in the
               case of a dividend or other distribution to a Restricted
               Subsidiary, to the limitations contained in clause (2) below);
               and

                    (b) the Company's equity in a net loss of any such Person
               (other than an Unrestricted Subsidiary) for such period will be
               included in determining such Consolidated Net Income to the
               extent such loss has been funded with cash from the Company or a
               Restricted Subsidiary;

               (2) any net income (but not loss) of any Restricted Subsidiary to
          the extent such Restricted Subsidiary is subject to restrictions,
          directly or indirectly, on the payment of dividends or the making of
          distributions by such Restricted Subsidiary, directly or indirectly,
          to the Company, except that:

                    (a) subject to the limitations contained in clauses (3), (4)
               and (5) below, the Company's equity in the net income of any such
               Restricted Subsidiary for such period will be included in such
               Consolidated Net Income up to the aggregate amount of cash that
               could have been distributed by such Restricted Subsidiary during
               such period to the Company or another Restricted Subsidiary as a
               dividend (subject, in the case of a dividend to another
               Restricted Subsidiary, to the limitation contained in this
               clause);

                    (b) any net income (loss) of Foreign Subsidiaries subject to
               such restrictions will be included in Consolidated Net Income;
               and

                    (c) the Company's equity in a net loss of any such
               Restricted Subsidiary for such period will be included in
               determining such Consolidated Net Income;

               (3) (x) any gain (loss) realized upon the sale or other
          disposition of any property, plant or equipment of the Company or its
          consolidated Restricted Subsidiaries (including pursuant to any
          Sale/Leaseback Transaction) which is not sold or otherwise disposed of
          in the ordinary course of business, (y) any gain or loss recorded in
          connection with the designation of a discontinued operation (exclusive
          of its operating income or loss) and (z) any gain (loss) realized upon
          the sale or other disposition of any Capital Stock of any Person;

               (4) any extraordinary gain or loss;

               (5) the cumulative effect of a change in accounting principles;
          and

<PAGE>

                                                                              15

               (6) any noncash compensation charges or other noncash expenses or
          charges arising from the grant of or issuance or repricing of stock,
          stock options or other equity-based awards or any amendment,
          modification, substitution or change of any such stock, stock options
          or other equity-based awards.

               "Continuing Directors" means, as of the date of determination,
any member of the Board of Directors of the Company who: (1) was a member of
such Board of Directors on the date of this Indenture; or (2) was nominated for
election or elected or appointed to such Board of Directors with the approval of
a majority of the Continuing Directors who were members of such Board at the
time of such nomination, election or appointment.

               "Corporate Trust Office" means the principal office of the
Trustee at which, at any particular time, its corporate trust business shall be
administered, which office at the date hereof is located at 4 New York Plaza,
15th Floor, New York, New York 10004, or such other address as the Trustee may
designate from time to time by notice to the Company or the principal corporate
office of any successor trustee (or such other address as a successor trustee
may designate from time to time by notice to the Company).

               "Currency Agreement" means in respect of a Person any foreign
exchange contract, currency swap agreement, futures contract, option contract or
other similar agreement or arrangement as to which such Person is a party or a
beneficiary.

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

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

               "Designated Noncash Consideration" means the fair market value of
noncash consideration received by the Company or any of its Restricted
Subsidiaries in connection with an Asset Disposition that is conclusively
designated pursuant to an Officers' Certificate. The aggregate fair market value
of the Designated Noncash Consideration, taken together with the fair market
value at the time of receipt of all other Designated Noncash Consideration
designated as Designated Noncash Consideration since the date of this Indenture
and remaining outstanding (exclusive of the effect of writeoffs or impairment
charges), may not exceed 2.5% of Total Tangible Assets at the time of the
receipt of the Designated Noncash Consideration (with the fair market value
being measured at the time received and without giving effect to subsequent
changes in value).

               "Disqualified Stock" means, with respect to any Person, any
Capital Stock of such Person which by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable at the option of
the holder thereof) or upon the happening of any event:

               (1) matures or is mandatorily redeemable pursuant to a sinking
          fund obligation or otherwise;

<PAGE>

                                                                              16

                  (2) is convertible or exchangeable for Indebtedness or
         Disqualified Stock (excluding Capital Stock which is convertible or
         exchangeable solely at the option of the Company or a Restricted
         Subsidiary); or

                  (3) is redeemable at the option of the holder thereof of the
         Capital Stock, in whole or in part,

in each case on or prior to the date that is 91 days after the date (a) on which
the Securities mature or (b) on which there are no Securities outstanding,
provided that only the portion of Capital Stock which so matures or is
mandatorily redeemable, is so convertible or exchangeable or is so redeemable at
the option of the holder thereof before such date will be deemed to be
Disqualified Stock; provided, further, that any Capital Stock that would
constitute Disqualified Stock solely because the holders thereof have the right
to require the Company to repurchase such Capital Stock upon the occurrence of a
change of control or asset sale (each defined in a substantially identical
manner to the corresponding definitions in this Indenture) shall not constitute
Disqualified Stock if the terms of such Capital Stock (and all such securities
into which it is convertible or for which it is redeemable or exchangeable)
provide that the Company may not repurchase or redeem any such Capital Stock
(and all such securities into which it is convertible or for which it is
redeemable or exchangeable) pursuant to such provision prior to compliance by
the Company with Sections 3.09 and 3.11 hereof and such repurchase or redemption
complies with Section 3.05 hereof.

                  "Domestic Subsidiary" means any Restricted Subsidiary that is
organized under the laws of the United States of America or any state thereof or
the District of Columbia (other than a Foreign Subsidiary).

                  "Equity Offering" means a public or private sale for cash of
Common Stock or Preferred Stock (other than Disqualified Stock) of the Company,
other than public offerings with respect to the Company's Common Stock
registered on Forms S-4 or S-8.

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

                  "Foreign Subsidiary" means any Restricted Subsidiary that (x)
is not organized under the laws of the United States of America or any state
thereof or the District of Columbia or (y) is organized under the laws of the
United States of America or any state thereof or the District of Columbia but
has no material asset other than Capital Stock of one or more Persons described
in clause (x) above.

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect (i) with respect to periodic reporting
requirements, from time to time and (ii) otherwise, as of the date of this
Indenture, including those set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as approved by
a significant segment of the accounting profession. All ratios and computations
based on GAAP contained in this Indenture will be computed in conformity with
GAAP.

<PAGE>

                                                                              17

                  "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness of any other
Person and any obligation, direct or indirect, contingent or otherwise, of such
Person:

                  (1) to purchase or pay (or advance or supply funds for the
         purchase or payment of) such Indebtedness of such other Person (whether
         arising by virtue of partnership arrangements, or by agreement to
         keep-well, to purchase assets, goods, securities or services, to
         take-or-pay, or to maintain financial statement conditions or
         otherwise); or

                  (2) entered into for purposes of assuring the obligee of such
         Indebtedness of the payment thereof or to protect such obligee against
         loss in respect thereof (in whole or in part);

provided, however, that the term "Guarantee" will not include endorsements for
collection or deposit in the ordinary course of business, purchase and customer
arrangements in the ordinary course of business, Standard Securitization
Undertakings or "comfort" letters delivered to auditors in connection with
statutory audits. The term "Guarantee" used as a verb has a corresponding
meaning.

                  "Guarantor Subordinated Obligation" means, with respect to a
Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether
outstanding on the Issue Date or thereafter Incurred) which is expressly
subordinate in right of payment to the obligations of such Subsidiary Guarantor
under its Subsidiary Guarantee pursuant to a written agreement.

                  "Hedging Obligations" of any Person means the obligations of
such Person pursuant to any Interest Rate Agreement, Currency Agreement or
Commodity Price Protection Agreement.

                  "Incur" means issue, create, assume, Guarantee, incur or
otherwise become liable for; provided, however, that any Indebtedness or Capital
Stock of a Person existing at the time such Person becomes a Restricted
Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be
deemed to be incurred by such Restricted Subsidiary at the time it becomes a
Restricted Subsidiary; and the terms "Incurred" and "Incurrence" have meanings
correlative to the foregoing.

                  "Indebtedness" means, with respect to any Person on any date
of determination (without duplication):

                  (1) the principal of and premium (if any) in respect of
         indebtedness of such Person for borrowed money;

                  (2) the principal of and premium (if any) in respect of
         obligations of such Person evidenced by bonds, debentures, notes or
         other similar debt instruments of such nature;

                  (3) the principal component of all obligations of such Person
         in respect of letters of credit, bankers' acceptances or other similar
         instruments (including reimbursement obligations with respect thereto
         except to the extent such reimbursement obligation relates to a trade
         payable and such obligation is satisfied within 30 days of Incurrence);

<PAGE>

                                                                              18

                  (4) the principal component of all obligations of such Person
         to pay the deferred purchase price of property (except trade payables),
         which purchase price is due more than six months after the date of
         placing such property in service or taking delivery and title thereto,
         other than earn-out and similar provisions;

                  (5) Capitalized Lease Obligations and all Attributable
         Indebtedness of such Person;

                  (6) the principal component or liquidation preference of all
         obligations of such Person with respect to the redemption, repayment or
         other repurchase of any Disqualified Stock or, with respect to any
         Subsidiary, any Preferred Stock (but excluding, in each case, any
         accrued dividends);

                  (7) the principal component of all Indebtedness of other
         Persons secured by a Lien on any asset of such Person, whether or not
         such Indebtedness is assumed by such Person; provided, however, that
         the amount of such Indebtedness will be the lesser of (a) the fair
         market value of such asset at such date of determination and (b) the
         amount of such Indebtedness of such other Persons; provided, further,
         that a pledge of the Capital Stock issued by a Person shall not be
         deemed a Lien on an asset of such Person;

                  (8) the principal component of Indebtedness of other Persons
         to the extent Guaranteed by such Person; and

                  (9) to the extent not otherwise included in this definition,
         net obligations of such Person under Currency Agreements, Interest Rate
         Agreements and Commodity Price Protection Agreements (the amount of any
         such obligations to be equal at any time to the termination value of
         such agreement or arrangement giving rise to such obligation that would
         be payable by such Person at such time).

                  The amount of Indebtedness of any Person at any date will be
the outstanding balance at such date of all unconditional obligations as
described above and the maximum liability, upon the occurrence of the
contingency giving rise to the obligation, of any contingent obligations at such
date.

                  In addition, "Indebtedness" of any Person shall include
Indebtedness described in the preceding paragraph that would not appear as a
liability on the balance sheet of such Person if such Indebtedness is the
obligation of a partnership or joint venture that is not a Restricted Subsidiary
(a "Joint Venture") and either:

                  (1) such Person or a Restricted Subsidiary of such Person is
         a general partner of the Joint Venture (a "General Partner"); or

                  (2) there is recourse, by contract or operation of law, with
         respect to the payment of such Indebtedness to property or assets of
         such Person or a Restricted Subsidiary of such Person.

                  "Independent Investment Banker" means the Reference Treasury
         Dealer appointed by the Company.

<PAGE>

                                                                              19

                  "Inrange" means Inrange Technologies Corporation or any
successor thereto.

                  "Interest Rate Agreement" means with respect to any Person any
interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement as to which such Person is party or a
beneficiary.

                  "Investment" means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates) in the form
of any direct or indirect advance, loan (other than advances to customers or
trade receivables in the ordinary course of business) or other extension of
credit (including by way of Guarantee or similar arrangement, but excluding any
debt or extension of credit represented by a bank deposit other than a time
deposit) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase or acquisition of Capital Stock, Indebtedness or
other similar instruments issued by, such Person and in any such case would be
classified as an investment on a balance sheet prepared in accordance with GAAP;
provided that none of the following will be deemed to be an Investment:

                  (1)  Hedging Obligations not entered into for speculative
         purposes and in compliance with this Indenture;

                  (2)  endorsements of negotiable instruments and documents in
         the ordinary course of business; and

                  (3) an acquisition of assets, Capital Stock or other
         securities by the Company or a Subsidiary for consideration to the
         extent such consideration consists of Common Stock of the Company.

In addition, for the sake of clarity, repayments of loans are not Investments.

For purposes of this Indenture,

                  (1) "Investment" will include the portion (proportionate to
         the Company's equity interest in a Restricted Subsidiary to be
         designated as an Unrestricted Subsidiary) of the fair market value of
         the net assets of such Restricted Subsidiary of the Company at the time
         that such Restricted Subsidiary is designated an Unrestricted
         Subsidiary; provided, however, that notwithstanding the foregoing, (w)
         Inrange and its Subsidiaries shall each be designated Unrestricted
         Subsidiaries on the Issue Date and the Investments of the Company and
         its Restricted Subsidiaries in Inrange and its Subsidiaries on the
         Issue Date shall be deemed to be zero with future determinations of the
         Company's Investment in Inrange and its Subsidiaries determined in
         accordance with clause (3) below, (x) upon a redesignation of an
         Unrestricted Subsidiary as a Restricted Subsidiary (including Inrange
         and its Subsidiaries), the Company will be deemed to continue to have a
         permanent "Investment" in an Unrestricted Subsidiary in an amount (if
         positive) equal to (a) the Company's "Investment" in such Subsidiary at
         the time of such redesignation less (b) the portion (proportionate to
         the Company's equity interest in such Subsidiary) of the fair market
         value of the net assets (as conclusively determined by the Board of
         Directors of

<PAGE>

                                                                              20

         the Company or Senior Management in good faith) of such Subsidiary at
         the time that such Subsidiary is so re-designated a Restricted
         Subsidiary and (y) in the event the Company redesignates Inrange and
         its Subsidiaries as Unrestricted Subsidiaries subsequent to the Issue
         Date, such action will result in an Investment in Unrestricted
         Subsidiaries in an amount equal to the sum of, without duplication, (A)
         the amount of Permitted Investments made in Inrange (with the exception
         of clauses (17) and (18) of such defined term) since the Issue Date and
         (B) amounts that no longer constitute Restricted Payments pursuant to
         clause (c)(iv)(B) of Section 3.05 hereof;

                  (2) any property transferred to or from an Unrestricted
         Subsidiary will be valued at its fair market value at the time of such
         transfer, in each case as determined in good faith by Senior Management
         of the Company with respect to property valued in good faith by such
         officer to be equal to or less than $50.0 million and otherwise by the
         Board of Directors of the Company. Except with respect to Inrange and
         its Subsidiaries (which shall be treated as a Restricted Payment, if
         any, pursuant to clause (13) of the definition of Asset Disposition),
         if the Company or any Restricted Subsidiary of the Company sells or
         otherwise disposes of any Voting Stock of any Restricted Subsidiary of
         the Company such that, after giving effect to any such sale or
         disposition, such entity is no longer a Subsidiary of the Company, the
         Company shall be deemed to have made an Investment on the date of any
         such sale or disposition equal to the fair market value (as
         conclusively determined by Senior Management of the Company in good
         faith) of the Capital Stock of such Subsidiary not sold or disposed of;
         and

                  (3) for all purposes of the Indenture, (w) the Company's
         "Investment" in Inrange and its Subsidiaries after the Issue Date shall
         be deemed to be the aggregate value of all Investments in Inrange
         (valued at the time of each Investment) and its Subsidiaries that are
         made by the Company or any Restricted Subsidiary (other than Inrange
         and its Subsidiaries) in Inrange or its Subsidiaries after the Issue
         Date minus the aggregate amount of such amounts that have previously
         been treated as a Restricted Payment pursuant to the first paragraph of
         Section 3.05 hereof and at the time of calculation continue to be
         reflected as a Restricted Payment after giving effect to any previous
         applications of the provisions of the Indenture, including, without
         limitation, clause (c)(iv) of the first paragraph of Section 3.05
         hereof (and shall not be based on the fair market value of Inrange),
         (x) the value of Investments in Inrange and its Subsidiaries shall be
         reduced by the fair market value of any assets transferred (net of the
         fair market value of any consideration received therefor) by Inrange or
         its Subsidiaries to the Company or any of its Restricted Subsidiaries
         (other than Inrange and its Subsidiaries), such assets and
         consideration to be valued on the day of such transfer, (y) the value
         of assets of any kind that are acquired by Inrange or any of its
         Subsidiaries using Capital Stock, funds or other assets not provided by
         the Company or any of its Restricted Subsidiaries (other than Inrange
         and its Subsidiaries) shall be excluded from the calculation of the
         Company's "Investment" in Inrange and its Subsidiaries after the Issue
         Date, and (z) for purposes of calculating the value of (i) Investments
         made in Inrange and its Subsidiaries or (ii) assets transferred by
         Inrange or any of its Subsidiaries to the Company and any of its
         Restricted Subsidiaries (and any consideration received by Inrange and
         its Subsidiaries in exchange therefor), the fair market value of such
         Investment on the date that such Investment is made or asset (or
         consideration received in

<PAGE>

                                                                              21

      exchange therefor) is transferred (as conclusively determined by Senior
      Management of the Company) will be used and such calculation will not be
      affected by any increase or decrease in the value of such Investment or
      asset (or consideration received in exchange therefor) since the date that
      it was made or transferred.

            "Investment Grade Status," with respect to the Company, shall occur
when the Securities receive a rating of "BBB-" or higher from Standard & Poor's
Ratings Services and a rating of "Baa3" or higher from Moody's Investors
Service, Inc.

            "Issue Date" means December 27, 2002.

            "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof).

            "Net Available Cash" from an Asset Disposition or other disposition
means cash payments received (including any cash payments received by way of
deferred payment of principal pursuant to a note or installment receivable or
otherwise, but only as and when received, but excluding any other consideration
received in the form of assumption by the acquiring Person of Indebtedness or
other obligations relating to the properties or assets that are the subject of
such Asset Disposition or received in any other noncash form) therefrom, in each
case net of:

            (1) all legal, accounting, investment banking, title and recording
      tax expenses, commissions and other fees and expenses incurred, and all
      Federal, state, provincial, foreign and local taxes required to be paid or
      accrued as a liability under GAAP, as a consequence of such Asset
      Disposition;

            (2) all payments made on any Indebtedness which is secured by any
      assets subject to such Asset Disposition, in accordance with the terms of
      any Lien upon such assets, or which must by its terms, or in order to
      obtain a necessary consent to such Asset Disposition, or by applicable law
      be repaid out of the proceeds from such Asset Disposition;

            (3) all distributions and other payments required to be made to
      minority interest holders in Subsidiaries or joint ventures as a result of
      such Asset Disposition; and

            (4) the deduction of appropriate amounts to be provided by the
      seller as a reserve, in accordance with GAAP, against any liabilities
      associated with the assets disposed of in such Asset Disposition and
      retained by the Company or any Restricted Subsidiary after such Asset
      Disposition.

            "Net Cash Proceeds," with respect to any issuance or sale of Capital
Stock, means the cash proceeds of such issuance or sale (after giving effect to
reserves for post-closing adjustments or indemnity payments) net of attorneys'
fees, accountants' fees, investment bankers', underwriters' or placement agents'
fees, listing fees, discounts or commissions and brokerage and sales commissions
or fees, financial advisors and consultants and other fees and charges actually
incurred in connection with such issuance or sale and net of taxes paid or

<PAGE>
                                                                              22

payable as a result of such issuance or sale (after taking into account any
available tax credit or deductions and any tax sharing arrangements).

            "Non-Recourse Debt" means Indebtedness:

            (1) with the exception of the Guarantee permitted by clause (18) of
      the definition of Permitted Investments, as to which neither the Company
      nor any Restricted Subsidiary (a) provides any Guarantee or credit support
      of any kind (including any undertaking, guarantee, indemnity, agreement or
      instrument that would constitute Indebtedness, but excluding (x) any loan
      or advance or Investment by the Company to or in an Unrestricted
      Subsidiary or (y) any Standard Securitization Undertakings) or (b) is
      directly or indirectly liable (as a guarantor or otherwise) for the
      payment of such Indebtedness;

            (2) with respect to which no default (including any rights that the
      holders thereof may have to take enforcement action against an
      Unrestricted Subsidiary) would permit (upon notice, lapse of time or both)
      any holder of any other Indebtedness of the Company or any Restricted
      Subsidiary to declare a default under such other Indebtedness or cause the
      payment of such other Indebtedness to be accelerated or payable before its
      Stated Maturity (except Indebtedness of a Receivables Entity in connection
      with a Qualified Receivables Transaction); and

            (3) the terms of which do not provide for any recourse against any
      of the assets of the Company or its Restricted Subsidiaries for the
      payment of such Indebtedness, except that Standard Securitization
      Undertakings shall not be considered recourse.

            "Officer" means the Chairman of the Board, the President, any Vice
President, the Treasurer or the Secretary of the Company.

            "Officers' Certificate" means a certificate signed by two Officers
or by an Officer and either an Assistant Treasurer or an Assistant Secretary of
the Company.

            "Opinion of Counsel" means a written opinion from legal counsel who
is acceptable to the Trustee. The counsel may be an employee of or counsel to
the Company or the Trustee.

            "Pari Passu Indebtedness" means Indebtedness that ranks equally in
right of payment to the Securities.

            "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary:

            (1) in the Company or a Restricted Subsidiary (other than a
      Receivables Entity) or a Person which will, upon the making of such
      Investment, become a Restricted Subsidiary (other than a Receivables
      Entity), in each case including any Investment deemed to be made upon the
      designation of an Unrestricted Subsidiary as a Restricted Subsidiary and
      upon the purchase of Capital Stock of a Person that becomes a Restricted
      Subsidiary;

<PAGE>
                                                                              23

            (2) in another Person if as a result of such Investment such other
      Person is merged or consolidated with or into, or transfers or conveys all
      or substantially all its assets to, the Company or a Restricted Subsidiary
      (other than a Receivables Entity);

            (3) in cash and Cash Equivalents;

            (4)  in receivables owing to the Company or any Restricted
      Subsidiary or negotiable instruments held for collection created or
      acquired in the ordinary course of business;

            (5)  in payroll, travel, commission and similar advances to cover
      matters that are expected at the time of such advances ultimately to be
      treated as expenses for accounting purposes and that are made in the
      ordinary course of business;

            (6)  in loans or advances to employees (other than executive
      officers) and consultants made in the ordinary course of business and in
      compliance with applicable law;

            (7)  in stock, obligations or securities received in settlement or
      good faith compromise of debts created in the ordinary course of business
      and owing to the Company or any Restricted Subsidiary or in satisfaction
      of judgments or pursuant to any plan of reorganization or similar
      arrangement upon the bankruptcy or insolvency of a debtor;

            (8)  made as a result of the receipt of non-cash consideration from
      an asset disposition that was made in compliance with Section 3.09 hereof;

            (9)  in existence on the Issue Date;

            (10) Currency Agreements, Interest Rate Agreements, Commodity Price
      Protection Agreements and related Hedging Obligations, which transactions
      or obligations are Incurred in compliance with Section 3.03 hereof;

            (11) by the Company or any of its Restricted Subsidiaries, together
      with all other Investments pursuant to this clause (11), in an aggregate
      amount outstanding at the time of such Investment not to exceed 5% of
      Total Tangible Assets at the time of such Investment (with the fair market
      value of such Investment being measured at the time made and without
      giving effect to subsequent changes in value); provided, that this clause
      (11) is not available for Investments in Inrange or its Subsidiaries if
      such entities are Unrestricted Subsidiaries;

            (12) Guarantees issued in accordance with Section 3.03 hereof;

            (13) by the Company or a Restricted Subsidiary in a Receivables
      Entity or any Investment by a Receivables Entity in any other Person, in
      each case, in connection with a Qualified Receivables Transaction,
      provided, however, that any Investment in any such Person is in the form
      of a Purchase Money Note, or any equity interest or interests in
      Receivables and related assets generated by the Company or a Restricted
      Subsidiary and

<PAGE>

                                                                              24

      transferred to any Person in connection with a Qualified Receivables
      Transaction or in any such Person owning such Receivables;

            (14) in Permitted Joint Ventures, not to exceed 5% of Total Tangible
      Assets in the aggregate outstanding at any one time (the value of each
      Investment being measured at the time made and without giving effect to
      subsequent changes in value);

            (15) loans or advances to customers or suppliers in the ordinary
      course of business which do not exceed $25.0 million outstanding at any
      time;

            (16) any Investment received in exchange for the Capital Stock of an
      Unrestricted Subsidiary and Investments owned by an Unrestricted
      Subsidiary upon its redesignation as a Restricted Subsidiary;

            (17) additional Investments in Inrange or any of its Subsidiaries
      not to exceed $50.0 million outstanding at any time; provided, that
      Inrange is a Subsidiary of the Company on the date of such Investments;

            (18) Guarantees of Indebtedness of Inrange or any of its
      Subsidiaries in an aggregate principal amount not to exceed $75.0 million
      outstanding at any time; provided, that Inrange is a Subsidiary of the
      Company and Inrange has not disposed of all or substantially all of its
      assets; and such provision shall not be deemed to permit any payment under
      any such Guarantee which payment shall be deemed a Restricted Payment
      under the first paragraph of Section 3.05; and

            (19) Indebtedness of the Company or a Restricted Subsidiary under
      clause (3) of the second paragraph of Section 3.03 hereof.

            "Permitted Joint Venture" means, with respect to any Person, (a) any
corporation, association, or other business entity (other than a partnership) of
which at least 20% of the total voting power of shares of Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof (or persons performing similar
functions) is at the time of determination owned or controlled, directly or
indirectly, by such Person or one or more of the Restricted Subsidiaries of that
Person or a combination thereof and (b) any partnership, joint venture, limited
liability company or similar entity of which at least 20% of the capital
accounts, distribution rights, total equity and voting interests or general or
limited partnership interests, as applicable, are owned or controlled, directly
or indirectly, by such Person or one or more of the other Restricted
Subsidiaries of that Person or a combination thereof whether in the form of
membership, general, special or limited partnership interests or otherwise.

            "Permitted Liens" means, with respect to any Person:

            (1)  Liens securing Indebtedness and other obligations of the
Company or any Restricted Subsidiary under a Senior Credit Agreement and related
Hedging Obligations and Liens on assets of Restricted Subsidiaries securing
Guarantees of Indebtedness and other obligations of the Company or any
Restricted Subsidiary under a Senior Credit Agreement permitted to be Incurred
under this Indenture; provided, however, that any

<PAGE>
                                                                              25

Lien created in connection with any registered offering of securities under the
Securities Act or a private placement of securities (including under Rule 144A
or Regulation S) pursuant to an exemption from the registration requirements of
the Securities Act shall be excluded from this clause (1);

            (2)  pledges, deposits or security by such Person under workmen's
compensation, unemployment insurance and other social security laws or
regulations, or deposits to secure the performance of tenders, contracts (other
than for the payment of Indebtedness) or leases, or deposits to secure public or
statutory obligations of such Person, or deposits as security for contested
taxes or import or customs duties or for the payment of rent, or deposits or
other security securing liabilities to insurance carriers under insurance or
self-insurance arrangements, in each case Incurred in the ordinary course of
business;

            (3)  Liens imposed by law, including carriers', warehousemen's,
materialmen's, repairman's and mechanics' Liens, in each case for sums not
overdue by more than 30 days or being contested in good faith by appropriate
proceedings if a reserve or other appropriate provisions, if any, as shall be
required by GAAP shall have been made in respect thereof;

            (4)  Liens for taxes, assessments or other governmental charges not
yet subject to penalties for non-payment or which are being contested in good
faith by appropriate proceedings provided appropriate reserves required pursuant
to GAAP have been made in respect thereof;

            (5)  Liens in respect of surety, indemnity, bid, warranty, release,
appeal or performance or similar bonds or letters of credit or bankers'
acceptances issued, and completion guarantees provided for, in each case in the
ordinary course of its business;

            (6)  encumbrances, ground leases, easements or reservations of, or
rights of others for, licenses, rights of way, sewers, electric lines, telegraph
and telephone lines and other similar purposes, or zoning, building codes or
other restrictions (including, without limitation, minor defects or
irregularities in title and similar encumbrances) as to the use of real
properties or liens incidental to the conduct of the business of such Person or
to the ownership of its properties which do not in the aggregate materially
adversely affect the value of said properties or materially impair their use in
the operation of the business of such Person;

            (7)  Liens securing Hedging Obligations so long as the related
Indebtedness, if any, is, and is permitted to be under this Indenture, secured
by a Lien on the same property securing such Hedging Obligation;

            (8)  leases and subleases of real property which do not materially
interfere with the ordinary conduct of the business of the Company or any of its
Restricted Subsidiaries;

            (9) judgment Liens not giving rise to an Event of Default so long as
such Lien is adequately bonded;

<PAGE>

                                                                              26

              (10) Liens for the purpose of securing the payment of all or a
       part of the purchase price of, or Capitalized Lease Obligations, purchase
       money obligations or other payments incurred to finance the acquisition,
       improvement or construction of, assets or property acquired, improved or
       constructed in the ordinary course of business; provided that:

                     (a) the aggregate principal amount of Indebtedness secured
              by such Liens is otherwise permitted to be Incurred under this
              Indenture and does not exceed the cost of the assets or property
              so acquired, improved or constructed; and

                     (b) such Liens are created within 180 days before or after
              construction, improvement or acquisition of such assets or
              property and do not encumber any other assets or property of the
              Company or any Restricted Subsidiary other than assets affixed or
              appurtenant thereto;

              (11) banker's Liens, rights of set-off or similar rights and
       remedies as to deposit accounts or other funds maintained with a
       depositary institution; provided that:

                     (a) such deposit account is not a dedicated cash collateral
              account and is not subject to restrictions against access by the
              Company in excess of those set forth by regulations promulgated by
              the Federal Reserve Board or other applicable law; and

                     (b) such deposit account is not intended by the Company or
              any Restricted Subsidiary to provide collateral to the depository
              institution;

              (12) Liens arising from Uniform Commercial Code financing
       statement filings regarding operating leases or consignments entered into
       by the Company and its Restricted Subsidiaries in the ordinary course of
       business;

              (13) Liens existing on the Issue Date;

              (14) Liens on property, assets or shares of stock of a Person at
       the time such Person becomes a Restricted Subsidiary (including such
       Liens of Inrange and its Subsidiaries at the time Inrange and its
       Subsidiaries are designated as Restricted Subsidiaries of the Company);
       provided, however, that such Liens are not created, incurred or assumed
       in connection with, or in contemplation of, such other Person becoming a
       Restricted Subsidiary; provided further, that any such Lien may not
       extend to any other property owned by the Company or any Restricted
       Subsidiary and assets fixed or appurtenant thereto;

              (15) Liens on property at the time the Company or a Restricted
       Subsidiary acquired the property, including any acquisition by means of a
       merger or consolidation with or into the Company or any Restricted
       Subsidiary; provided, however, that such Liens are not created, Incurred
       or assumed in connection with, or in contemplation of, such acquisition;
       provided further, that such Liens may not extend to any other property
       owned by the Company or any Restricted Subsidiary and assets fixed or
       appurtenant thereto;

<PAGE>

                                                                              27

              (16) Liens securing Indebtedness or other obligations of a
       Restricted Subsidiary owing to the Company or another Restricted
       Subsidiary (other than a Receivables Entity);

              (17) Liens securing the Securities and Subsidiary Guarantees;

              (18) Liens securing Refinancing Indebtedness Incurred to
       refinance, refund, replace, amend, extend or modify Indebtedness that was
       previously so secured, provided that any such Lien is limited to all or
       part of the same property or assets (plus improvements, accessions,
       proceeds or dividends or distributions in respect thereof and assets
       fixed or appurtenant thereto) that secured (or, under the written
       arrangements under which the original Lien arose, could secure) the
       Indebtedness being refinanced or is in respect of property that is the
       security for a Permitted Lien hereunder;

              (19) Liens on assets transferred to a Receivables Entity or on
       assets of a Receivables Entity, in either case incurred in connection
       with a Qualified Receivables Transaction;

              (20) Liens on property of any Foreign Subsidiary securing
       Indebtedness of such Foreign Subsidiary; provided that the aggregate
       amount of the Indebtedness so secured shall not exceed 50% of the Total
       Foreign Assets of the Company at any one time outstanding; provided, that
       after giving effect to any such Incurrence of a Lien under this clause
       (20), the Company would have a Consolidated Coverage Ratio of at least
       3.00:1.00;

              (21) Liens in favor of governmental bodies to secure advance or
       progress payments pursuant to any contract or statute and Liens in favor
       of governmental bodies in connection with industrial revenue, pollution
       control, private activity bond or similar financing;

              (22) Liens under industrial revenue, municipal or similar bonds;

              (23) Liens in favor of the Company or a Restricted Subsidiary; and

              (24) in addition to the items referred to in clauses (1) through
       (23) above, Liens of the Company and its Restricted Subsidiaries in an
       aggregate amount which, when taken together with the aggregate amount of
       all other Liens Incurred pursuant to this clause (24) and then
       outstanding, will not exceed 10% of Total Tangible Assets.

              "Permitted Subsidiary Acquisition" means any acquisition by
Inrange or any Subsidiary of Inrange of all or any portion of the Capital Stock,
or all or any portion of the assets, of any Person (or any acquisition of all or
any portion of the Capital Stock of Inrange or all or any portion of the assets
of Inrange or any Subsidiary of Inrange in which the surviving entity or the
acquiring entity is a Subsidiary of the Company) whether pursuant to a merger,
stock transaction or otherwise.

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

<PAGE>

                                                                              28

              "Preferred Stock", as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

              "Purchase Money Note" means a promissory note of a Receivables
Entity evidencing the deferred purchase price of Receivables (and related
assets) and/or a line of credit, which may be irrevocable, from the Company or
any Restricted Subsidiary of the Company in connection with a Qualified
Receivables Transaction with a Receivables Entity.

              "Qualified Proceeds" means assets that are used or useful in the
business of, or Capital Stock of any Person acquired by, the Company or its
Restricted Subsidiaries; provided that the fair market value of any such assets
or Capital Stock shall be determined by Senior Management in good faith, except
that in the event the value of any such assets or Capital Stock may exceed $50.0
million or more, the fair value shall be evidenced by a Senior Management
Certificate provided to the Trustee.

              "Qualified Receivables Transaction" means any transaction or
series of transactions that may be entered into by the Company or any of its
Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell,
convey or otherwise transfer to (1) a Receivables Entity (in the case of a
transfer by the Company or any of its Subsidiaries) and (2) any other Person (in
the case of a transfer by a Receivables Entity), or may grant a security
interest in, any accounts receivable (whether now existing or arising in the
future) of the Company or any of its Subsidiaries, and any assets related
thereto including, without limitation, all collateral securing such accounts
receivable, all contracts and all guarantees or other obligations in respect of
such accounts receivable, the proceeds of such receivables and other assets
which are customarily transferred, or in respect of which security interests are
customarily granted, in connection with asset securitizations involving accounts
receivable.

              "Receivable" means a right to receive payment arising from a sale
or lease of goods or the performance of services by a Person pursuant to an
arrangement with another Person pursuant to which such other Person is obligated
to pay for goods or services under terms that permit the purchase of such goods
and services on credit and shall include, in any event, any items of property
that would be classified as an "account," "chattel paper," a "payment
intangible" or an "instrument" under the Uniform Commercial Code as in effect in
the State of New York and any "supporting obligations" as so defined.

              "Receivables Entity" means either (x) a Subsidiary (which may be a
Restricted Subsidiary or an Unrestricted Subsidiary) of the Company or (y)
another Person in which the Company or any Subsidiary of the Company makes an
Investment and to which the Company or any Subsidiary of the Company transfers
Receivables and related assets, in either case which engages in no activities
other than in connection with the financing of Receivables and which is
designated by the Board of Directors of the Company (as provided below) as a
Receivables Entity:

<PAGE>

                                                                              29

              (1) no portion of the Indebtedness or any other obligations
       (contingent or otherwise) of which:

                     (a) is guaranteed by the Company or any Restricted
              Subsidiary of the Company (excluding guarantees of obligations
              (other than the principal of, and interest on, Indebtedness)
              pursuant to Standard Securitization Undertakings);

                     (b) is recourse to or obligates the Company or any
              Restricted Subsidiary of the Company in any way other than
              pursuant to Standard Securitization Undertakings; or

                     (c) subjects any property or asset of the Company or any
              Restricted Subsidiary of the Company, directly or indirectly,
              contingently or otherwise, to the satisfaction thereof, other than
              pursuant to Standard Securitization Undertakings;

              (2) with which neither the Company nor any Restricted Subsidiary
       of the Company has any material contract, agreement, arrangement or
       understanding (except in connection with a Purchase Money Note or
       Qualified Receivables Transaction) other than on terms, taken as a whole,
       that are not materially less favorable to the Company or such Restricted
       Subsidiary than those that might be obtained at the time from Persons
       that are not Affiliates of the Company, other than fees payable in the
       ordinary course of business in connection with servicing accounts
       receivable; and

              (3) to which neither the Company nor any Restricted Subsidiary of
       the Company has any obligation to maintain or preserve such entity's
       financial condition or cause such entity to achieve certain levels of
       operating results.

              Any such designation by the Board of Directors of the Company
shall be evidenced to the Trustee by filing with the Trustee a certified copy of
the resolution of the Board of Directors of the Company giving effect to such
designation and an Officers' Certificate certifying that such designation
complies with the foregoing conditions.

              "Receivables Fees" means any fees or interest paid to purchasers
or lenders providing the financing in connection with a Qualified Receivables
Transaction or a factoring or similar agreement, including any such amounts paid
by discounting the face amount of Receivables or participations therein
transferred in connection with a Qualified Receivables Transaction, factoring
agreement or other similar agreement, regardless of whether any such transaction
is structured as on-balance sheet or off-balance sheet or through a Restricted
Subsidiary or an Unrestricted Subsidiary.

              "Reference Treasury Dealer" means each of J.P. Morgan Securities
Inc., ABN AMRO Bank N.V., Banc of America Securities LLC, Banc One Capital
Markets, Inc. and Comerica Securities, Inc., and their respective successors;
provided, however, that if any of the foregoing is not or shall cease to be a
primary U.S. government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury Dealer.

<PAGE>

                                                                              30

              "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at 5:00 p.m. on the third Business Day preceding such Redemption Date.

              "Refinancing Indebtedness" means Indebtedness that is Incurred to
refund, refinance, replace, exchange, renew, repay, amend or extend (including
pursuant to any defeasance or discharge mechanism) (collectively, "refinance,"
"refinances," and "refinanced" shall have a correlative meaning) any
Indebtedness existing on the date of this Indenture or Incurred in compliance
with this Indenture (including Indebtedness of the Company that refinances
Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted
Subsidiary that refinances Indebtedness of another Restricted Subsidiary)
including Indebtedness that refinances Refinancing Indebtedness and including
the exchange of Securities for the LYONs in accordance with the terms of the
LYONs, provided, however, that:

              (1) (a) if the Stated Maturity of the Indebtedness being
       refinanced is earlier than the Stated Maturity of the Securities, the
       Refinancing Indebtedness has a Stated Maturity no earlier than the Stated
       Maturity of the Indebtedness being refinanced or (b) if the Stated
       Maturity of the Indebtedness being refinanced is later than the Stated
       Maturity of the Securities, the Refinancing Indebtedness has a Stated
       Maturity at least 91 days later than the Stated Maturity of the
       Securities;

              (2) the Refinancing Indebtedness has an Average Life at the time
       such Refinancing Indebtedness is Incurred that is equal to or greater
       than the Average Life of the Indebtedness being refinanced; and

              (3) such Refinancing Indebtedness is Incurred in an aggregate
       principal amount (or if issued with original issue discount, an aggregate
       issue price) that is equal to or less than the sum of the aggregate
       principal amount (or if issued with original issue discount, the
       aggregate accreted value) then outstanding of Indebtedness being
       refinanced (plus, without duplication, any additional Indebtedness
       Incurred to pay interest or premiums necessary in the opinion of the
       Company to pay such Indebtedness and fees and expenses incurred in
       connection therewith).

              "Restricted Investment" means any Investment other than a
Permitted Investment.

              "Restricted Subsidiary" means any Subsidiary of the Company other
than an Unrestricted Subsidiary.

              "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired whereby the Company or a Restricted
Subsidiary transfers such property to a Person (other than to the Company or a
Restricted Subsidiary) and the Company or a Restricted Subsidiary leases it from
such Person.

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

<PAGE>

                                                                              31

              "Senior Credit Agreement" means the Fourth Amended and Restated
Credit Agreement dated as of October 6, 1998, and as Amended and Restated as of
July 24, 2002, among the Company, certain foreign subsidiary borrowers party
thereto, certain lenders party thereto, and Bank One, NA and JPMorgan Chase
Bank, as agents, or any one or more senior or subordinated credit or financing
agreements, commercial paper agreements, indentures or other agreements
providing for revolving credit loans, term loans, letters of credit or other
debt obligations, in each case, as amended, restated, modified, renewed,
refunded, restructured, supplemented, replaced or refinanced in whole or in part
from time to time, including without limitation any amendment increasing the
amount of Indebtedness Incurred or available to be borrowed thereunder,
extending the maturity of any Indebtedness Incurred thereunder or contemplated
thereby or deleting, adding or substituting one or more parties thereto (whether
or not such added or substituted parties are banks or other institutional
lenders).

              "Senior Management" shall mean the Chief Executive Officer, Chief
Operating Officer or Chief Financial Officer of the Company.

              "Senior Management Certificate" shall mean a certificate signed by
at least one member of Senior Management.

              "Significant Subsidiary" means any Restricted Subsidiary that
would be a "Significant Subsidiary" of the Company within the meaning of Rule
1-02 under Regulation S-X promulgated by the SEC as in effect on the date
hereof.

              "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Company or any
Restricted Subsidiary of the Company which are reasonably customary in
securitization of Receivables transactions.

              "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the payment of principal
of such security is due and payable, including pursuant to any mandatory
redemption provision, but shall not include any contingent obligations to repay,
redeem or repurchase any such principal before the date originally scheduled for
the payment thereof.

              "Subordinated Obligation" means any Indebtedness of the Company
(whether outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of payment to the Securities pursuant to a
written agreement.

              "Subsidiary" of any Person means (a) any corporation, association
or other business entity (other than a partnership) of which more than 50% of
the total ordinary voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof (or persons performing equivalent
functions) or (b) any partnership, joint venture, limited liability company or
similar entity of which more than 50% of the capital accounts, distribution
rights, total equity and voting interests or general or limited partnership
interests, as applicable, is at the time owned or controlled, directly or
indirectly, by (1) such Person, (2) such Person and one or more Subsidiaries of
such Person or (3) one or more Subsidiaries of such Person. Unless otherwise
specified herein, each reference to a Subsidiary will refer to a Subsidiary of
the Company.

<PAGE>

                                                                              32

              "Subsidiary Guarantee" means, individually, any Guarantee of
payment of the Securities by a Subsidiary Guarantor pursuant to the terms of
this Indenture and any supplemental indenture thereto, and, collectively, all
such Guarantees. Each such Subsidiary Guarantee will be in the form prescribed
by this Indenture.

              "Subsidiary Guarantor" means each Subsidiary of the Company which
issues a Subsidiary Guarantee of the Securities.

              "TIA" or "Trust Indenture Act" means the Trust Indenture Act of
1939 (15 U.S.C. SS 77aaa-77bbbb), as in effect on the date of this Indenture.

              "Total Foreign Assets" with respect to any Person means the
aggregate assets held by, or related to, the Foreign Subsidiaries of such Person
according to GAAP as disclosed in the financial statements or in the footnotes
to the financial statements of the Company (exclusive of intercompany balances
with such Person or Domestic Subsidiaries of such Person).

              "Total Tangible Assets" means the total consolidated assets of the
Company and its Restricted Subsidiaries, as shown on the most recent balance
sheet of the Company, less goodwill, patents, trademarks and other intangible
assets as determined in accordance with GAAP.

              "Treasury Rate" means, with respect to any Redemption Date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.

              "Unrestricted Subsidiary" means:

              (1) any Subsidiary of the Company that at the time of
       determination shall be designated an Unrestricted Subsidiary by the Board
       of Directors of the Company in the manner provided below; and

              (2) any Subsidiary of an Unrestricted Subsidiary.

              The Board of Directors of the Company may designate any Subsidiary
of the Company (including any newly acquired or newly formed Subsidiary or a
Person becoming a Subsidiary through merger or consolidation or Investment
therein) to be an Unrestricted Subsidiary only if:

              (1) such Subsidiary or any of its Subsidiaries does not own any
       Capital Stock of or have any equity Investment in, or own or hold any
       Lien on any property of, any other Subsidiary of the Company which is not
       a Subsidiary of the Subsidiary to be so designated or otherwise an
       Unrestricted Subsidiary;

              (2) all the Indebtedness of such Subsidiary and its Subsidiaries
       shall, at the date of designation, and will at all times thereafter,
       consist of Non-Recourse Debt;

<PAGE>

                                                                              33

              (3) such designation and the Investment of the Company in such
       Subsidiary complies with Section 3.05 hereof;

              (4) such Subsidiary, either alone or in the aggregate with all
       other Unrestricted Subsidiaries, does not operate, directly or
       indirectly, all or substantially all of the business of the Company and
       its Subsidiaries;

              (5) such Subsidiary is a Person with respect to which neither the
       Company nor any of its Restricted Subsidiaries has any direct or indirect
       obligation:

                     (a) to subscribe for additional Capital Stock of such
              Person; or

                     (b) to maintain or preserve such Person's financial
              condition or to cause such Person to achieve any specified levels
              of operating results (with the exception of the Guarantee
              permitted by clause (18) of the definition of Permitted
              Investments); and

              (6) on the date such Subsidiary is designated an Unrestricted
       Subsidiary, such Subsidiary is not a party to any agreement, contract,
       arrangement or understanding with the Company or any Restricted
       Subsidiary with terms, taken as a whole, substantially less favorable
       (other than agreements with Inrange or its Subsidiaries in effect on the
       Issue Date and any future amendment, modification or supplement entered
       into after the Issue Date which satisfies clause (5) of the second
       paragraph of Section 3.10 hereof) to the Company than those that might
       have been obtained from Persons who are not Affiliates of the Company.

              Any such designation by the Board of Directors of the Company
shall be evidenced to the Trustee by filing with the Trustee a resolution of the
Board of Directors of the Company giving effect to such designation and an
Officers' Certificate certifying that such designation complies with the
foregoing conditions. If, at any time, any Unrestricted Subsidiary would fail to
meet the foregoing requirements as an Unrestricted Subsidiary, it shall
thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture
and any Indebtedness of such Subsidiary shall be deemed to be Incurred as of
such date. Inrange and its Subsidiaries will be Unrestricted Subsidiaries on the
Issue Date.

              The Board of Directors of the Company may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately
after giving effect to such designation, no Default or Event of Default shall
have occurred and be continuing or would occur as a consequence thereof and the
Company could incur at least $1.00 of additional Indebtedness under the first
paragraph of Section 3.03 hereof on a pro forma basis taking into account such
designation. When Inrange and its Subsidiaries are designated as Restricted
Subsidiaries they will be treated for purposes of the covenants in a manner
similar to the acquisition of an unrelated entity that becomes a Restricted
Subsidiary.

              "U.S. Government Obligations" means securities that are (a) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (b) 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

<PAGE>

                                                                              34

guaranteed as a full faith and credit obligation of 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 depositary receipt issued by a bank
(as defined in Section 3(a)(2) of the Securities Act), as custodian with respect
to any such U.S. Government Obligations or a specific payment of principal of or
interest on any such U.S. Government Obligations held by such custodian for the
account of the holder of such depositary 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 depositary receipt from any amount received
by the custodian in respect of the U.S. Government Obligations or the specific
payment of principal of or interest on the U.S. Government Obligations evidenced
by such depositary receipt.

              "Voting Stock" of a corporation means all classes of Capital Stock
of such corporation then outstanding and normally entitled to vote in the
election of directors.

              "Wholly-Owned Subsidiary" means a Restricted Subsidiary of the
Company, all of the Capital Stock of which (other than directors' qualifying
shares) is owned by the Company or another Wholly-Owned Subsidiary.

              SECTION 1.03. Other Definitions.

                                                                   Defined in
Term                                                                Section

"Affiliate Transaction" ....................................         3.10

"Asset Disposition Offer" ..................................         3.09

"Asset Disposition Offer Amount" ...........................         3.09

"Asset Disposition Offer Period" ...........................         3.09

"Asset Disposition Purchase Date" ..........................         3.09

"Change of Control Offer" ..................................         3.11

"Change of Control Payment" ................................         3.11

"Change of Control Payment Date" ...........................         3.11

"covenant defeasance option" ...............................         6.01

"cross acceleration provision" .............................         5.01(6)(b)

"General Partner" ..........................................         1.02
                                                               (definition of
                                                               "Indebtedness")

<PAGE>

                                                                              35

"Event of Default" .........................................         5.01

"Excess Proceeds" ..........................................         3.09

"Joint Venture" ............................................         1.02
                                                                (definition of
                                                                "Indebtedness")

"judgment default provision" ...............................         5.01(8)

"legal defeasance option" ..................................         6.01

"Pari Passu Notes" .........................................         3.09

"parent entity" ............................................         1.02
                                                                (definition of
                                                                  "Change of
                                                                   Control")

"payment default" ..........................................         5.01(6)(a)

"Primary Treasury Dealer" ..................................         1.02
                                                                (definition of
                                                                  "Reference
                                                                    Treasury
                                                                    Dealer")

"Restricted Payment" .......................................         3.05

"Successor Company" ........................................         4.01

"Suspended Covenants" ......................................         3.13

              SECTION 1.04. Incorporation by Reference of Trust Indenture Act.
This Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

              "Commission" means the Securities and Exchange Commission.

              "indenture securities" means the Securities.

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

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

              SECTION 1.05. Rules of Construction. Unless the context otherwise
requires:

<PAGE>

                                                                              36

              (1) a term has the meaning assigned to it;

              (2) an accounting term not otherwise defined has the meaning
       assigned to it in accordance with GAAP;

              (3) "including" means including without limitation;

              (4) words in the singular include the plural and words in the
       plural include the singular;

              (5) unsecured Indebtedness shall not be deemed to be subordinate
       or junior to Secured Indebtedness merely by virtue of its nature as
       unsecured Indebtedness; and

              (6) the principal amount of any noninterest bearing or other
       discount security at any date shall be the principal amount thereof that
       would be shown on a balance sheet of the issuer dated such date prepared
       in accordance with GAAP.

              SECTION 1.06. Definitive Securities. In addition to Article II of
the Original Indenture, the following provisions shall apply to the form of the
Securities hereunder:

              (1) Except as provided below, owners of beneficial interests in
       Securities in global form will not be entitled to receive definitive
       Securities. If required to do so pursuant to any applicable law or
       regulation, beneficial owners may obtain definitive Securities in
       exchange for their beneficial interests in a Security in global form upon
       written request in accordance with the Depository's and the Security
       Registrar's procedures. In addition, definitive Securities shall be
       transferred to all beneficial owners in exchange for their beneficial
       interests in a Security in global form if (a) the Depository notifies the
       Company that it is unwilling or unable to continue as depositary for such
       Security in global form or the Depository ceases to be a clearing agency
       registered under the Exchange Act, at a time when the Depository is
       required to be so registered in order to act as depositary, and in each
       case a successor depositary is not appointed by the Company within 90
       days of such notice or, (b) the Company executes and delivers to the
       Trustee and Security Registrar an Officers' Certificate stating that such
       Security in global form shall be so exchangeable or (c) an Event of
       Default has occurred and is continuing and the Security Registrar has
       received a request from the Depository.

              (2) In connection with the exchange of a portion of a definitive
       Security for a beneficial interest in a Security in global form, the
       Trustee shall cancel such definitive Security, and the Company shall
       execute, and the Trustee shall authenticate and deliver, to the
       transferring Holder a new definitive Security representing the principal
       amount not so transferred.

              SECTION 1.07. Satisfaction and Discharge. Article IV of the
Original Indenture shall apply to the Securities.

<PAGE>

                                                                              37

                                   ARTICLE II

                                   Redemption

              SECTION 2.01. Selection of Securities to Be Redeemed. In the case
of any partial redemption, the Trustee will select the Securities for redemption
in compliance with the requirements of the principal national securities
exchange, if any, on which the Securities are listed, or, if the Securities are
not listed, then on a pro rata basis, by lot or by such other method as the
Trustee in its sole discretion will deem to be fair and reasonable, although no
Security of $1,000 in original principal amount or less will be redeemed in
part. If any Security is to be redeemed in part only, the notice of redemption
relating to such Security will state the portion of the principal amount thereof
to be redeemed. A new Security in principal amount equal to the unredeemed
portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Security.

              SECTION 2.02. Optional Redemption. The Securities will be
redeemable, at the option of the Company, at any time prior to January 1, 2008,
in whole at any time or in part from time to time, on at least 30 days but not
more than 60 days' prior notice mailed to the registered address of each Holder
of Securities to be so redeemed, at a redemption price equal to the greater of
(i) 100% of their principal amount plus accrued but unpaid interest to the date
of redemption or (ii)(a) the sum of the present values of the remaining
scheduled payments of principal and interest thereon from the date of redemption
to January 1, 2008 (except for currently accrued but unpaid interest) (assuming
the notes are redeemed, and based on the applicable redemption price, on that
date) discounted to the date of redemption, on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months), at the Treasury Rate, plus 50
basis points, plus (b) accrued but unpaid interest to the date of redemption.

              In addition, on and after January 1, 2008, the Company may redeem
all or part of the Securities from time to time upon not less than 30 nor more
than 60 days' notice, at the following redemption prices (expressed as a
percentage of principal amount) plus accrued and unpaid interest thereon, if
any, to the applicable Redemption Date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), if redeemed during the twelve-month period beginning on
January 1 of the years indicated below:


            Year                                             Percentage
            --------------------------------------         ------------
            2008                                                103.75%
            2009                                                102.50%
            2010                                                101.25%
            2011 and thereafter                                 100.00%
            --------------------------------------         ------------

              Before January 1, 2006, the Company may on any one or more
occasions redeem up to 35% of the original principal amount of the Securities
(including any Additional Securities) with the Net Cash Proceeds of one or more
Equity Offerings at a redemption price of 107.50% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the redemption date

<PAGE>

                                                                              38

(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided that

              (1) at least 65% of the original principal amount of the
       Securities (including any Additional Securities) remains outstanding
       after each such redemption; and

              (2) the redemption occurs within 120 days after the closing of
       such Equity Offering.

              If the optional redemption date is on or after an interest record
date and on or before the related interest payment date, the accrued and unpaid
interest, if any, will be paid to the Person in whose name the Security is
registered at the close of business, on such record date, and no additional
interest will be payable to Holders whose Securities will be subject to
redemption by the Company.

              SECTION 2.03. Mandatory Redemption. The Company is not required to
make mandatory redemption payments or sinking fund payments with respect to the
Securities.

                                   ARTICLE III

                                    COVENANTS

              SECTION 3.01. Payment of Securities. The Company will pay
principal of, premium, if any, and interest on the Securities, and the
Securities may be exchanged or transferred, at the office or agency designated
by the Company in the Borough of Manhattan, The City of New York (which
initially will be the Corporate Trust Office of the Trustee in New York, New
York), except that the Company may, at its option, pay interest on the
Securities by check to Holders of the Securities at their registered address as
it appears in the Security Register. The Company will pay principal of, premium,
if any, and interest on, Securities in global form registered in the name of or
held by the Depository or its nominee in immediately available funds to the
Depository or its nominee, as the case may be, as the registered holder of such
Securities in global form. No service charge will be made for any registration
of transfer or exchange of Securities, but the Company may require payment of a
sum sufficient to cover any transfer tax or other similar governmental charge
payable in connection therewith. The Company shall be subject to this Section
3.01 in lieu of Section 1001 of the Original Indenture (which shall be of no
force and effect for the Securities).

              Notwithstanding Section 112 of the Original Indenture, in any case
where any Interest Payment Date, Redemption Date, Repayment Date, Stated
Maturity or Maturity or other date of repurchase, redemption or payment of
principal in respect of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or any
Security or coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu of this Section),
payment of principal (or premium, if any) or interest, if any, need not be made
at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date, Redemption Date, Repayment Date, or at the Stated
Maturity or Maturity or other date or repurchase, redemption or payment of
principal in

<PAGE>

                                                                              39

respect of the Securities; provided that (x) for scheduled payments of interest
on January 1 and July 1, the amount of interest payable shall be equal to the
amount payable on the scheduled Interest Payment Date and (y) with respect to
the payment of interest in connection with Redemption Dates, Repurchase Dates,
and upon Stated Maturity or Maturity or redemptions, repayments or other
payments of principal, the amount of interest shall include interest up to such
Redemption Date, Repurchase Date or Stated Maturity or Maturity or to the date
of such redemption, repurchase or other payment of principal in respect of the
Securities, as the case may be.

              SECTION 3.02. SEC Reports. Notwithstanding that the Company may
not be subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, to the extent permitted by the Exchange Act, the Company will file
with the Commission, and make available to the Trustee and the registered
Holders of the Securities, the annual reports and the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may by rules and regulations prescribe) that are specified in
Sections 13 and 15(d) of the Exchange Act within the time periods specified
therein. In the event that the Company is not permitted to file such reports,
documents and information with the Commission pursuant to the Exchange Act, the
Company will nevertheless make available such Exchange Act information to the
Trustee and the Holders of the Securities as if the Company were subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act within the
time periods specified therein.

              If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either
individually or in the aggregate, would constitute a Significant Subsidiary (if
such Subsidiaries were Restricted Subsidiaries), then the quarterly and annual
financial information required by the preceding paragraph shall include a
reasonably detailed presentation, located (x) on the face of the financial
statements, (y) in the footnotes to the financial statements or (z) in a
separately captioned section in "Management's discussion and analysis of
financial condition and results of operations" of the financial condition and
results of operations of the Company and its Restricted Subsidiaries.

              Section 703 of the Original Indenture shall remain in full force
and effect and shall be in addition to the requirements of this Section 3.02.

              SECTION 3.03. Limitation on Indebtedness. The Company will not,
and will not permit any of its Restricted Subsidiaries to, Incur any
Indebtedness (including Acquired Indebtedness); provided, however, that the
Company and its Subsidiary Guarantors, if any, may Incur Indebtedness if on the
date thereof:

              (1) the Consolidated Coverage Ratio for the Company and its
       Restricted Subsidiaries is at least 2.00 to 1.00; and

              (2) no Default or Event of Default will have occurred or be
       continuing or would occur as a consequence of Incurring the Indebtedness.

              The first paragraph of this Section 3.03 will not prohibit the
Incurrence of the following Indebtedness:

<PAGE>

                                                                              40

              (1)    Indebtedness Incurred pursuant to a Senior Credit Agreement
       in an aggregate amount up to $2,275,000,000 less the aggregate principal
       amount of all repayments with the proceeds from Asset Dispositions
       utilized in accordance with clause (3)(a) of Section 3.09 hereof that
       permanently reduce the commitments, or permanently reduce the
       obligations, under a Senior Credit Agreement Incurred pursuant to this
       clause (1);

              (2)    (x) Subsidiary Guarantees and (y) other Guarantees (or
       co-obligations) to the extent Restricted Subsidiaries issue such
       Guarantees (or co-obligations) in compliance with Section 3.04 hereof;

              (3)    Indebtedness of the Company owing to and held by any
       Restricted Subsidiary (other than a Receivables Entity) or Indebtedness
       of a Restricted Subsidiary owing to and held by the Company or any other
       Restricted Subsidiary (other than a Receivables Entity); provided,
       however,

                     (a)    any subsequent issuance or transfer of Capital Stock
              or any other event which results in any such Indebtedness being
              beneficially held by a Person other than the Company or a
              Restricted Subsidiary (other than a Receivables Entity) of the
              Company; or

                     (b)    any sale or other transfer of any such Indebtedness
              to a Person other than the Company or a Restricted Subsidiary
              (other than a Receivables Entity) of the Company,

shall be deemed, in each case, to constitute an Incurrence of such Indebtedness
by the Company or such Restricted Subsidiary, as the case may be;

              (4)    Indebtedness represented by (a) the Securities issued on
       the Issue Date, (b) any Indebtedness (other than the Indebtedness
       described in clauses (1), (2), (3), (6), (8), (9), (10), (11), (12), (14)
       and (15) of this Section 3.03) outstanding on the Issue Date and (c) any
       Refinancing Indebtedness Incurred in respect of any Indebtedness
       described in this clause (4) or clause (5) or Incurred pursuant to the
       first paragraph of this covenant;

              (5)    Indebtedness of a Restricted Subsidiary Incurred prior to
       and outstanding on the date on which such Restricted Subsidiary was
       acquired by the Company or another Restricted Subsidiary (other than
       Indebtedness Incurred (a) to provide all or any portion of the funds
       utilized to consummate the transaction or series of related transactions
       pursuant to which such Restricted Subsidiary became a Restricted
       Subsidiary or was merged into a Restricted Subsidiary or was otherwise
       acquired by the Company or another Restricted Subsidiary or (b) otherwise
       in connection with, or in contemplation of, such acquisition), provided,
       however, that at the time such Restricted Subsidiary is acquired by the
       Company or another Restricted Subsidiary, the Company would have been
       able to Incur $1.00 of additional Indebtedness pursuant to the first
       paragraph of this Section 3.03 after giving effect to the Incurrence of
       such Indebtedness pursuant to this clause (5);

<PAGE>

                                                                              41

                  (6)  Indebtedness under Currency Agreements, Interest Rate
         Agreements and Commodity Price Protection Agreements; provided that
         such agreements are not entered into for speculative purposes;

                  (7)  the Incurrence by the Company or any Restricted
         Subsidiary of Indebtedness represented by Capitalized Lease
         Obligations, mortgage financings, purchase money obligations or other
         Indebtedness Incurred or assumed in connection with the acquisition,
         construction, improvement or development of real or personal property
         (whether through the direct purchase of assets or the Capital Stock of
         any Person owning such assets), in each case Incurred (x) within 180
         days before or after the acquisition, construction, development or
         improvement of the related asset in the case of the initial financing
         of all or any part of the purchase price or cost of acquisition,
         construction, improvement or development of property used in the
         business of the Company or such Restricted Subsidiary or (y) the
         refinancing of Indebtedness described in clause (x), in an aggregate
         principal amount pursuant to this clause (7) not to exceed 5% of Total
         Tangible Assets outstanding at any time;

                  (8)  Indebtedness incurred in respect of workers' compensation
         claims, self-insurance obligations, indemnity, bid, performance,
         warranty, release, appeal, surety and similar bonds, letters of credit
         for operating purposes and completion guarantees provided or incurred
         (including Guarantees thereof) by the Company or a Restricted
         Subsidiary in the ordinary course of business;

                  (9)  Indebtedness arising from agreements of the Company or a
         Restricted Subsidiary providing for indemnification, contribution,
         earnout, adjustment of purchase price or similar obligations, in each
         case, Incurred or assumed in connection with the acquisition or
         disposition of any business, assets or Capital Stock of a Restricted
         Subsidiary, provided that in the case of dispositions, the maximum
         aggregate liability in respect of all such Indebtedness shall at no
         time exceed the gross proceeds actually received by the Company and its
         Restricted Subsidiaries in connection with such disposition;

                  (10) Indebtedness arising from the honoring by a bank or other
         financial institution of a check, draft or similar instrument drawn
         against insufficient funds in the ordinary course of business,
         provided, however, that such Indebtedness is extinguished within five
         Business Days of Incurrence;

                  (11) any Guarantee by the Company or any Restricted Subsidiary
         of the Company of Indebtedness or other obligations of any Restricted
         Subsidiary of the Company so long as the Incurrence of such
         Indebtedness or other obligation Incurred by such Restricted Subsidiary
         is permitted under the terms of this Indenture;

                  (12) Indebtedness of Foreign Subsidiaries in an aggregate
         principal amount which does not exceed 40% of the Total Foreign Assets
         of the Company at any one time outstanding; provided that after giving
         effect to any such Incurrence the Consolidated Coverage Ratio of the
         Company is at least 3.00:1.00;

<PAGE>

                                                                              42

                  (13) Indebtedness Incurred in connection with Qualified
         Receivables Transactions;

                  (14) shares of Preferred Stock of a Restricted Subsidiary
         issued to the Company or another Restricted Subsidiary (other than a
         Receivables Entity); provided that

                       (a) any issuance or subsequent transfer of any Capital
                  Stock or any other event which results in any such Preferred
                  Stock being beneficially held by a Person other than the
                  Company or a Restricted Subsidiary (other than a Receivables
                  Entity) of the Company; or

                       (b) any sale or transfer of such Preferred Stock to a
                  Person other than the Company or a Restricted Subsidiary
                  (other than a Receivables Entity) of the Company

         shall be deemed, in each case, to constitute an Incurrence of
         Indebtedness by such Restricted Subsidiary;

                  (15) Indebtedness Incurred pursuant to the BOMAG Receivable
         Facility in an aggregate amount up to $50.0 million at any one time
         outstanding; and

                  (16) in addition to the items referred to in clauses (1)
         through (15) above, additional Indebtedness of the Company and its
         Restricted Subsidiaries in an aggregate outstanding principal amount
         which, when taken together with the principal amount of all other
         Indebtedness Incurred pursuant to this clause (16) and then outstanding
         (including any renewals, extensions, substitutions, refinancings or
         replacements of such Indebtedness), will not exceed $250.0 million at
         any one time outstanding.

                  For purposes of determining compliance with, and the
outstanding principal amount of any particular Indebtedness incurred pursuant to
and in compliance with, this Section 3.03:

                  (1)  in the event that Indebtedness meets the criteria of more
         than one of the types of Indebtedness described in the first and second
         paragraphs of this Section 3.03, the Company, in its sole discretion,
         will be permitted to classify such item of Indebtedness on the date of
         Incurrence, or later reclassify all or a portion of such item of
         Indebtedness in any manner that complies with this Section 3.03 and
         only be required to include the amount and type of such Indebtedness in
         one of such clauses;

                  (2)  all Indebtedness outstanding on the Issue Date under a
         Senior Credit Agreement shall be deemed initially Incurred on the Issue
         Date under clause (1) of the second paragraph of this Section 3.03 and
         not (x) the first paragraph of this Section 3.03 or (y) clauses (2),
         (4), (6) or (16) of the second paragraph of this Section 3.03;

                  (3)  Guarantees of, or obligations in respect of letters of
         credit or other forms of credit support relating to, Indebtedness which
         is otherwise included in the determination of a particular amount of
         Indebtedness shall not be included;

<PAGE>

                                                                              43

                  (4)  if obligations in respect of letters of credit are
         Incurred pursuant to a Senior Credit Agreement and are being treated as
         Incurred pursuant to the first or second paragraphs above and the
         letters of credit relate to other Indebtedness, then such other
         Indebtedness shall not be included;

                  (5)  the principal amount of any Disqualified Stock of the
         Company or a Restricted Subsidiary or Preferred Stock of a Restricted
         Subsidiary will be equal to the greater of the maximum mandatory
         redemption or repurchase price (not including, in either case, any
         redemption or repurchase premium) or the liquidation preference
         thereof;

                  (6)  Indebtedness permitted by this covenant need not be
         permitted solely by reference to one provision permitting such
         Indebtedness but may be permitted in part by one such provision and in
         part by one or more other provisions of this covenant permitting such
         Indebtedness; and

                  (7)  for the purpose of clarity, Indebtedness may be Incurred
         under a Senior Credit Agreement pursuant to the first paragraph above
         and clauses (1), (2), (4), (6) and (16) of the second paragraph so long
         as the borrowing thereunder is permitted to be Incurred pursuant to
         that provision.

                  Accrual of interest, accrual of dividends, the accretion of
accreted value, the payment of interest in the form of additional Indebtedness
and the payment of dividends in the form of additional shares of Preferred Stock
will not be deemed to be an Incurrence of Indebtedness for purposes of this
covenant. The amount of any Indebtedness outstanding as of any date shall be (i)
the accreted value of the Indebtedness on the date of such issuance in the case
of any Indebtedness issued with original issue discount and (ii) the principal
amount or liquidation preference thereof, together with any interest thereon
that is more than 30 days past due, in the case of any other Indebtedness.

                  In addition, the Company will not permit any of its
Unrestricted Subsidiaries to Incur any Indebtedness or issue any shares of
Disqualified Stock, other than Non-Recourse Debt. If at any time an Unrestricted
Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary
shall be deemed to be Incurred by a Restricted Subsidiary of the Company as of
such date (and, if such Indebtedness is not permitted to be Incurred as of such
date under this Section 3.03, the Company shall be in Default of this covenant);
provided, that Indebtedness of Inrange and its Subsidiaries Incurred prior to
the date such Persons are designated as Restricted Subsidiaries shall be treated
as Indebtedness of a Restricted Subsidiary Incurred prior to the date such
Restricted Subsidiary was acquired in accordance with, and subject to the
restrictions of, clause (5) of the second paragraph of this Section 3.03.

                  For purposes of determining compliance with any U.S.
dollar-denominated restriction on the Incurrence of Indebtedness, the U.S.
dollar-equivalent principal amount of Indebtedness denominated in a foreign
currency shall be calculated based on the relevant currency exchange rate in
effect on the date such Indebtedness was Incurred, in the case of term
Indebtedness, or first committed, in the case of revolving credit Indebtedness;
provided that if such Indebtedness is Incurred to refinance other Indebtedness
denominated in a foreign currency, and such refinancing would cause the
applicable U.S. dollar-dominated restriction to be

<PAGE>

                                                                              44

exceeded if calculated at the relevant currency exchange rate in effect on the
date of such refinancing, such U.S. dollar-dominated restriction shall be deemed
not to have been exceeded so long as the principal amount of such Refinancing
Indebtedness does not exceed the principal amount of such Indebtedness being
refinanced. Notwithstanding any other provision of this Section 3.03, the
maximum amount of Indebtedness that the Company may Incur pursuant to this
Section 3.03 shall not be deemed to be exceeded solely as a result of
fluctuations in the exchange rate of currencies. The principal amount of any
Indebtedness Incurred to refinance other Indebtedness, if Incurred in a
different currency from the Indebtedness being refinanced, shall be calculated
based on the currency exchange rate applicable to the currencies in which such
Refinancing Indebtedness is denominated that is in effect on the date of such
refinancing.

                  SECTION 3.04. Limitation on Guarantees of Indebtedness by
Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary
to Guarantee the payment of any Indebtedness of the Company (or become a
co-obligor of any Indebtedness of the Company) unless:

                  (1)  such Restricted Subsidiary simultaneously executes and
         delivers a supplemental indenture to this Indenture providing for a
         Subsidiary Guarantee of payment of the Securities by such Restricted
         Subsidiary (which shall be in a form consistent with the terms of the
         Guarantee of Indebtedness which results in the issuance of such
         Subsidiary Guarantee, subject to clause (2) below), except that with
         respect to a Guarantee (or co-obligation) of Indebtedness of the
         Company, if such Indebtedness is by its express terms subordinated in
         right of payment to the Securities, any such Guarantee (or co-
         obligation) of such Restricted Subsidiary with respect to such
         Indebtedness shall be subordinated in right of payment to such
         Restricted Subsidiary's Subsidiary Guarantee with respect to the
         Securities substantially to the same extent as such Indebtedness is
         subordinated to the Securities;

                  (2)  such Restricted Subsidiary defers and will not in any
         manner whatsoever claim or take the benefit or advantage of, any rights
         of reimbursement, indemnity or subrogation or any other rights against
         the Company or any other Restricted Subsidiary as a result of any
         payment by such Restricted Subsidiary under its Subsidiary Guarantee
         until all of the Securities issued under this Indenture have been paid,
         cancelled or legally defeased in full; and

                  (3)  such Restricted Subsidiary, if such Restricted Subsidiary
         is a Significant Subsidiary, shall deliver to the Trustee an Opinion of
         Counsel, which may be subject to customary exceptions, to the effect
         that (A) such Subsidiary Guarantee of the Securities has been duly
         executed and authorized and (B) such Subsidiary Guarantee of the
         Securities constitutes a valid, binding and enforceable obligation of
         such Restricted Subsidiary, except insofar as enforcement thereof may
         be limited by bankruptcy, insolvency or similar laws (including,
         without limitation, all laws relating to fraudulent transfers) and
         except insofar as enforcement thereof is subject to general principles
         of equity;

provided that this Section 3.04 shall not be applicable to any Guarantee (or
co-obligation) of any Restricted Subsidiary (x) that (A) existed at the time
such Person became a Restricted Subsidiary

<PAGE>

                                                                              45

of the Company (or Inrange and its Subsidiaries being designated as Restricted
Subsidiaries of the Company) and (B) was not Incurred in connection with, or in
contemplation of, such Person becoming (or being designated as) a Restricted
Subsidiary of the Company or (y) that Guarantees the payment of obligations of
the Company under a Senior Credit Agreement (whether or not Incurred pursuant to
the first paragraph or the second paragraph of Section 3.03 hereof) and any
refunding, refinancing or replacement thereof, in whole or in part, provided
that the exception provided by this clause (y) shall not apply to any
Indebtedness Incurred pursuant to a registered offering of securities under the
Securities Act or a private placement of securities (including, without
limitation, under Rule 144A or Regulation S) pursuant to an exemption from the
registration requirements of the Securities Act.

                  Notwithstanding the foregoing and the other provisions of this
Indenture, any Subsidiary Guarantee by a Restricted Subsidiary of the Securities
shall provide by its terms that it shall be automatically and unconditionally
released and discharged upon (i) any sale, exchange or transfer, to any Person
not an Affiliate of the Company, of the Company's Capital Stock in, or all or
substantially all of the assets of, such Restricted Subsidiary (which sale,
exchange or transfer is not prohibited by this Indenture) in accordance with the
terms of this Indenture which in the case of a sale of Capital Stock results in
such Restricted Subsidiary ceasing to be a Subsidiary of the Company, (ii) a
Guarantee (or co-obligation) which resulted in the creation of the Subsidiary
Guarantee is released or discharged, except a release or discharge by or as a
result of payment under such Guarantee, (iii) such Subsidiary Guarantor being
designated an Unrestricted Subsidiary in accordance with the provisions of this
Indenture; provided, that if such Subsidiary is later designated a Restricted
Subsidiary, such Guarantee will be reinstated unless clause (i), (ii) or (iv) of
this paragraph is applicable, or (iv) in the case of the issuance by a
Restricted Subsidiary of a Subsidiary Guarantee which was not required by this
covenant, such Subsidiary Guarantee may be released at the option of such
Subsidiary Guarantor; provided that such Subsidiary Guarantor has not Incurred
any Indebtedness in reliance on its status as a Subsidiary Guarantor under
Section 3.03 hereof unless such Indebtedness so Incurred is similarly released
or discharged.

                  In the event a Restricted Subsidiary elects to issue a
Subsidiary Guarantee, such Subsidiary Guarantee shall be in a form of Guarantee
consistent with the terms of a Guarantee issued under the Senior Credit
Agreement in effect on the Issue Date, subject to clause (2) of the first
paragraph of this Section 3.04 and such Subsidiary Guarantee shall not be
required to be secured unless otherwise required to be secured pursuant to the
terms of this Indenture.

                  SECTION 3.05.  Limitation on Restricted Payments. The Company
will not, and will not permit any of its Restricted Subsidiaries, directly or
indirectly, to:

                  (1)  declare or pay any dividend or make any distribution on
         or in respect of its Capital Stock (including any payment in connection
         with any merger or consolidation involving the Company or any of its
         Restricted Subsidiaries) except:

                          (a)   dividends or distributions payable in Capital
                  Stock of the Company (other than Disqualified Stock) or in
                  options, warrants or other rights to purchase such Capital
                  Stock; and

<PAGE>

                                                                              46

                  (b)  dividends or distributions payable to the Company or a
          Restricted Subsidiary of the Company or to other holders of Capital
          Stock of a Restricted Subsidiary on a pro rata basis;

          (2)  purchase, redeem, retire or otherwise acquire for value any
     Capital Stock of the Company or any direct or indirect parent of the
     Company held by Persons other than the Company or a Restricted Subsidiary
     of the Company (other than in exchange for Capital Stock of the Company
     (other than Disqualified Stock));

          (3)  purchase, repurchase, redeem, defease or otherwise acquire or
     retire for value, before scheduled maturity, scheduled repayment or
     scheduled sinking fund payment, any Subordinated Obligations or Guarantor
     Subordinated Obligations (other than the purchase, repurchase, redemption,
     defeasance or other acquisition of Subordinated Obligations or Guarantor
     Subordinated Obligations purchased in anticipation of satisfying a sinking
     fund obligation, principal installment or final maturity, in each case due
     within one year of the date of purchase, repurchase, redemption, defeasance
     or acquisition and other than Subordinated Obligations or Guarantor
     Subordinated Obligations held by the Company or any Restricted Subsidiary);
     or

          (4)  make any Restricted Investment in any Person or make any payment
     in connection with a Guarantee of Indebtedness of Inrange or effect any
     transaction that is deemed a Restricted Payment under the definition of
     "Asset Disposition;"

(any such dividend, distribution, purchase, redemption, repurchase, defeasance,
other acquisition, retirement, Restricted Investment or payment referred to in
clauses (1) through (4) shall be referred to herein as a "Restricted Payment"),
if at the time the Company or such Restricted Subsidiary makes such Restricted
Payment:

                  (a)  a Default shall have occurred and be continuing (or would
          result therefrom); or

                  (b)  the Company is not able to Incur an additional $1.00 of
          Indebtedness pursuant to the first paragraph under Section 3.03 hereof
          after giving effect, on a pro forma basis, to such Restricted Payment;
          or

                  (c)  the aggregate amount of such Restricted Payment and all
          other Restricted Payments declared or made subsequent to the Issue
          Date would exceed the sum of:

                          (i)  50% of Consolidated Net Income for the period
                  (treated as one accounting period) from the beginning of the
                  fiscal quarter which includes the Issue Date to the end of the
                  most recent fiscal quarter ending prior to the date of such
                  Restricted Payment for which financial statements are in
                  existence (or, in case such Consolidated Net Income is a
                  deficit, minus 100% of such deficit);

<PAGE>

                                                                              47

                    (ii)  the aggregate Net Cash Proceeds and the fair market
               value of Qualified Proceeds received by the Company from the
               issue, sale or transfer of its Capital Stock (other than
               Disqualified Stock) or other capital contributions subsequent to
               the Issue Date (other than Net Cash Proceeds received from an
               issuance or sale of such Capital Stock to a Subsidiary of the
               Company or to an employee stock ownership plan, option plan or
               similar trust to the extent such sale to an employee stock
               ownership plan, option plan or similar trust is financed by loans
               from or guaranteed by the Company or any Restricted Subsidiary
               unless such loans have been repaid with cash on or prior to the
               date of determination);

                    (iii) the amount by which Indebtedness of the Company is
               reduced on the Company's balance sheet upon the conversion or
               exchange (other than by a Restricted Subsidiary of the Company)
               subsequent to the Issue Date of any Indebtedness of the Company
               convertible or exchangeable for Capital Stock (other than
               Disqualified Stock) of the Company (less the amount of any cash
               or other property that does not constitute Capital Stock
               (excluding Disqualified Stock) distributed by the Company upon
               such conversion or exchange);

                    (iv)  the amount equal to the net reduction in Restricted
               Investments made by the Company or any of its Restricted
               Subsidiaries in any Person (including Investments in Unrestricted
               Subsidiaries) resulting from:

                             (A) repurchases or redemptions of such  Restricted
                    Investments by such Person (including Unrestricted
                    Subsidiaries), proceeds realized upon the sale of such
                    Restricted Investment (including Investments in Unrestricted
                    Subsidiaries) to an unaffiliated purchaser, repayments of
                    loans or advances or other transfers of assets (including by
                    way of dividend or distribution) by such Person (including
                    Unrestricted Subsidiaries) to the Company or any Restricted
                    Subsidiary of the Company; or

                             (B) the redesignation of Unrestricted Subsidiaries
                    as Restricted Subsidiaries (valued in each case as provided
                    in the definition of "Investment") not to exceed, in the
                    case of any Unrestricted Subsidiary, the amount of
                    Investments previously made by the Company or any Restricted
                    Subsidiary in such Unrestricted Subsidiary,

               which amount in each case under this clause (iv) was included in
               the calculation of the amount of Restricted Payments; provided,
               however, that no amount will be included under this clause (iv)
               to the extent it is already included in Consolidated Net Income;

<PAGE>

                                                                              48

                      (v)   the amount equal to the Net Available Cash from the
               sale, transfer, conveyance or other disposition of an Investment
               received in a transaction described in clause (13) of the second
               paragraph of the definition of Asset Disposition to an
               unaffiliated purchaser which amount in each case under this
               clause (v) was included in the calculation of Restricted
               Payments; provided, however, that no amount will be included
               under this clause (v) to the extent it is already included in
               Consolidated Net Income; and

                      (vi)  $200.0 million.

               The provisions of the preceding paragraph will not prohibit:

               (1) any purchase, repurchase, redemption, defeasance or other
          acquisition or retirement of Capital Stock, Disqualified Stock or
          Subordinated Obligations of the Company made by exchange for, or out
          of the proceeds of the sale within 30 days of, Capital Stock of the
          Company (other than Disqualified Stock and other than Capital Stock
          issued or sold to a Subsidiary or to an employee stock ownership plan
          or similar trust to the extent such sale to an employee stock
          ownership plan or similar trust is financed by loans from or
          guaranteed by the Company or any Restricted Subsidiary unless such
          loans have been repaid with cash on or prior to the date of
          determination); provided, however, that (a) such purchase, repurchase,
          redemption, defeasance or other acquisition or retirement will be
          excluded in subsequent calculations of the amount of Restricted
          Payments and (b) the Net Cash Proceeds from such sale will be excluded
          from clause (c)(ii) of the preceding paragraph;

               (2) any purchase, repurchase, redemption, defeasance or other
          acquisition or retirement of Subordinated Obligations of the Company
          made by exchange for, or out of the proceeds of the sale within 30
          days of, Subordinated Obligations of the Company that qualify as
          Refinancing Indebtedness; provided, however, that such purchase,
          repurchase, redemption, defeasance or other acquisition or retirement
          will be excluded in subsequent calculations of the amount of
          Restricted Payments;

               (3) any purchase, repurchase, redemption, defeasance or other
          acquisition or retirement of Disqualified Stock of the Company made by
          exchange for or out of the proceeds of the substantially concurrent
          sale of Disqualified Stock of the Company that constitutes Refinancing
          Indebtedness; provided that such purchase, repurchase, redemption,
          defeasance or other acquisition or retirement will be excluded in
          subsequent calculations of the amount of Restricted Payments;

               (4) so long as no Default or Event of Default has occurred and is
          continuing, any purchase or redemption of Subordinated Obligations
          from Net Available Cash to the extent permitted under Section 3.09;
          provided, however, that such purchase or redemption will be excluded
          in subsequent calculations of the amount of Restricted Payments;

<PAGE>

                                                                              49

               (5) dividends paid within 60 days after the date of declaration
          if at such date of declaration such dividend would have complied with
          this provision; provided, however, that such dividends will be
          included in subsequent calculations of the amount of Restricted
          Payments;

               (6) so long as no Default or Event of Default has occurred and
          is continuing,

                    (a) the purchase, repurchase, redemption or other
               acquisition, cancellation or retirement for fair market value of
               Capital Stock or options, warrants, equity appreciation rights or
               other rights to purchase or acquire Capital Stock of the Company
               or any parent of the Company held by any existing or former
               employees, management, directors or consultants of the Company or
               any Subsidiary of the Company or their assigns, estates or heirs;
               provided that such purchases, redemptions or repurchases or other
               acquisitions, cancellations or retirements pursuant to this
               clause will not exceed $5.0 million in the aggregate during any
               calendar year (with unused amounts in any calendar year being
               carried over to succeeding calendar years); provided, however,
               that the amount of any such repurchase or redemption or other
               acquisitions, cancellations or retirements will be included in
               subsequent calculations of the amount of Restricted Payments; and

                    (b) loans or advances to employees (other than executive
               officers) or consultants of the Company or any Subsidiary of the
               Company made in compliance with applicable law the proceeds of
               which are used to purchase Capital Stock of the Company, in an
               aggregate amount not in excess of $10.0 million at any one time
               outstanding; provided, however, that the outstanding amount of
               such loans and advances will be included in subsequent
               calculations of the amount of Restricted Payments;

               (7) so long as no Default or Event of Default has occurred and is
          continuing, the declaration and payment of dividends to holders of any
          class or series of Disqualified Stock of the Company or Preferred
          Stock of any Restricted Subsidiary permitted to be Incurred in
          accordance with the terms of this Indenture to the extent such
          dividends are included in the definition of "Consolidated Interest
          Expense;" provided that the payment of such dividends will be excluded
          from the calculation of Restricted Payments;

               (8) repurchases of Capital Stock deemed to occur upon the
          exercise of stock options or warrants if such Capital Stock represents
          a portion of the exercise price thereof or the associated payment of
          tax in the form of Capital Stock of the Company; provided, however,
          that such repurchases will be excluded from subsequent calculations of
          the amount of Restricted Payments;

               (9) the purchase of any Subordinated Obligations of the Company
          or its Subsidiaries at a purchase price not greater than 101% of the
          principal amount thereof (together with accrued and unpaid interest)
          in the event of a Change of Control or 100% of the principal amount
          thereof (together with accrued and unpaid interest) in the event of an
          Asset Disposition in accordance with provisions similar to the
          covenants in Sections

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                                                                              50

          3.09 and 3.11 below; provided, however, that prior to such purchase of
          any such Subordinated Obligations, the Company has made the Change of
          Control Offer or Asset Disposition Offer as provided in the relevant
          covenant under this Indenture and has purchased all Securities validly
          tendered and not properly withdrawn pursuant thereto; provided,
          further, that any such purchase or redemption will be excluded from
          subsequent calculations of Restricted Payments;

               (10) in the event Inrange is an Unrestricted Subsidiary, the
          dividend or distribution of Capital Stock of Inrange or the transfer
          or sale of Capital Stock of Inrange in exchange for Common Stock of
          the Company, in each case to holders of Capital Stock of the Company;
          provided that any such dividend, distribution, transfer or sale will
          be excluded from subsequent calculations of Restricted Payments with
          the exception of Investments made in Inrange or any of its
          Subsidiaries by the Company or any Restricted Subsidiary of the
          Company (other than Inrange or any of its Restricted Subsidiaries)
          after the Issue Date that constitute Permitted Investments (with the
          exception of clauses (17) and (18) of such defined term) (it being
          understood that the amount of Investments calculated under this clause
          (10) is intended to equal the aggregate amount of Investments as
          calculated under the definition of "Investment," with the exception of
          clauses (17) and (18) of the definition of "Permitted Investment");

               (11) In the event Inrange is a Restricted Subsidiary, the
          dividend or distribution of the Capital Stock of Inrange or the
          transfer or sale of Capital Stock of Inrange in exchange for Common
          Stock of the Company, in each case to holders of Capital Stock of the
          Company; provided, that (x) the Company would be permitted to make a
          Restricted Payment pursuant to the provisions of the first paragraph
          of this covenant in an amount equal to the aggregate of Investments
          made in Inrange or any of its Subsidiaries by the Company or any
          Restricted Subsidiary of the Company (other than Inrange or any of its
          Restricted Subsidiaries) after the Issue Date that, without
          duplication, (a) constitute Permitted Investments (with the exceptions
          of clauses (17) and (18) of such defined term) and (b) that pursuant
          to clause (c)(iv)(B) of this Section 3.05 would no longer constitute
          Restricted Payments (it being understood that the sum of clauses (a)
          and (b) is intended to equal the aggregate amount of Investments as
          calculated under the definition of "Investment," with the exception of
          clauses (17) and (18) of the definition of "Permitted Investment") and
          (y) such dividend, distribution, transfer or sale in the amount
          referred to in clause (x) shall be included in subsequent calculations
          of Restricted Payments; and

               (12) the repurchase or redemption of the Company's preferred
          stock purchase rights, or any substitute therefor, in an aggregate
          amount not to exceed the product of (x) the number of outstanding
          shares of Common Stock of the Company and (y) $0.01 per share, as such
          amount may be adjusted in accordance with the rights agreement
          relating to the Common Stock of the Company; provided that such
          repurchase or redemption shall be included in subsequent calculations
          of Restricted Payments.

               The amount of all Restricted Payments (other than cash) shall be
the fair market value on the date of such Restricted Payment of the asset(s) or
securities proposed to be paid, transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment,
except valuations with respect to Inrange shall be made in

<PAGE>

                                                                              51

accordance with the definition of "Investment." The fair market value of any
cash Restricted Payment shall be its face amount and any non-cash Restricted
Payment shall be conclusively determined by an Officer, and for transactions in
excess of $50.0 million, shall also be determined conclusively by the Board of
Directors acting in good faith whose resolution with respect thereto shall be
delivered to the Trustee or by Senior Management acting in good faith whose
determination with respect thereto shall be delivered in a Senior Management
Certificate to the Trustee. Not later than the date of making any Restricted
Payment, the Company shall deliver to the Trustee an Officers' Certificate, the
resolution of the Board of Directors or the Senior Management Certificate
referred to above stating that such Restricted Payment is permitted and setting
forth the basis upon which the calculations required by this Section 3.05 were
computed.

          Inrange and its Subsidiaries will be Unrestricted Subsidiaries under
this Indenture on the Issue Date.

          SECTION 3.06. Limitation on Liens. The Company will not, and will not
permit any of its Restricted Subsidiaries to create, Incur or grant any Lien
(other than Permitted Liens) upon any of its property or assets (including
Capital Stock), whether owned on the Issue Date or acquired after that date,
securing any Indebtedness, unless contemporaneously with the Incurrence of such
Liens, effective provision is made to secure the Indebtedness due under this
Indenture and the Securities or, in respect of Liens on any Restricted
Subsidiary's property or assets, any Subsidiary Guarantee of such Restricted
Subsidiary, equally and ratably with (or before in the case of Liens with
respect to Subordinated Obligations or Guarantor Subordinated Obligations, as
the case may be) the Indebtedness secured by such Lien for so long as such
Indebtedness is so secured.

          SECTION 3.07. Limitation on Sale/Leaseback Transactions. The Company
will not, and will not permit any of its Restricted Subsidiaries to, enter into
any Sale/Leaseback Transaction unless:

          (1) the Company or such Restricted Subsidiary, as the case may be,
     receives consideration within customary time periods of such Sale/Leaseback
     Transaction at least equal to the fair market value (as evidenced by a
     resolution of the Board of Directors of the Company or by a Senior
     Management Certificate delivered to the Trustee) of the property subject to
     such transaction;

          (2) the Company or such Restricted Subsidiary could have Incurred
     Indebtedness in an amount equal to the Attributable Indebtedness in respect
     of such Sale/Leaseback Transaction pursuant to Section 3.03 hereof;

          (3) the Company or such Restricted Subsidiary would be permitted to
     create a Lien on the property subject to such Sale/Leaseback Transaction
     without securing the Securities pursuant to Section 3.06 hereof; and

          (4) the Sale/Leaseback Transaction is treated as an Asset Disposition
     and all of the conditions of this Indenture described under Section 3.09
     hereof (including the provisions concerning the application of Net
     Available Cash after the Sale/Leaseback

<PAGE>

                                                                              52

     Transaction) are satisfied at the time required to be satisfied pursuant to
     that covenant with respect to such Sale/Leaseback Transaction, treating all
     of the cash consideration (with the items constituting cash consideration
     to be determined in accordance with Section 3.09 hereof) received in such
     Sale/Leaseback Transaction as Net Available Cash for purposes of such
     covenant.

          SECTION 3.08. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Company will not, and will not permit any
Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or consensual restriction on the ability of
any Restricted Subsidiary to:

          (1) pay dividends or make any other distributions on its Capital Stock
     or pay any Indebtedness or other obligations owed to the Company or any
     Restricted Subsidiary (it being understood that the priority of any
     Preferred Stock in receiving dividends or liquidating distributions prior
     to dividends or liquidating distributions being paid on Common Stock shall
     not be deemed a restriction on the ability to make distributions on Capital
     Stock);

          (2) make any loans or advances to the Company or any Restricted
     Subsidiary (it being understood that the subordination of loans or advances
     made to the Company or any Restricted Subsidiary to other Indebtedness
     Incurred by the Company or any Restricted Subsidiary, or the waiver or
     deferral of the rights of a guarantor to reimbursement, indemnity,
     subrogation or similar rights, shall not be deemed a restriction on the
     ability to make loans or advances); or

          (3) transfer any of its property or assets to the Company or any
     Restricted Subsidiary.

          The preceding provisions will not prohibit:

                    (i)  any encumbrance or restriction pursuant to an agreement
              in effect at or entered into on the Issue Date (including, without
              limitation, this Indenture, the Securities and the Senior Credit
              Agreement in effect on such date);

                    (ii) any encumbrance or restriction with respect to a
              Restricted Subsidiary existing prior to the date on which such
              Restricted Subsidiary was acquired by the Company (including upon
              Inrange and its Subsidiaries being designated as Restricted
              Subsidiaries of the Company) (other than Indebtedness Incurred (a)
              to provide all or any portion of the funds utilized to consummate
              the transaction or series of related transactions pursuant to
              which such Restricted Subsidiary became a Restricted Subsidiary or
              was merged into a Restricted Subsidiary or was acquired by the
              Company or (b) otherwise in connection with, or in contemplation
              of, such acquisition or designation as a Restricted Subsidiary)
              and outstanding on such date;

<PAGE>

                                                                              53

                    (iii) any encumbrance or restriction with respect to a
              Restricted Subsidiary pursuant to an agreement effecting a
              refunding, replacement, refinancing, amendment or modification
              pursuant to an agreement referred to in clause (i) or (ii) of this
              paragraph or this clause (iii) or contained in any amendment or
              modification to an agreement referred to in clause (i) or (ii) of
              this paragraph or this clause (iii); provided, however, that the
              encumbrances and restrictions with respect to such Restricted
              Subsidiary contained in any such agreement, amendment or
              modification are no less favorable in the aggregate in any
              material respect to the Holders of the Securities than the
              encumbrances and restrictions contained in such agreements
              referred to in clauses (i) and (ii) of this paragraph on the Issue
              Date or the date of Incurrence with respect to this clause (iii)
              or the date each of Inrange and its Subsidiaries or such
              Restricted Subsidiary became or was designated a Restricted
              Subsidiary or was merged into a Restricted Subsidiary, whichever
              is applicable;

                    (iv)  in the case of clause (3) of the first paragraph of
              this covenant, any encumbrance or restriction:

                          (a) that restricts in a customary manner the
                    subletting, assignment or transfer of any property or asset
                    that is subject to a lease, license or similar contract, or
                    the assignment or transfer of any such lease, license or
                    other contract;

                          (b) contained in mortgages, pledges or other security
                    agreements permitted under this Indenture securing
                    Indebtedness of the Company or a Restricted Subsidiary to
                    the extent such encumbrances or restrictions restrict the
                    transfer of the property subject to such mortgages, pledges
                    or other security agreements; or

                          (c) pursuant to customary provisions restricting
                    dispositions of real property interests set forth in any
                    reciprocal easement agreements of the Company or any
                    Restricted Subsidiary;

                    (v)   purchase money obligations for property acquired in
              the ordinary course of business, Capitalized Lease Obligations,
              industrial revenue bonds, or operating leases that impose
              encumbrances or restrictions on the property so acquired or
              covered thereby;

                    (vi)  any Purchase Money Note or other Indebtedness or any
              contractual requirements (including, without limitation,
              encumbrances or restrictions) Incurred with respect to, or in
              connection with, a Qualified Receivables Transaction relating
              exclusively to a Receivables Entity;

                    (vii) any restriction with respect to a Restricted
              Subsidiary (or any of its property or assets) imposed pursuant to
              an agreement entered

<PAGE>

                                                                              54

               into for the direct or indirect sale or disposition of the
               Capital Stock or assets of a Restricted Subsidiary (or the
               property or assets that are subject to such restriction) pending
               the closing of such sale or disposition;

                    (viii) encumbrances or restrictions arising or existing by
               reason of applicable law or any applicable rule, regulation or
               order or required by any governmental authority;

                    (ix)   restrictions on cash or other deposits or net worth
               imposed by customers under contracts entered into in the ordinary
               course of business;

                    (x)    encumbrances or restrictions existing under or by
               reason of Permitted Subsidiary Acquisitions, provisions in joint
               venture arrangements and other similar arrangements;

                    (xi)   (a) encumbrances or restrictions contained in
               indentures or other debt instruments or debt arrangements
               Incurred by the Company or any Restricted Subsidiary in
               accordance with Section 3.03 hereof that are not materially more
               restrictive, taken as a whole, than either those in this
               Indenture governing the Securities or the Senior Credit Agreement
               on the date of this Indenture (which may result in encumbrances
               or restrictions comparable to those applicable to the Company at
               a Restricted Subsidiary level), (b) encumbrances or restrictions
               contained in indentures or other debt instruments or debt
               arrangements Incurred by a Foreign Subsidiary or (c) encumbrances
               or restrictions contained in indentures or other debt instruments
               or debt arrangements Incurred by Inrange or any of its Restricted
               Subsidiaries (if Inrange is a Restricted Subsidiary) which are
               customary for such type of financing;

                    (xii)  any Permitted Lien;

                    (xiii) customary restrictions imposed on the transfer of
               copyrighted or patented materials or other intellectual property
               and customary provisions in agreements that restrict the
               assignment of such agreements or any rights thereunder;

                    (xiv)  agreements entered into between a Restricted
               Subsidiary and another Restricted Subsidiary; provided that the
               second Restricted Subsidiary is not a Subsidiary of the first
               Restricted Subsidiary; and

                    (xv)   supermajority board requirements included in the
               organizational documents of Inrange, or contractual agreements to
               which Inrange is a party.

Notwithstanding the foregoing, this covenant shall not be breached as a
consequence of a decrease in the size of the exception provided by clauses (20)
or (24) of the definition of

<PAGE>

                                                                              55

"Permitted Liens" due to a decrease in Total Tangible Assets or Total Foreign
Assets, as the case may be.

          SECTION 3.09. Limitation on Sales of Assets and Subsidiary Stock. The
Company will not, and will not permit any of its Restricted Subsidiaries to,
make any Asset Disposition unless:

          (1) the Company or such Restricted Subsidiary, as the case may be,
     receives consideration at least equal to the fair market value at the time
     of contractually agreeing to such Asset Disposition, as determined with
     respect to transactions in excess of $50.0 million in good faith by Senior
     Management (including as to the value of all non-cash consideration), of
     the shares and assets subject to such Asset Disposition;

          (2) except in the case of Asset Swaps, at least 75% of the
     consideration from such Asset Disposition received by the Company or such
     Restricted Subsidiary, as the case may be, is in the form of cash or Cash
     Equivalents; and

          (3) an amount equal to 100% of the Net Available Cash from such Asset
     Disposition is applied by the Company or such Restricted Subsidiary, as the
     case may be:

                (a) to the extent the Company or any Restricted Subsidiary, as
          the case may be, elects (or is required by the terms of any
          Indebtedness), to prepay, repay or purchase Indebtedness of the
          Company (other than Disqualified Stock or Subordinated Obligations) or
          Indebtedness (other than any Preferred Stock or Guarantor Subordinated
          Obligation) of a Restricted Subsidiary (in each case other than
          Indebtedness owed to the Company or an Affiliate of the Company)
          within 365 days from the later of the date of such Asset Disposition
          or the receipt of such Net Available Cash, unless cash is otherwise
          used in accordance with clause (b); provided, however, that in
          connection with any prepayment, repayment or purchase of Indebtedness
          pursuant to this clause (a), the Company or such Restricted Subsidiary
          will retire such Indebtedness and will cause the related commitment
          (if any) or obligation to be permanently reduced in an amount equal to
          the principal amount so prepaid, repaid or purchased; or

                (b) to the extent the Company or such Restricted Subsidiary
          elects, to invest in Additional Assets within 365 days from the later
          of the date of such Asset Disposition or the receipt of such Net
          Available Cash or pursuant to arrangements in place within the 365 day
          period and to be completed within 90 days after execution of such
          arrangement; provided that pending the final application of any such
          Net Available Cash in accordance with this clause (b) or clause (a)
          above, the Company and its Restricted Subsidiaries may temporarily
          reduce Indebtedness or otherwise invest such Net Available Cash in any
          manner not prohibited by this Indenture.

          Any Net Available Cash from Asset Dispositions that are not applied or
invested as provided in the preceding paragraph will be deemed to constitute
"Excess Proceeds." On the 366th day after an Asset Disposition (subject to the
90-day extension period set forth above), if

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                                                                              56

the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will
be required to make an offer ("Asset Disposition Offer") to all Holders of
Securities and to the extent required by the terms of other Pari Passu
Indebtedness, to all Holders of other Pari Passu Indebtedness outstanding with
similar provisions requiring the Company to make an offer to purchase such Pari
Passu Indebtedness with the proceeds from any Asset Disposition ("Pari Passu
Notes"), to purchase the maximum principal amount of Securities and any such
Pari Passu Notes to which the Asset Disposition Offer applies that may be
purchased out of the Excess Proceeds, at an offer price in cash in an amount
equal to 100% of the principal amount of the Securities and Pari Passu Notes (or
100% of the accreted value thereof, in the case of Indebtedness sold at a
discount, as the case may be) plus accrued and unpaid interest to the date of
purchase, in accordance with the procedures set forth in this Indenture or the
agreements governing the Pari Passu Notes, as applicable, in each case in
integral multiples of $1,000. To the extent that the aggregate amount of
Securities and Pari Passu Notes so validly tendered and not properly withdrawn
pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the
Company may use any remaining Excess Proceeds for general corporate purposes,
subject to the other covenants contained in this Indenture. The terms of any
offer for Pari Passu Notes shall be governed by the agreement pursuant to which
such Pari Passu Notes were issued. If the aggregate principal amount of
Securities surrendered by Holders thereof and other Pari Passu Notes (or
accreted value, as applicable) surrendered by holders or lenders, collectively,
exceeds the amount of Excess Proceeds, the Trustee shall select the notes to be
purchased on a pro rata basis on the basis of the aggregate principal amount of
tendered Securities and Pari Passu Notes (or accreted value, as applicable).
Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds
shall be reset at zero.

         The Asset Disposition Offer will remain open for a period of 20
Business Days following its commencement, except to the extent that a longer
period is required by applicable law (the "Asset Disposition Offer Period"). No
later than five Business Days after the termination of the Asset Disposition
Offer Period (the "Asset Disposition Purchase Date"), the Company will purchase
the principal amount of Securities and Pari Passu Notes (or accreted value, as
applicable) required to be purchased pursuant to this covenant (the "Asset
Disposition Offer Amount") or, if less than the Asset Disposition Offer Amount
has been so validly tendered, all Securities and Pari Passu Notes validly
tendered in response to the Asset Disposition Offer.

         If the Asset Disposition Purchase Date is on or after an interest
record date and on or before the related interest payment date, any accrued and
unpaid interest will be paid to the Person in whose name a Security is
registered at the close of business on such record date, and no additional
interest will be payable to Holders of the Securities who tender Securities
pursuant to the Asset Disposition Offer.

         On or before the Asset Disposition Purchase Date, the Company will, to
the extent lawful, accept for payment, on a pro rata basis to the extent
necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes
or portions of Securities and Pari Passu Notes so validly tendered and not
properly withdrawn pursuant to the Asset Disposition Offer, or if less than the
Asset Disposition Offer Amount has been validly tendered and not properly
withdrawn, all Securities and Pari Passu Notes so validly tendered and not
properly withdrawn, in each case in integral multiples of $1,000. The Company
will deliver to the Trustee an Officers' Certificate stating that such
Securities or portions thereof were accepted for payment

<PAGE>

                                                                              57

by the Company in accordance with the terms of this covenant and, in addition,
the Company will deliver all certificates and Securities required, if any, by
the agreements governing the Pari Passu Notes. The Company or the Paying Agent,
as the case may be, will promptly (but in any case not later than five Business
Days after the termination of the Asset Disposition Offer Period) mail or
deliver to each tendering Holder of Securities or holder or lender of Pari Passu
Notes, as the case may be, an amount equal to the purchase price of the
Securities or Pari Passu Notes so validly tendered and not properly withdrawn by
such holder or lender, as the case may be, and accepted by the Company for
purchase, and the Company will promptly issue a new Security, and the Trustee,
upon delivery of an Officers' Certificate from the Company will authenticate and
mail or deliver such new Security to such Holder, in a principal amount equal to
any unpurchased portion of the Security surrendered; provided that each such new
Security will be in a principal amount of $1,000 or an integral multiple of
$1,000. In addition, the Company will take any and all other actions required by
the agreements governing the Pari Passu Notes. Any Security not so accepted will
be promptly mailed or delivered by the Company to the Holder thereof. The
Company will publicly announce the results of the Asset Disposition Offer on the
Asset Disposition Purchase Date.

                  For the purposes of this Section 3.09, the following will be
deemed to be cash:

                  (1) the assumption by the transferee of Indebtedness (other
         than Subordinated Obligations or Disqualified Stock) of the Company or
         Indebtedness (other than Guarantor Subordinated Obligations or
         Preferred Stock) of any Restricted Subsidiary of the Company and the
         release (by operation of law or the sale of the Capital Stock of a
         Restricted Subsidiary in the absence of any continuing Guarantee or
         credit support or otherwise by the Company or any Restricted
         Subsidiary) of the Company or such Restricted Subsidiary from all
         liability on such Indebtedness in connection with such Asset
         Disposition (in which case the Company will, without further action, be
         deemed to have applied such deemed cash to Indebtedness in accordance
         with clause (a) above);

                  (2) any Designated Noncash Consideration received by the
         Company or any of its Restricted Subsidiaries in the Asset Disposition;
         and

                  (3) securities, notes or other obligations received by the
         Company or any Restricted Subsidiary of the Company from the transferee
         that are converted, sold or exchanged within 30 days of receipt by the
         Company or such Restricted Subsidiary into cash.

                  The Company and any Restricted Subsidiary will be permitted to
engage in any Asset Swaps, provided that in the event such Asset Swap involves
the transfer by the Company or any Restricted Subsidiary of assets having an
aggregate fair market value, as determined in good faith by Senior Management,
to be in excess of $50.0 million, the terms of such Asset Swap have been
approved by Senior Management as evidenced by a Senior Management Certificate.

                  The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to this
Indenture. To the extent that the provisions of

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                                                                              58

any securities laws or regulations conflict with provisions of this Section
3.09, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this
Indenture by virtue of any conflict.

                  SECTION 3.10. Limitation on Affiliate Transactions. The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, enter into or conduct any transaction (including the
purchase, sale, lease or exchange of any property or the rendering of any
service) with any Affiliate of the Company (an "Affiliate Transaction") unless:

                  (1) the terms of such Affiliate Transaction, taken as a whole,
         are no less favorable to the Company or such Restricted Subsidiary, as
         the case may be, than those that could be obtained on an arm's-length
         basis with a Person who is not such an Affiliate; and

                  (2) in the event such Affiliate Transaction involves an
         aggregate amount in excess of $50.0 million, either (a) the terms of
         such transaction have been approved by a majority of the members of the
         Board of Directors of the Company and by a majority of the members of
         such Board having no personal stake (it being understood that directors
         of the Company who are not directors of Inrange and beneficially own
         less than 1/2 of 1% of the Common Stock of Inrange shall be deemed to
         have no personal stake in Inrange by virtue of being directors of the
         Company or beneficial ownership of Common Stock of Inrange) in such
         transaction, if any (and such majority or majorities, as the case may
         be, determines that such Affiliate Transaction satisfies the criteria
         in clause (1) above) or (b) the Company has received a written opinion
         from an independent investment banking firm of nationally recognized
         standing to the effect that such Affiliate Transaction is not
         materially less favorable than those that might reasonably have been
         obtained in a comparable transaction at such time on an arm's-length
         basis from a Person that is not an Affiliate.

                  The preceding paragraph will not apply to:

                  (1) any Restricted Payment or Permitted Investment permitted
         to be made pursuant to Section 3.05 hereof;

                  (2) any issuance of securities, or other payments, awards or
         grants in cash, securities or otherwise pursuant to, or the funding of,
         employment arrangements, stock options and stock ownership plans and
         other reasonable fees, compensation, benefits and indemnities paid or
         entered into by the Company or its Restricted Subsidiaries in the
         ordinary course of business to or with officers, directors, employees
         or consultants of the Company and its Restricted Subsidiaries;

                  (3) loans or advances to employees (other than executive
         officers) in the ordinary course of business of the Company or any of
         its Restricted Subsidiaries (including for travel, entertainment or
         moving) or guarantees in respect thereof or otherwise made on their
         behalf (including payment on any such guarantees) made in compliance
         with applicable law;

<PAGE>

                                                                              59

                  (4) any transaction between the Company and a Restricted
         Subsidiary (other than a Receivables Entity) or between Restricted
         Subsidiaries (other than a Receivables Entity);

                   (5) the performance of obligations of the Company or any of
         its Restricted Subsidiaries under the terms of any agreement,
         transaction or arrangement to which the Company or any of its
         Restricted Subsidiaries is a party on the Issue Date or to which
         Inrange or any of its Subsidiaries is a party prior to being designated
         as Restricted Subsidiaries of the Company, as these agreements,
         transactions or arrangements may be amended, modified or supplemented
         from time to time; provided, however, that any future amendment,
         modification or supplement entered into after the Issue Date or the
         date of designation of Inrange and its Subsidiaries as Restricted
         Subsidiaries of the Company will be permitted to the extent that its
         terms are no more disadvantageous in the aggregate to the Holders of
         the Securities than the terms of the agreements in effect on Issue
         Date; provided, further, that any future amendment, modification or
         supplement with respect to loan arrangements between the Company and
         Inrange in existence on the Issue Date will be permitted to the extent
         that such terms (x) (i) are approved by the disinterested directors of
         the Company or (ii) are not materially more disadvantageous to the
         Company than the terms of such agreements in existence on the Issue
         Date, and (y) do not revise the formula for the calculation of interest
         rates in an adverse manner to the Company;

                  (6) sales or other transfers or dispositions of Receivables
         and other related assets customarily transferred in an asset
         securitization transaction to a Receivables Entity in a Qualified
         Receivables Transaction, and acquisitions of Permitted Investments and
         related arrangements in connection with a Qualified Receivables
         Transaction;

                  (7) making loans to employees (other than executive officers)
         for the purchase of Capital Stock of the Company in compliance with
         applicable law; and

                  (8) tax sharing agreements between the Company and any
         Restricted Subsidiary.

                  SECTION 3.11. Change of Control. If a Change of Control
occurs, each registered Holder of Securities will have the right to require the
Company to repurchase all or any part (equal to $1,000 or an integral multiple
thereof) of such Holder's Securities at a purchase price in cash equal to 101%
of the principal amount of the Securities plus accrued and unpaid interest, if
any, to the date of purchase (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date).

                  Within 30 days following any Change of Control or, at the
Company's option, prior to any Change of Control but after the public
announcement thereof, the Company will mail a notice (the "Change of Control
Offer") to each registered Holder with a copy to the Trustee stating:

                  (1) that a Change of Control has occurred or may occur and
         that such Holder has the right to require the Company to purchase such
         Holder's Securities at a purchase

<PAGE>

                                                                              60

         price in cash equal to 101% of the principal amount of such Securities
         plus accrued and unpaid interest, if any, to the date of purchase
         (subject to the right of Holders of record on a record date to receive
         interest on the relevant interest payment date) (the "Change of Control
         Payment");

                  (2) the repurchase date (which shall be no earlier than (x)
         the consummation of the Change of Control in the case of a Change of
         Control Offer initiated prior to the consummation of the transaction
         resulting in such Change of Control and (y) in other cases, 30 days
         after the notice is mailed but not later than 60 days from the date
         such notice is mailed) (the "Change of Control Payment Date");

                  (3) that the Change of Control Offer is conditioned on the
         Change of Control occurring if the notice is mailed prior to a Change
         of Control; and

                  (4) the procedures determined by the Company, consistent with
         this Indenture, that a Holder must follow in order to have its
         Securities repurchased.

                  On the Change of Control Payment Date, the Company will, to
the extent lawful:

                  (1) accept for payment all Securities or portions of
         Securities (equal to $1,000 or an integral multiple of $1,000) properly
         tendered under the Change of Control Offer;

                  (2) deposit with the Paying Agent an amount equal to the
         Change of Control Payment in respect of all Securities or portions of
         Securities so tendered; and

                  (3) deliver or cause to be delivered to the Trustee the
         Securities so accepted together with an Officers' Certificate stating
         the aggregate principal amount of Securities or portions of Securities
         being purchased by the Company.

                  The Paying Agent will promptly mail to each Holder of
Securities so tendered the Change of Control Payment for such Securities, and
the Trustee will promptly authenticate and mail (or cause to be transferred by
book entry) to each Holder a new Security equal in principal amount to any
unpurchased portion of the Securities surrendered, if any; provided that each
such new Security will be in a principal amount of $1,000 or an integral
multiple of $1,000.

                  If the Change of Control Payment Date is on or after an
interest record date and on or before the related interest payment date, any
accrued and unpaid interest, if any, will be paid to the Person in whose name a
Security is registered at the close of business on such record date, and no
additional interest will be payable to Holders who tender pursuant to the Change
of Control Offer.

                  The Change of Control provisions described above will be
applicable whether or not any other provisions of this Indenture are applicable.

                  Before mailing a Change of Control Offer, and as a condition
to such mailing (i) the requisite Holders of each issue of Indebtedness issued
under any credit agreement, indenture or other agreement that may be violated by
such payment shall have consented to such Change of Control Offer being made and
waived the event of default, if any, caused by the Change of

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                                                                              61

Control or (ii) the Company will repay all outstanding Indebtedness issued under
any credit agreement, indenture or other agreement that may be violated by a
payment to the Holders of Securities under a Change of Control Offer or the
Company must offer to repay all such Indebtedness, and make payment to the
holders of such Indebtedness that accept such offer and obtain waivers of any
event of default from the remaining holders of such Indebtedness. The Company
covenants to effect such repayment or obtain such consent and waiver within 30
days following any Change of Control (or in the case of a Change of Control
Offer initiated prior to the consummation of the transaction resulting in a
Change of Control, on or prior to the later of the date of such transaction or
the closing of the Change of Control Offer), it being a default under this
Indenture if the Company fails to comply with such covenant within 30 days
following any Change of Control (or in the case of a Change of Control Offer
initiated prior to the consummation of the transaction resulting in a Change of
Control, on or prior to the later of the date of such transaction or the closing
of the Change of Control Offer).

         The Company will not be required to make a Change of Control Offer upon
a Change of Control (or in advance of a Change of Control but after the public
announcement of the transaction that would, if consummated, result in a Change
of Control) if a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in this
Indenture applicable to a Change of Control Offer made by the Company and
purchases all Securities validly tendered and not withdrawn under such Change of
Control Offer.

         The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to this
covenant. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Indenture, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations described in this Indenture by virtue of the
conflict.

         SECTION 3.12. Further Instruments and Acts. Upon the reasonable request
of the Trustee, the Company will execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.

         SECTION 3.13. Effectiveness of Covenants. The covenants and provisions
described under Sections 3.02 (to the extent not otherwise required under the
TIA), 3.03, 3.04, 3.05, 3.08, 3.09, 3.10 and clause (3) of Section 4.01 hereof
(the "Suspended Covenants") will no longer be in effect upon the Company
reaching Investment Grade Status; provided, that no Default has occurred and is
continuing. The Company shall provide a Responsible Officer of the Trustee with
written notice when the Suspended Covenants are no longer in effect.

         SECTION 3.14. Additional Covenants. The Company will be subject to the
covenants set forth in Sections 1002, 1003 and 1004 of the Original Indenture in
addition to the covenants set forth in this First Supplemental Indenture.

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                                                                              62

                                   ARTICLE IV

                                SUCCESSOR COMPANY

         SECTION 4.01. Merger and Consolidation. The Company will not
consolidate with or merge with or into, or convey, transfer or lease all or
substantially all its assets to, any Person, unless:

         (1) the resulting, surviving or transferee Person (the "Successor
     Company") will be the Company or a corporation, partnership, trust or
     limited liability company organized and existing under the laws of the
     United States of America, any State of the United States or the District of
     Columbia and the Successor Company (if not the Company) will expressly
     assume, by supplemental indenture, executed and delivered to the Trustee,
     in form satisfactory to the Trustee, all the obligations of the Company
     under the Securities and this Indenture;

         (2) immediately after giving effect to such transaction (and treating
     any Indebtedness that becomes an obligation of the Successor Company or any
     Subsidiary of the Successor Company as a result of such transaction as
     having been Incurred by the Successor Company or such Subsidiary at the
     time of such transaction), no Default or Event of Default shall have
     occurred and be continuing;

         (3) immediately after giving effect to such transaction, either (A) the
     Successor Company would be able to Incur at least an additional $1.00 of
     Indebtedness pursuant to the first paragraph of the covenant described
     under Section 3.03 hereof or (B) the Consolidated Coverage Ratio for the
     Successor Company and its Restricted Subsidiaries would be equal to or
     greater than such ratio for the Company and its Restricted Subsidiaries
     immediately prior to such transaction;

         (4) each Subsidiary Guarantor (unless it is the other party to the
     transactions above, in which case clause (1) shall apply) shall have by
     supplemental indenture confirmed that its Subsidiary Guarantee shall apply
     to such Person's obligations in respect of this Indenture and the
     Securities; and

         (5) the Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger or transfer and such supplemental indenture (if any)
     comply with this Indenture.

         For purposes of this Section 4.01, the sale, lease, conveyance,
assignment, transfer or other disposition of all or substantially all of the
properties and assets of one or more Subsidiaries of the Company (other than to
the Company or a Restricted Subsidiary), which properties and assets, if held by
the Company instead of such Subsidiaries, would constitute all or substantially
all of the properties and assets of the Company on a consolidated basis, shall
be deemed to be the transfer of all or substantially all of the properties and
assets of the Company.

         The Successor Company will succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture, but, in the
case of a lease of all or

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                                                                              63

substantially all its assets, the Company will not be released from the
obligation to pay the principal of and interest on the Securities.

         Notwithstanding the preceding clause (3), (x) any Restricted Subsidiary
of the Company may consolidate with, merge into or transfer all or part of its
properties and assets to the Company and (y) the Company may merge with an
Affiliate incorporated solely for the purpose of reincorporating the Company in
another jurisdiction to realize tax benefits.

         The Company shall be subject to this Section 4.01 in lieu of Sections
801 and 803 of the Original Indenture (which shall be of no force and effect for
the Securities). In addition, the provisions of Section 802 of the Original
Indenture shall apply to any merger or consolidation pursuant to this Section
4.01.

         The Company shall not permit any Subsidiary Guarantor to consolidate
with or merge with or into any Person (other than another Subsidiary Guarantor)
unless

            (i)   the resulting, surviving or transferee Person shall be a
corporation, partnership, trust or limited liability company organized and
existing under the laws of the United States of America, any State of the United
States or the District of Columbia and such Person (if not such Subsidiary
Guarantor) shall expressly assume, by supplemental indenture, executed and
delivered to the Trustee, in form satisfactory to the Trustee, all the
obligations of such Subsidiary Guarantor under its Notes Guarantee;

            (ii)  immediately after giving effect to such transaction (and
treating any Indebtedness that becomes an obligation of the resulting, surviving
or transferee Person or any Restricted Subsidiary as a result of such
transaction as having been Incurred by such Person or such Restricted Subsidiary
at the time of such transaction), no Default or Event of Default shall have
occurred and be continuing; and

            (iii) the Company shall have delivered to the Trustee an Officers'
Certificate and, in the case of a transaction involving a Significant
Subsidiary, an Opinion of Counsel, each stating that such consolidation, merger
or transfer and such supplemental indenture (if any) comply with the Indenture.

                                   ARTICLE V

                              DEFAULTS AND REMEDIES

         SECTION 5.01. Events of Default. Each of the following is an "Event of
Default":

         (1) default in any payment of interest on any Security when due,
     continued for 30 days;

         (2) default in the payment of principal of or premium, if any, on any
     Security when due at its Stated Maturity, upon optional redemption, upon
     required repurchase, upon declaration or otherwise;

<PAGE>

                                                                              64

         (3) failure by the Company or any Subsidiary Guarantor to comply with
     its obligations under Article IV above;

         (4) failure by the Company to comply for 30 days after notice with any
     of its obligations under Article III above (in each case, other than a
     failure to purchase Securities which will constitute an Event of Default
     under clause (2) above);

         (5) failure by the Company to comply for 60 days after notice with its
     other agreements contained in the Indenture;

         (6) default under any mortgage, indenture or instrument under which
     there may be issued or by which there may be secured or evidenced any
     Indebtedness for money borrowed by the Company or any of its Significant
     Subsidiaries or group of Restricted Subsidiaries that, taken together (as
     of the latest audited consolidated financial statements for the Company and
     its Restricted Subsidiaries), would constitute a Significant Subsidiary (or
     the payment of which is guaranteed by the Company or any of its Significant
     Subsidiaries or group of Restricted Subsidiaries that, taken together (as
     of the latest audited consolidated financial statements for the Company and
     its Restricted Subsidiaries), would constitute a Significant Subsidiary),
     other than Indebtedness owed to the Company or a Restricted Subsidiary,
     whether such Indebtedness or guarantee now exists, or is created after the
     date of the Indenture, which default:

              (a) is caused by a failure to pay principal of, or interest or
         premium, if any, on such Indebtedness before the expiration of the
         grace period provided in such Indebtedness ("payment default"); or

              (b) results in the acceleration of such Indebtedness before its
         maturity (the "cross acceleration provision");

         and, in each case, the principal amount of any such Indebtedness,
         together with the principal amount of any other such Indebtedness under
         which there has been a payment default or the maturity of which has
         been so accelerated, aggregates $50.0 million or more;

         (7) (a) the Company or Significant Subsidiary (other than any
     Receivables Entity) or a group of Restricted Subsidiaries (other than
     Receivables Entities) that, taken together (as of the latest audited
     consolidated financial statements for the Company and its Restricted
     Subsidiaries), would constitute a Significant Subsidiary pursuant to or
     within the meaning of any Bankruptcy Law:

                 (i)   commences a voluntary case or proceeding;

                 (ii)  consents to the entry of judgment, decree or order for
              relief against it in an involuntary case or proceeding;

                 (iii) consents to the appointment of a Custodian of it or for
              all or substantially all of its property;

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                                                                              65

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

                  (v)   consents to or acquiesces in the institution of a
              bankruptcy or an insolvency proceeding against it; or

                  (vi)  takes any corporate action to authorize or effect any of
              the foregoing;

         or takes any comparable action under any foreign laws relating to
         insolvency; or

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

                  (i)   is for relief against the Company or any Significant
              Subsidiary (other than any Receivables Entity) or a group of
              Restricted Subsidiaries (other than Receivables Entities) that,
              taken together (as of the latest audited consolidated financial
              statements for the Company and its Restricted Subsidiaries), would
              constitute a Significant Subsidiary in an involuntary case;

                  (ii)  appoints a Custodian of the Company or any Significant
              Subsidiary (other than any Receivables Entity) or a group of
              Restricted Subsidiaries (other than Receivables Entities) that,
              taken together (as of the latest audited consolidated financial
              statements for the Company and its Restricted Subsidiaries), would
              constitute a Significant Subsidiary or for all or substantially
              all of its property; or

                  (iii) orders the winding up or liquidation of the Company or
              any Significant Subsidiary (other than any Receivables Entity) or
              a group of Restricted Subsidiaries (other than Receivables
              Entities) that, taken together (as of the latest audited
              consolidated financial statements for the Company and its
              Restricted Subsidiaries) would constitute a Significant
              Subsidiary;

         or any similar relief is granted under any foreign laws and the order,
         decree or relief remains unstayed and in effect for 60 days;

         (8) failure by the Company or any Significant Subsidiary or group of
Restricted Subsidiaries that, taken together (as of the latest audited
consolidated financial statements for the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary to pay final judgments
aggregating in excess of $50.0 million (net of any amounts covered by a
reputable and creditworthy insurance company), which judgments are not paid,
discharged or stayed for a period of 60 days (the "judgment default provision");
or

         (9) any Subsidiary Guarantee of a Significant Subsidiary or group of
Restricted Subsidiaries that, taken together (as of the latest audited
consolidated financial statements of the Company and its Restricted
Subsidiaries), would constitute a Significant

<PAGE>

                                                                              66

         Subsidiary ceases to be in full force and effect (except in accordance
         with the terms of the Indenture) or is declared null and void in a
         judicial proceeding or any Significant Subsidiary or group of
         Restricted Subsidiaries that, taken together (as of the latest audited
         consolidated financial statements of the Company and its Restricted
         Subsidiaries), would constitute a Significant Subsidiary denies or
         disaffirms its obligations under the Indenture or its Subsidiary
         Guarantee.

                  However, a default under clauses (4) and (5) of this Section
5.01 will not constitute an Event of Default until the Trustee or the Holders of
at least 25% in principal amount of the outstanding Securities notify the
Company of the default and the Company does not cure such default within the
time specified in clauses (4) and (5) of this paragraph after receipt of such
notice.

                  This Section 5.01 shall be applicable with respect to the
Securities in lieu of Section 501 of the Original Indenture (which shall be of
no force and effect for the Securities).

                  SECTION 5.02. Acceleration. If an Event of Default (other than
an Event of Default described in Section 5.01(7) above with respect to the
Company) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in principal amount of the outstanding Securities by
notice to the Company and the Trustee, may, and the Trustee at the request of
such Holders shall, declare the principal of, premium, if any, and accrued and
unpaid interest, if any, on all the Securities to be due and payable. Upon such
a declaration, such principal, premium and accrued and unpaid interest will be
due and payable immediately. In the event of a declaration of acceleration of
the Securities because an Event of Default described in Section 5.01(6) above
has occurred and is continuing, the declaration of acceleration of the
Securities shall be automatically annulled if the event of default or payment
default triggering such Event of Default pursuant to Section 5.01(6) above shall
be remedied or cured by the Company or a Restricted Subsidiary of the Company or
waived by the holders of the relevant Indebtedness within 30 days after the
declaration of acceleration with respect thereto and if (1) the annulment of the
acceleration of the Securities would not conflict with any judgment or decree of
a court of competent jurisdiction and (2) all existing Events of Default, except
nonpayment of principal, premium or interest on the Securities that became due
solely because of the acceleration of the Securities, have been cured or waived.
If an Event of Default described in Section 5.01(7) above with respect to the
Company occurs and is continuing, the principal of, premium, if any, and accrued
and unpaid interest on all the Securities will become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holders. The Holders of a majority in principal amount of the outstanding
Securities may waive all past defaults (except with respect to nonpayment of
principal, premium or interest) and rescind any such acceleration with respect
to the Securities and its consequences if (1) rescission would not conflict with
any judgment or decree of a court of competent jurisdiction and (2) all existing
Events of Default, other than the nonpayment of the principal of, premium, if
any, and interest on the Securities that have become due solely by such
declaration of acceleration, have been cured or waived.

                  This Section 5.02 shall be applicable with respect to the
Securities in lieu of Section 502 of the Original Indenture (which shall be of
no force and effect for the Securities).

<PAGE>

                                                                              67

                  SECTION 5.03. Other Remedies. If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of (or premium, if any) or interest on the Securities or to
enforce the performance of any provision of the Securities or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

                  This Section 5.03 shall be applicable with respect to the
Securities in lieu of the applicable provisions of Sections 505, 510 and 511 of
the Original Indenture (which shall be of no force and effect for the
Securities).

                  SECTION 5.04. Waiver of Past Defaults. The Holders of a
majority in principal amount of the outstanding Securities by notice to the
Trustee may (a) waive, by their consent (including, without limitation consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Securities), an existing Default or Event of Default and its consequences
except (i) a Default or Event of Default in the payment of the principal of, or
premium, if any, or interest on a Security or (ii) a Default or Event of Default
in respect of a provision that under Section 7.02 hereof cannot be amended
without the consent of each Holder affected and (b) rescind any such
acceleration with respect to the Securities and its consequences if rescission
would not conflict with any judgment or decree of a court of competent
jurisdiction. When a Default or Event of Default is waived, it is deemed cured,
but no such waiver shall extend to any subsequent or other Default or Event of
Default or impair any consequent right. This Section 5.04 shall be applicable
with respect to the Securities in lieu of the applicable provisions of Section
514 of the Original Indenture (which shall be of no force and effect for the
Securities).

                  SECTION 5.05. Limitation on Suits. Subject to the provisions
of this Indenture relating to the duties of the Trustee, if an Event of Default
occurs and is continuing, the Trustee will be under no obligation to exercise
any of the rights or powers under this Indenture at the request or direction of
any of the Holders unless such Holders have offered to the Trustee reasonable
indemnity or security against any loss, liability or expense. Except to enforce
the right to receive payment of principal, premium, if any, or interest when
due, no Holder may pursue any remedy with respect to this Indenture or the
Securities unless:

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

                  (2) Holders of at least 25% in principal amount of the
         outstanding Securities have requested the Trustee to pursue the remedy;

                  (3) such Holders have offered the Trustee reasonable security
         or indemnity against any loss, liability or expense;

                  (4) the Trustee has not complied with such request within 60
         days after the receipt of the request and the offer of security or
         indemnity; and

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                                                                              68

                  (5) the Holders of a majority in principal amount of the
         outstanding Securities have not given the Trustee a direction that, in
         the opinion of the Trustee, is inconsistent with such request within
         such 60-day period.

                  This Section 5.05 shall be applicable with respect to the
Securities in lieu of Section 507 of the Original Indenture (which shall be of
no force and effect for the Securities).

                  SECTION 5.06. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture (including, without
limitation, Section 5.05 above), the right of any Holder to receive payment of
principal of, premium (if any) or interest on the Securities held by such
Holder, on or after the respective due dates expressed in the Securities, or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.
This Section 5.06 shall be applicable with respect to the Securities in lieu of
Section 508 of the Original Indenture (which shall be of no force and effect for
the Securities).

                  SECTION 5.07. Collection Suit by Trustee. If an Event of
Default specified in clauses (1) or (2) of Section 5.01 above occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount then due and owing
(together with interest on any unpaid interest to the extent lawful) and the
amounts provided for in Section 606 of the Original Indenture. This Section 5.07
shall be applicable with respect to the Securities in lieu of Section 503 of the
Original Indenture (which shall be of no force and effect for the Securities).

                  SECTION 5.08. Trustee May File Proofs of Claim. The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Holders allowed in any judicial proceedings
relative to the Company, its Subsidiaries or its or their respective creditors
or properties and, unless prohibited by law or applicable regulations, may vote
on behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions, and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make 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
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and its counsel, and any other amounts due the Trustee under Section
606 of the Original Indenture. This Section 5.08 shall be applicable with
respect to the Securities in lieu of Section 504 of the Original Indenture
(which shall be of no force and effect for the Securities).

                  SECTION 5.09. Priorities. If the Trustee collects any money or
property pursuant to this Article V, it shall pay out the money or property in
the following order:

                  FIRST: to the Trustee or any predecessor trustee for amounts
         due under Section 606 of the Original Indenture;

                  SECOND: to Holders for amounts due and unpaid on the
         Securities for principal, premium, if any, and interest, ratably,
         without preference or priority of any kind,

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                                                                              69

                  according to the amounts due and payable on the Securities for
         principal and interest, respectively; and

                  THIRD: to the Company.

The Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section. At least 15 days before such record date, the Company
shall mail to each Holder and the Trustee a notice that states the record date,
the payment date and amount to be paid.

                  This Section 5.09 shall be applicable with respect to the
Securities in lieu of Section 506 of the Original Indenture (which shall be of
no force and effect for the Securities).

                  SECTION 5.10. 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 or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by the Company, a suit by a Holder pursuant to
Section 5.06 hereof or a suit by Holders of more than 10% in outstanding
principal amount of the Securities. This Section 5.10 shall be applicable with
respect to the Securities in lieu of Section 513 of the Original Indenture
(which shall be of no force and effect for the Securities).

                  SECTION 5.11. Control by Holders of Securities. The Holders of
a majority in principal amount of the outstanding Securities are given the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any trust or power conferred on the
Trustee. In the event an Event of Default has occurred and is continuing, the
Trustee will be required in the exercise of its powers to use the degree of care
that a prudent person would use in the conduct of its own affairs. However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture or, subject to Section 602 of the Original Indenture, that the Trustee
determines is unduly prejudicial to the rights of other Holders or would involve
the Trustee in personal liability; provided, however, that the Trustee may take
any other action deemed proper by the Trustee that is not inconsistent with such
direction. Prior to taking any action with respect to the Securities or the
Indenture, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against all losses and expenses caused by taking or not
taking such action. This Section 5.11 shall be applicable with respect to the
Securities in lieu of Section 512 of the Original Indenture (which shall be of
no force and effect for the Securities).

                  SECTION 5.12. Notices of Default; Compliance Certificate . If
a Default occurs and is continuing and is known to the Trustee, the Trustee must
mail to each Holder notice of the Default within 90 days after it occurs unless
the Default has been previously cured. In addition, except in the case of a
Default in the payment of principal of, premium, if any, or interest on any
Security, the Trustee shall be protected in withholding notice if and so long as
a committee of trust officers of the Trustee in good faith determines that
withholding notice is in the interests of the Holders. In addition, the Company
is required to deliver to the Trustee, within 120 days after

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                                                                              70

the end of each fiscal year, an Officers' Certificate indicating whether the
signers thereof know of any Default that occurred during the previous year. The
Company also is required to deliver to the Trustee, within 30 days after the
knowledge of the occurrence thereof, written notice and a description of any
events which would constitute Defaults, their status and what action the Company
is taking or proposes to take in respect thereof. This Section 5.12 shall be
applicable with respect to the Securities in lieu of Sections 601 and 1005 of
the Original Indenture (which shall be of no force and effect for the
Securities).

                                   ARTICLE VI

                       DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 6.01. Defeasance. (a) Subject to Sections 6.01(b) and
6.02 below, the Company at any time may terminate (i) all its obligations under
the Securities and this Indenture ("legal defeasance option"), and after giving
effect to such legal defeasance, any omission to comply with such obligations
shall no longer constitute a Default or Event of Default or (ii) its obligations
under Sections 3.02, 3.03, 3.04, 3.05, 3.06, 3.07, 3.08, 3.09, 3.10, 3.11, 3.12,
4.01(3) and 4.01(4) hereof and the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply with such covenants shall no longer constitute a Default or
an Event of Default under Section 5.01(3), 5.01(4) and 5.01(5) hereof and the
operation of Sections 5.01(6), 5.01(7) (but only with respect to a Significant
Subsidiary or group of Restricted Subsidiaries that would constitute a
Significant Subsidiary), 5.01(8) and 5.01(9) hereof, and the events specified in
such Sections shall no longer constitute an Event of Default (clause (ii) being
referred to as the "covenant defeasance option"), but except as specified above,
the remainder of this Indenture and the Securities shall be unaffected thereby.
The Company may exercise its legal defeasance option notwithstanding its prior
exercise of its covenant defeasance option. If the Company exercises its
covenant defeasance option, the Company may elect to have any Subsidiary
Guarantees in effect at such time terminate.

                  If the Company exercises its legal defeasance option, payment
of the Securities may not be accelerated because of an Event of Default, and the
Subsidiary Guarantees in effect at such time shall terminate. If the Company
exercises its covenant defeasance option, payment of the Securities may not be
accelerated because of an Event of Default specified in Section 5.01(3), 5.01(4)
(as such Section relates to 3.02, 3.03, 3.04, 3.05, 3.06, 3.07, 3.08, 3.09,
3.10, 3.11 and 3.12 hereof), 5.01(5), 5.01(6), 5.01(7) (but only with respect to
a Significant Subsidiary or group of Restricted Subsidiaries that would
constitute a Significant Subsidiary), 5.01(8) or 5.01(9) hereof or because of
the failure of the Company to comply with Section 4.01(3) or 4.01(4) hereof.

                  Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates.

<PAGE>

                                                                              71

      (b) Notwithstanding the provisions of Sections 6.01(a) hereof, the
Company's obligations in Sections 303, 304, 305, 306, 307, 310, 508, 606, 608,
609, 701, 1002, 1003, and 1005 of the Original Indenture, and in Sections 3.01
and 3.13 of this First Supplemental Indenture and this Article VI shall survive
until the Securities have been paid in full. Thereafter, the Company's
obligations in Section 606 of the Original Indenture, and Sections 6.04 and 6.05
hereof shall survive.

      This Section 6.01 shall be applicable with respect to the Securities in
lieu of Sections 1401, 1402 and 1403 of the Original Indenture (which shall be
of no force and effect for the Securities).

      SECTION 6.02. Conditions to Defeasance. The Company may exercise its legal
defeasance option or its covenant defeasance option only if:

            (1) the Company irrevocably deposits in trust with the Trustee for
      the benefit of the Holders money in U.S. dollars or U.S. Government
      Obligations or a combination thereof for the payment of principal,
      premium, if any, and interest on the Securities to maturity or redemption,
      as the case may be;

            (2) the Company delivers to the Trustee a certificate from a
      nationally recognized firm of independent accountants or nationally
      recognized investment bank expressing their opinion that the payments of
      principal and interest when due and without reinvestment on the deposited
      U.S. Government Obligations plus any deposited money without investment
      will provide cash at such times and in such amounts as will be sufficient
      to pay principal and interest when due on all the Securities to maturity;

            (3) no Default or Event of Default shall have occurred and be
      continuing on the date of such deposit or, with respect to bankruptcy or
      insolvency Events of Default, on the 91st day after such date of deposit;

            (4) such legal defeasance or covenant defeasance shall not result in
      a breach or violation of, or constitute a Default under, this Indenture or
      any other material agreement or instrument to which the Company or any of
      its Subsidiaries is a party or by which the Company or any of its
      Subsidiaries is bound;

            (5) the Company shall have delivered to the Trustee an Opinion of
      Counsel (subject to customary assumptions and exclusions) to the effect
      that (A) the Securities and (B) assuming no intervening bankruptcy of the
      Company between the date of deposit and the 91st day following the deposit
      and that no Holder of the Securities is an insider of the Company, after
      the 91st day following the deposit, the trust funds will not be subject to
      the effect of any applicable bankruptcy, insolvency, reorganization or
      similar laws affecting creditors' right generally;

            (6) the Company delivers to the Trustee an Opinion of Counsel
      (subject to customary assumptions and exclusions) to the effect that the
      trust resulting from the deposit does not constitute, or is qualified as,
      a regulated investment company under the Investment Company Act of 1940;

<PAGE>

                                                                              72

            (7) in the case of the legal defeasance option, the Company shall
      have delivered to the Trustee an Opinion of Counsel (subject to customary
      assumptions and exclusions) in the United States of America stating that
      (i) the Company has received from, or there has been published by, the
      Internal Revenue Service a ruling, or (ii) since the date of this
      Indenture there has been a change in the applicable federal income tax
      law, in either case to the effect that, and based thereon such Opinion of
      Counsel shall confirm that, the Securityholders will not recognize income,
      gain or loss for federal income tax purposes as a result of such
      defeasance and will be subject to federal income tax on the same amounts,
      in the same manner and at the same times as would have been the case if
      such legal defeasance had not occurred;

            (8) in the case of the covenant defeasance option, the Company shall
      have delivered to the Trustee an Opinion of Counsel (subject to customary
      assumptions and exclusions) in the United States of America to the effect
      that the Securityholders will not recognize income, gain or loss for
      federal income tax purposes as a result of such deposit and covenant
      defeasance and will be subject to federal income tax on the same amount,
      in the same manner and at the same times as would have been the case if
      such deposit and covenant defeasance had not occurred; and

            (9) the Company delivers to the Trustee an Officers' Certificate and
      an Opinion of Counsel, each stating that all conditions precedent to the
      defeasance and discharge of the Securities and this Indenture as
      contemplated by this Article VI have been complied with.

            This Section 6.02 shall be applicable with respect to the Securities
in lieu of Section 1404 of the Original Indenture (which shall be of no force
and effect for the Securities).

            SECTION 6.03. Application of Trust Money. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this
Article VI. It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and interest on the Securities. This
Section 6.03 shall be applicable with respect to the Securities in lieu of
Section 1405 of the Original Indenture (which shall be of no force and effect
for the Securities).

            SECTION 6.04. Repayment to Company. The Trustee and the Paying Agent
shall promptly turn over to the Company upon request any excess money, U.S.
Government Obligations or securities held by them upon payment of all the
obligations under this Indenture.

            In the absence of a written request from the Company to return
unclaimed funds to the Company, the Trustee shall from time to time deliver all
unclaimed funds to or as directed by applicable escheat authorities, as
determined by the Trustee in its sole discretion, in accordance with the
customary practices and procedures of the Trustee. Any unclaimed funds held by
the Trustee pursuant to this Section shall be held uninvested and without any
liability for interest. This Section 6.04 shall be applicable with respect to
the Securities in lieu of Section 1405 of the Original Indenture (which shall be
of no force and effect for the Securities).

<PAGE>

                                                                              73

            SECTION 6.05. Indemnity for U.S. Government Obligations. The Company
shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or the
principal and interest received on such U.S. Government Obligations. This
Section 6.05 shall be applicable with respect to the Securities in lieu of
Section 1405 of the Original Indenture (which shall be of no force and effect
for the Securities).

            SECTION 6.06. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article VI by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the obligations of the Company under
this Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article VI until such time as the Trustee
or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article VI; provided, however, that, if the
Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent. This
Section 6.06 shall be applicable with respect to the Securities in lieu of
Section 1406 of the Original Indenture (which shall be of no force and effect
for the Securities).

                                   ARTICLE VII

                              AMENDMENT AND WAIVER

            SECTION 7.01. Without Consent of Holders of Securities. Without the
consent of any Holder, the Company and the Trustee may amend this Indenture and
the Securities to:

            (1) cure any ambiguity, omission, defect or inconsistency;

            (2) provide for the assumption by a successor corporation,
      partnership, trust or limited liability company of the obligations of the
      Company under this Indenture and the Securities;

            (3) provide for uncertificated Securities in addition to or in place
      of certificated Securities (provided that the uncertificated Securities
      are issued in registered form for purposes of Section 163(f) of the Code,
      or in a manner such that the uncertificated Securities are described in
      Section 163(f) (2) (B) of the Code);

            (4) add Guarantees with respect to the Securities or release a
      Subsidiary Guarantor in accordance with this Indenture;

            (5) secure the Securities;

            (6) add to the covenants of the Company or provide additional rights
      or benefits to the Holders or surrender any right or power conferred upon
      the Company;

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

<PAGE>

                                                                              74

            (8) comply with any requirement of the Commission in connection with
      the qualification of this Indenture under the Trust Indenture Act; or

            (9) evidence and provide the acceptance of the appointment of a
      successor trustee under this Indenture.

            This Section 7.01 shall be applicable with respect to the Securities
in lieu of Section 901 of the Original Indenture (which shall be of no force and
effect for the Securities).

            SECTION 7.02. With Consent of Holders of Securities. Subject to
Section 7.01 and the exceptions enumerated below, this Indenture may be amended
with the consent of the Holders of a majority in principal amount of the
Securities then outstanding (including without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for,
Securities) and, subject to Section 5.04, any past default, or compliance with
any provisions may be waived with the consent of the Holders of a majority in
principal amount of the Securities then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Securities). However, without the consent of each Holder
of an outstanding Security affected, no amendment may, among other things:

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

            (2) reduce the stated rate of or extend the stated time for payment
      of interest on any Security;

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

            (4) reduce the premium payable upon the redemption or repurchase of
      any Security or change the time at which any Security may be redeemed, or
      repurchased as described above under Sections 2.02, 3.09, or 3.11 hereof
      or any similar provision, whether through an amendment or waiver of
      provisions in the covenants, definitions or otherwise;

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

            (6) impair the right of any Holder to receive payment of, premium,
      if any, principal of and interest on such Holder's Securities on or after
      the due dates therefor or to institute suit for the enforcement of any
      payment on or with respect to such Holder's Securities;

            (7) modify the Subsidiary Guarantees in any manner adverse to the
      Holders of the Securities except for a release in accordance with the
      provisions of this Indenture; or

            (8) make any change in the amendment provisions which require each
      Holder's consent or in the waiver provisions.

            The consent of the Holders is not necessary under this Indenture to
approve the particular form of any proposed amendment. It is sufficient if such
consent approves the

<PAGE>

                                                                              75

substance of the proposed amendment. After an amendment under this Indenture
becomes effective, the Company is required to mail to the Holders a notice
briefly describing such amendment. However, the failure to give such notice to
all the Holders, or any defect in the notice, will not impair or affect the
validity of the amendment.

            This Section 7.02 shall be applicable with respect to the Securities
in lieu of Section 902 of the Original Indenture (which shall be of no force and
effect for the Securities).

            SECTION 7.03. Revocation and Effects of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. After an
amendment or waiver becomes effective, it shall bind every Holder of Securities.
An amendment or waiver shall become effective upon receipt by the Trustee of the
requisite number of written consents under Section 7.01 or 7.02 hereof as
applicable.

            The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders entitled to give their consent or
take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall become valid or effective more than 120
days after such record date.

            SECTION 7.04. Payment for Consent. Neither the Company nor any of
its Restricted Subsidiaries will, directly or indirectly, pay or cause to be
paid any consideration, whether by way of interest, fees or otherwise, to any
Holder of any Securities for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Securities
unless such consideration is offered to be paid or is paid to all Holders of the
Securities that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or amendment.

                                  ARTICLE VIII

                                  MISCELLANEOUS

            SECTION 8.01. No Personal Liability of Directors, Officers,
Employees and Stockholders. No past, present or future director, officer,
employee, incorporator or stockholder of the Company or the Subsidiary
Guarantors, if any, as such, shall have any liability for any obligations of the
Company under the Securities, this Indenture or the Subsidiary Guarantees or for
any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Securities. Such waiver may not be effective to

<PAGE>

                                                                              76

waive liabilities under the federal securities laws and it is the view of the
Commission that such a waiver is against public policy.

        SECTION 8.02.    Priority of First Supplemental Indenture. In the event
any conflict arises between the terms of the Original Indenture and the terms of
this First Supplemental Indenture, the terms of this First Supplemental
Indenture shall be controlling and supersede such conflicting terms of the
Original Indenture. Unless otherwise specifically modified or amended hereby,
the terms of the Original Indenture shall remain in full force and effect with
respect to the Securities. Articles XII and XIII of the Original Indenture,
however, are not applicable to this First Supplemental Indenture and thus are of
no force or effect for the Securities.

        SECTION 8.03.    Governing Law.  This Indenture and the Securities will
be governed by, and construed in accordance with, the laws of the State of New
York.

        SECTION 8.04.    Appointment of Security Registrar and Paying Agent. The
Trustee will initially act as Paying Agent and Security Registrar. The Company
may change the Paying Agent or Security Registrar without prior notice to the
Holder of the Securities, and the Company or any of its Restricted Subsidiaries
may act as Paying Agent or Security Registrar.

        SECTION 8.05.    Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

<PAGE>

                                                                              77

        IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed as of the date first written above.

                                            SPX CORPORATION


                                            By: /s/ Christopher J. Kearney
                                               ---------------------------------
                                               Name:  Christopher J. Kearney
                                               Title: Vice President, Secretary
                                                      and General Counsel


                                            JPMORGAN CHASE BANK, as Trustee


                                            By: /s/ William G. Keenan
                                               ---------------------------------
                                               Name:  William G. Keenan
                                               Title: Assistant Vice President

<PAGE>


                                                                       EXHIBIT A

                             [FORM OF FACE OF NOTE]

                       [Depository Legend, if applicable]

No. ___                                       Principal Amount $
                                                             CUSIP NO. 784635AG9


                                 SPX CORPORATION

                          7 1/2% Senior Notes due 2013

                  SPX Corporation, a Delaware corporation, promises to pay to
__________, or registered assigns, the principal sum of _______________ Dollars,
on January 1, 2013.

                  Interest Payment Dates: January 1 and July 1
                  Record Dates:  June 15 and December 15

                  Additional provisions of this Security are set forth on the
other side of this Security.

                                       A-1

<PAGE>

                                           SPX CORPORATION


                                           By:__________________________________


                  TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

                  JPMORGAN CHASE BANK
as Trustee, certifies
that this is one of
the Securities referred
to in this Indenture.

         By________________________________
                  Authorized Officer                  Date:

                                       A-2

<PAGE>

                         [FORM OF REVERSE SIDE OF NOTE]

                          7 1/2% Senior Notes due 2013

1. Interest

           SPX Corporation, a Delaware Corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "Company"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above.

           The Company will pay interest semiannually on January 1 and July 1 of
each year commencing July 1, 2003. Notwithstanding Section 112 of the Original
Indenture, in any case where any Interest Payment Date, Redemption Date,
Repayment Date, Stated Maturity or Maturity or other date of repurchase,
redemption or payment of principal in respect of any Security shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or any Security or coupon other than a provision in the
Securities of any series which specifically states that such provision shall
apply in lieu of this Section), payment of principal (or premium, if any) or
interest, if any, need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date, Redemption
Date, Repayment Date, or at the Stated Maturity or Maturity or other date or
repurchase, redemption or payment of principal in respect of the Securities;
provided that (x) for scheduled payments of interest on January 1 and July 1,
the amount of interest payable shall be equal to the amount payable on the
scheduled Interest Payment Date and (y) with respect to the payment of interest
in connection with Redemption Dates, Repurchase Dates, and upon Stated Maturity
or Maturity or redemptions, repayments or other payments of principal, the
amount of interest shall include interest up to such Redemption Date, Repurchase
Date or Stated Maturity or Maturity or to the date of such redemption,
repurchase or other payment of principal in respect of the Securities, as the
case may be. Interest on the Securities will accrue from the most recent date to
which interest has been paid on the Securities or, if no interest has been paid,
from December 27, 2002. The Company shall pay interest on overdue principal or
premium, if any (plus interest on such interest to the extent lawful), at the
rate borne by the Securities to the extent lawful. Interest will be computed on
the basis of a 360-day year of twelve 30-day months.

2. Method of Payment

           The Company will pay principal of, premium, if any, and interest on
the Securities, and the Securities may be exchanged or transferred, at the
office or agency designated by the Company in the Borough of Manhattan, The City
of New York (which initially will be the Corporate Trust Office of the Trustee
in New York, New York), except that the Company may, at its option, pay interest
on the Securities by check to Holders of the Securities at their registered
address as it appears in the Security Register. The Company shall pay principal
of, premium, if any, and interest on, Securities in global form registered in
the name of or held by the Depository or its nominee in immediately available
funds to the Depository or its nominee, as the case may be, as the registered
holder of such Securities in global form. No service charge

                                       A-3

<PAGE>

will be made for any registration of transfer or exchange of Securities, but the
Company may require payment of a sum sufficient to cover any transfer tax or
other similar governmental charge payable in connection therewith.

3. Paying Agent and Registrar

                  Initially, JPMorgan Chase Bank (the "Trustee"), will act as
Trustee, Paying Agent and Security Registrar. The Company may appoint and change
any Paying Agent, Security Registrar or co-registrar without prior notice to any
Holder. The Company or any of its Restricted Subsidiaries may act as Paying
Agent or Security Registrar.

4. Indenture

                  The Company issued the Securities under a First Supplemental
Indenture dated as of December 27, 2002 (as it may be amended or supplemented
from time to time in accordance with the terms thereof, the "First Supplemental
Indenture"), among the Company and the Trustee to the Original Indenture dated
as of December 27, 2002, among the Company and the Trustee (the "Original
Indenture," as may be amended and supplemented (excluding amendments and
supplements relating to the issuance of new series of debt securities and not
the Securities), and together with the First Supplemental Indenture, the
"Indenture"). For the sake of clarity, each reference to the Indenture shall
mean the Original Indenture and the First Supplemental Indenture, and future
amendments and supplements, the provisions of which relate to the Securities and
not future issuances of debt securities under the Indenture other than these
Securities. The terms of the Securities include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939 (15 U.S.C. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture
(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 general unsecured senior obligations of the
Company. The aggregate principal amount of securities that may be authenticated
and delivered under the Indenture is unlimited. This Security is one of the
7 1/2% Senior Notes due 2013 referred to in the Indenture. The Securities
include (i) $500,000,000 aggregate principal amount of the Company's 7 1/2%
Senior Notes due 2013 issued under the Indenture on December 27, 2002 (herein
called "Initial Securities") and (ii) if and when issued, additional 7 1/2%
Senior Notes due 2013 of the Company that may be issued from time to time under
the Indenture subsequent to December 27, 2002 (herein called "Additional
Securities"). The Initial Securities and Additional Securities are treated as a
single class of securities under the Indenture. The Indenture imposes certain
limitations on, among other things, the Incurrence of Indebtedness by the
Company and its Subsidiaries, the payment of dividends and other distributions
on the Capital Stock of the Company and its Subsidiaries, the purchase or
redemption of Capital Stock of the Company, certain purchases or redemptions of
Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of
Subsidiaries, certain sale/leaseback transactions involving the Company or any
Restricted Subsidiary, the incurrence of certain liens, certain payment
guarantees, mergers and consolidations and investments of the Company and its
Subsidiaries and transactions with Affiliates, provided, however, certain of
such limitations will no longer be in effect if the Securities receive a rating
of "BBB-" or higher from Standard & Poor's Rating Service (or its

                                       A-4

<PAGE>

successors) and "Baa3" or higher from Moody's Investors Service, Inc. (or its
successors). In addition, the Indenture limits the ability of the Company and
its Restricted Subsidiaries to enter into agreements that restrict distributions
and dividends from Restricted Subsidiaries.

                  The Subsidiary Guarantors, if any, may be required, or such
entities may elect pursuant to the Indenture, to unconditionally, jointly and
severally, guarantee on a senior basis the due and punctual payment of the
principal, premium, if any, and interest on the Securities and all other amounts
payable by the Company under the Indenture and the Securities when and as the
same shall be due and payable, whether at maturity, by acceleration or
otherwise, according to the terms of the Securities and the Indenture.

5. Redemption

                  The Securities will be redeemable, at the option of the
Company, at any time prior to January 1, 2008, in whole at any time or in part
from time to time, on at least 30 days but not more than 60 days' prior notice
mailed to the registered address of each Holder of Securities to be so redeemed,
at a redemption price equal to the greater of (i) 100% of their principal amount
plus accrued but unpaid interest to the date of redemption or (ii)(a) the sum of
the present values of the remaining scheduled payments of principal and interest
thereon from the date of redemption to January 1, 2008 (except for currently
accrued but unpaid interest) (assuming the Securities are redeemed, and based on
the applicable redemption price, on that date) discounted to the date of
redemption, on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months), at the Treasury Rate (as defined), plus 50 basis points, plus
(b) accrued but unpaid interest to the date of redemption.

                  For purposes of determining the optional redemption price, the
following definitions are applicable:

                  "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Securities to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to January 1, 2008.

                  "Comparable Treasury Price" means, with respect to any
Redemption Date, the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third Business Day preceding such Redemption Date, (i) as set forth in
the daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York or published on the website of the Federal
Reserve Bank of New York at http://www.ny.frb.org and designated "Composite 3:30
p.m. Quotations for the U.S. Government Securities" or (ii) if such release (or
any successor release) is not published or does not contain such prices on such
business day, the average of the Reference Treasury Dealer Quotations for such
Redemption Date.

                  "Independent Investment Banker" means the Reference Treasury
Dealer appointed by the Company.

                                       A-5

<PAGE>

                  "Reference Treasury Dealer" means each of J.P. Morgan
Securities Inc., ABN AMRO Bank N.V., Banc of America Securities LLC, Banc One
Capital Markets, Inc. and Comerica Securities, Inc., and their respective
successors; provided, however, that if any of the foregoing is not or shall
cease to be a primary U.S. government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Independent Investment Banker, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at 5:00 p.m. on the third Business Day preceding such Redemption Date.

                  "Treasury Rate" means, with respect to any Redemption Date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.

                  In addition, on and after January 1, 2008, the Company may
redeem all or part of the Securities from time to time upon not less than 30 nor
more than 60 days' notice, at the following redemption prices (expressed as a
percentage of principal amount) plus accrued and unpaid interest thereon, if
any, to the applicable Redemption Date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), if redeemed during the twelve-month period beginning on
January 1 of the years indicated below:

             Year                                            Percentage
             ----------------------------------------------------------
             2008                                               103.75%
             2009                                               102.50%
             2010                                               101.25%
             2011 and thereafter                                100.00%
             ----------------------------------------------------------

                  Before January 1, 2006, the Company may on any one or more
occasions redeem up to 35% of the original principal amount of the Securities
(including any Additional Securities) with the Net Cash Proceeds of one or more
Equity Offerings at a redemption price of 107.50% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the Redemption Date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided that (1)
at least 65% of the original principal amount of the Securities (including any
Additional Securities) remains outstanding after each such redemption; and (2)
the redemption occurs within 120 days after the closing of such Equity Offering.

                  If the optional redemption date is on or after an interest
record date and on or before the related interest payment date, the accrued and
unpaid interest, if any, will be paid to the Person in whose name the Security
is registered at the close of business on such record date,

                                       A-6

<PAGE>

and no additional interest will be payable to Holders whose Securities will be
subject to redemption by the Company.

                  In the case of any partial redemption, the Trustee will select
the Securities for redemption in compliance with the requirements of the
principal national securities exchange, if any, on which the Securities are
listed, or, if the Securities are not listed, then on a pro rata basis, by lot
or by such other method as the Trustee in its sole discretion will deem to be
fair and reasonable, although no Security of $1,000 in original principal amount
or less will be redeemed in part. If any Security is to be redeemed in part
only, the notice of redemption relating to such Security will state the portion
of the principal amount thereof to be redeemed. A new Security in principal
amount equal to the unredeemed portion thereof will be issued in the name of the
Holder thereof upon cancellation of the original Security.

6. Repurchase Provisions

                  (a) Upon a Change of Control any Holder of Securities will
have the right to require the Company to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of such Holder's Securities at a
purchase price in cash equal to 101% of the principal amount of the Securities,
plus accrued and unpaid interest, if any, to the date of purchase (subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date) as provided in, and subject to the
terms of, the Indenture.

                  (b) In the event of an Asset Disposition that requires the
purchase of Securities pursuant to Section 3.09 of the Indenture, the Company
will be required to apply such Excess Proceeds to the repayment of the
Securities and any Pari Passu Notes in accordance with the procedures set forth
in the Indenture.

7. Denominations; Transfer; Exchange

                  The Securities are in registered form without coupons in
denominations of principal amount of $1,000 and whole multiples of $1,000. A
Holder may transfer or exchange Securities in accordance with the Indenture. The
Security Registrar and the Trustee may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and the Company may
require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Company is not required to transfer or exchange any Security
selected for redemption. Also, the Company is not required to transfer or
exchange any Security for a period of 15 days before a selection of Securities
to be redeemed.

8. Persons Deemed Owners

                  The registered Holder of this Security will be treated as the
owner of it for all purposes. Only registered Holders will have rights under the
Indenture.

9. Unclaimed Money

                  In the absence of a written request from the Company to return
unclaimed funds to the Company, the Trustee shall from time to time deliver all
unclaimed funds to or as directed by applicable escheat authorities, as
determined by the Trustee in its sole discretion, in

                                       A-7

<PAGE>

accordance with the customary practices and procedures of the Trustee. Any
unclaimed funds held by the Trustee pursuant to this Section shall be held
uninvested and without any liability for interest. After any such payment,
Holders entitled to the money must look only to the Company and not to the
Trustee for payment.

10. Defeasance

                  Subject to certain conditions set forth in the Indenture, the
Company at any time may terminate some or all of its obligations under the
Securities and the Indenture if the Company deposits with the Trustee money or
U.S. Government Obligations for the payment of principal, premium, if any, and
interest on the Securities to redemption or maturity, as the case may be.

11. Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended with the consent of the Holders
of at least a majority in principal amount of the then outstanding Securities
and (ii) any past default or compliance with any provision may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Securities. 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 provide for uncertificated Securities in addition to or in
place of certificated Securities, or to add guarantees with respect to the
Securities, to release a Subsidiary Guarantor in accordance with the Indenture
or to secure the Securities, or to add additional covenants of the Company, or
surrender rights and powers conferred on the Company, or to comply with any
requirement of the SEC in connection with qualifying the Indenture under the
TIA, or to make any change that does not adversely affect the rights of any
Holder, or to evidence and provide the acceptance of the appointment of a
successor trustee under the Indenture.

12. Defaults and Remedies

                  The defaults and remedies for the Securities are set forth in
Article V of the First Supplemental Indenture.

13. Trustee Dealings with the Company

                  Subject to certain limitations set forth in the Original
Indenture, 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 the Company or its Affiliates (as defined in the Original Indenture) with
the same rights it would have if it were not Trustee.

14. No Recourse Against Others

                  No past, present or future director, officer, employee,
incorporator or stockholder of the Company or the Subsidiary Guarantors, if any,
as such, shall have any liability for any obligations of the Company under the
Securities, the Indenture or the Subsidiary Guarantees or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each

                                       A-8

<PAGE>

Holder by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Securities.
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the Commission that such a waiver is
against public policy.

15. Authentication

     This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Security.

16. Abbreviations

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

17. CUSIP Numbers

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

18. Governing Law

     This Security shall be governed by, and construed in accordance with, the
laws of the State of New York.

     The Company will furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture, which has in it the text of this
Security in larger type. Requests may be made to:

                                 SPX Corporation
                        13515 Ballantyne Corporate Place
                         Charlotte, North Carolina 28277
               Attention: Christopher J. Kearney, General Counsel

                                       A-9

<PAGE>

                                 ASSIGNMENT FORM

          To assign this Security, fill in the form below:

          I or we assign and transfer this Security to
          ______________________________________________________________
              (Print or type assignee's name, address and zip code)

               __________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. No.)

     and irrevocably appoint ___________ agent to transfer this Security on the
     books of the Company. The agent may substitute another to act for him.

          ______________________________________________________________________

Date:____________________                     Your Signature:___________________

Signature

Guarantee:______________________________________________________________________
                                 (Signature must be guaranteed)

          _____________________________________________________________________
          Sign exactly as your name appears on the other side of this Security.

          The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program),
pursuant to S.E.C. Rule 17Ad-15.

                                       A-10

<PAGE>

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

                  The following increases or decreases in this Global Security
have been made:

<TABLE>
<CAPTION>
                                                                   Principal Amount of      Signature of
                 Amount of decrease in    Amount of increase in    this Global Security     authorized signatory
Date of          Principal Amount of      Principal Amount of      following such           of Trustee or
Exchange         this Global Security     this Global Security     decrease or increase     Securities Custodian
--------         ---------------------    ---------------------    --------------------     --------------------
<S>              <C>                      <C>                      <C>                      <C>
</TABLE>

                                      A-11

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Section 3.09 or 3.11 of the Indenture, check either box:

                                    [_]  [_]
                                    3.09 3.11

          If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 3.09 or 3.11 of the Indenture, state the amount
in principal amount (must be integral multiple of $1,000): $

          Date: __________ Your Signature

___________________________________________________________________________
       (Sign exactly as your name appears on the other side of the Security)



          Signature Guarantee:

____________________________________________________________
                    (Signature must be guaranteed)

          The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program),
pursuant to S.E.C. Rule 17Ad-15.

                                       A-12