<PAGE>
                                                                    EXHIBIT 10.3






                       PROXYMED, INC. 4% CONVERTIBLE NOTES
                                    DUE 2008

                                    INDENTURE

                                   DATED AS OF

                                DECEMBER 31, 2002

                       LASALLE BANK NATIONAL ASSOCIATION,

                                     TRUSTEE





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                                Table of Contents

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ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE....................................................1

             Section 1.1         Definitions.............................................................1
             Section 1.2         Other Definitions.......................................................8
             Section 1.3         Incorporation by Reference of Trust Indenture Act.......................8
             Section 1.4         Rules of Construction...................................................9
             Section 1.5         Acts of Holders.........................................................9

ARTICLE II. THE SECURITIES..............................................................................10

             Section 2.1         Form and Dating........................................................10
             Section 2.2         Execution and Authentication...........................................10
             Section 2.3         Registrar, Paying Agent and Conversion Agent...........................11
             Section 2.4         Paying Agent and Trustee To Hold Money in Trust........................11
             Section 2.5         Securityholder Lists...................................................11
             Section 2.6         Transfer and Exchange..................................................12
             Section 2.7         Replacement Securities.................................................13
             Section 2.8         Outstanding Securities; Determinations of Holders' Action..............14
             Section 2.9         Temporary Securities...................................................14
             Section 2.10        Cancellation...........................................................15
             Section 2.11        Persons Deemed Owners..................................................15
             Section 2.12        Certificated Securities................................................15
             Section 2.13        Ranking................................................................16
             Section 2.14        Opinion of Counsel.....................................................16

ARTICLE III. PURCHASES..................................................................................17

             Section 3.1         Purchase of Securities at Option of the Holder upon a
                                 Fundamental Change.....................................................17
             Section 3.2         Effect of Fundamental Change Purchase Notice...........................19
             Section 3.3         Deposit of Fundamental Change Purchase Price...........................19
             Section 3.4         Securities Purchased in Part...........................................20
             Section 3.5         Covenant To Comply with Securities Laws upon Purchase of Securities....20
             Section 3.6         Repayment to the Company...............................................20

ARTICLE IV. COVENANTS...................................................................................20

             Section 4.1         Payment of Securities..................................................20
             Section 4.2         Limitation on Indebtedness.............................................21
             Section 4.3         Limitation on Dividends................................................21
             Section 4.4         SEC and Other Reports..................................................22
</TABLE>


                                       i

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             Section 4.5         Compliance Certificate.................................................22
             Section 4.6         Further Instruments and Acts...........................................22
             Section 4.7         Maintenance of Office or Agency........................................22
             Section 4.8         Taxes..................................................................23
             Section 4.9         Delivery of Certain Information........................................23
             Section 4.10        Notice of Liquidated Damages Amount....................................23
             Section 4.11        Annual Certification...................................................23

ARTICLE V. CONSOLIDATION, MERGER OR SALE................................................................23

             Section 5.1         Consolidation, Merger or Sale..........................................23
             Section 5.2         Securities and Indenture To Be Assumed by Successor on
                                 Consolidation, Merger or Sale..........................................24

ARTICLE VI. DEFAULTS AND REMEDIES.......................................................................25

             Section 6.1         Events of Default......................................................25
             Section 6.2         Acceleration...........................................................26
             Section 6.3         Other Remedies.........................................................26
             Section 6.4         Waiver of Past Defaults................................................27
             Section 6.5         Control by Majority....................................................27
             Section 6.6         Limitation on Suits....................................................27
             Section 6.7         Rights of Holders To Receive Payment...................................27
             Section 6.8         Collection Suit by Trustee.............................................28
             Section 6.9         Trustee May File Proofs of Claim.......................................28
             Section 6.10        Priorities.............................................................28
             Section 6.11        Undertaking for Costs..................................................29
             Section 6.12        Waiver of Stay, Extension or Usury Laws................................29

ARTICLE VII. TRUSTEE....................................................................................29

             Section 7.1         Duties of Trustee......................................................29
             Section 7.2         Rights of Trustee......................................................30
             Section 7.3         Individual Rights of Trustee...........................................32
             Section 7.4         Trustee's Disclaimer...................................................32
             Section 7.5         Notice of Defaults.....................................................32
             Section 7.6         Reports by Trustee to Holders..........................................32
             Section 7.7         Compensation and Indemnity.............................................32
             Section 7.8         Replacement of Trustee.................................................33
             Section 7.9         Successor Trustee by Merger............................................34
             Section 7.10        Eligibility; Disqualification..........................................34
             Section 7.11        Preferential Collection of Claims Against Company......................34

ARTICLE VIII. SATISFACTION AND DISCHARGE OF INDENTURE; DEPOSITED MONEYS AND GOVERNMENT OBLIGATIONS......34

             Section 8.1         Satisfaction and Discharge of Indenture................................34
             Section 8.2         Application of Trust Moneys............................................35
</TABLE>

                                       ii

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             Section 8.3         Repayment to Company...................................................35
             Section 8.4         Reinstatement..........................................................36

ARTICLE IX. AMENDMENTS..................................................................................36

             Section 9.1         Without Consent of Holders.............................................36
             Section 9.2         With Consent of Holders................................................37
             Section 9.3         Compliance with Trust Indenture Act....................................38
             Section 9.4         Revocation and Effect of Consents, Waivers and Actions.................38
             Section 9.5         Notation on or Exchange of Securities..................................38
             Section 9.6         Trustee To Sign Supplemental Indentures................................38
             Section 9.7         Effect of Supplemental Indentures......................................38

ARTICLE X. CONVERSIONS..................................................................................39

             Section 10.1        Conversion Privilege...................................................39
             Section 10.2        Conversion Procedure...................................................40
             Section 10.3        Fractional Shares......................................................41
             Section 10.4        Taxes on Conversion....................................................41
             Section 10.5        Company To Provide Stock...............................................41
             Section 10.6        Adjustment for Change in Capital Stock.................................41
             Section 10.7        Adjustment for Rights Issue............................................42
             Section 10.8        Adjustment for Certain Distributions...................................43
             Section 10.9        Adjustment for All-Cash Distribution...................................45
             Section 10.10       Adjustment for Tender Offers...........................................46
             Section 10.11       When Adjustment May Be Deferred........................................47
             Section 10.12       When No Adjustment Required............................................47
             Section 10.13       Notice of Adjustment...................................................47
             Section 10.14       Notice of Certain Transactions.........................................47
             Section 10.15       Reorganization of Company; Special Distributions.......................48
             Section 10.16       Company Determination Final............................................49
             Section 10.17       Trustee's Adjustment Disclaimer........................................49
             Section 10.18       Simultaneous Adjustments...............................................49
             Section 10.19       Successive Adjustments.................................................50
             Section 10.20       Restriction on Common Stock Issuable upon Conversion...................50

ARTICLE XI. SUBORDINATION...............................................................................50

             Section 11.1        Securities Subordinate to Senior Debt..................................50
             Section 11.2        No Payments in Certain Circumstances; Payment Over of Proceeds
                                 Upon Dissolution, Etc..................................................51
             Section 11.3        Trustee to Effectuate Subordination....................................53
             Section 11.4        No Waiver of Subordination Provisions..................................53
             Section 11.5        Notice to Trustee......................................................53
             Section 11.6        Reliance on Judicial Order of Certificate of Liquidating Agent.........54
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                                      iii

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             Section 11.7        Trustee Not Fiduciary for Holders of Senior Debt.......................54
             Section 11.8        Reliance by Holders of Senior Debt on Subordination Provisions.........54
             Section 11.9        Rights of Trustee as Holder of Senior Debt; Preservation of
                                 Trustee's Rights.......................................................54
             Section 11.10       Article Applicable to Paying Agents....................................55
             Section 11.11       Certain Conversions and Repurchases Deemed Payment.....................55

ARTICLE XII. MISCELLANEOUS..............................................................................55

             Section 12.1        Trust Indenture Act Controls...........................................55
             Section 12.2        Notices................................................................55
             Section 12.3        Communication by Holders with Other Holders............................56
             Section 12.4        Certificate and Opinion as to Conditions Precedent.....................56
             Section 12.5        Statements Required in Certificate or Opinion..........................57
             Section 12.6        Separability Clause....................................................57
             Section 12.7        Rules by Trustee, Paying Agent, Conversion Agent and Registrar.........57
             Section 12.8        Legal Holidays.........................................................57
             Section 12.9        Governing Law..........................................................57
             Section 12.10       No Recourse Against Others.............................................57
             Section 12.11       Successors.............................................................58
             Section 12.12       Multiple Originals.....................................................58
</TABLE>

Exhibits

Exhibit  A  -   Form of Certificated Security
Exhibit  B  -   Transfer Certificate
Exhibit  C  -   Form of Restricted Common Stock Legend
Exhibit  D  -   Form of Transfer Certificate for Transfer of Restricted Common
               Stock


                                       iv
<PAGE>



         INDENTURE dated as of December 31, 2002 between ProxyMed, Inc., a
corporation incorporated and existing under the laws of the State of Florida
(the "Company") and LaSalle Bank National Association, a national banking
association (the "Trustee").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's 4% Convertible
Notes due 2008:

                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.1 Definitions.

         "Acquired Debt" means Debt, other than Debt that would constitute
Senior Debt if it were incurred by the Company, of any person existing at the
time such person becomes a 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 specified person means the power to
direct or cause the direction of 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.

         "Annual Certification" means a certification of the Included Revenue
for the applicable Measurement Period (plus any excess Included Revenue from
prior Measurement Periods deemed to be included as Included Revenue in the
Measurement Period) prepared by the Company's independent audit firm within 90
days following the final day of each Measurement Period. The Company's
independent public accounting firm shall prepare a report on the Included
Revenue for each of the Founders and present that report to each individual
Founder (not including their Affiliates) for review and correction prior to
completing and certifying the Annual Certification. The Annual Certification
shall be conclusive evidence of such Included Revenue unless one or more of the
Securityholders objects in writing to the Annual Certification within 45 days
after its receipt. If such an objection is made, the Chief Executive Officer
shall meet with the Designated Stockholder Representative within 30 days to
attempt to negotiate a resolution of such dispute. If the negotiation does not
resolve the dispute, then the Chief Executive Officer and Designated Stockholder
Representative shall designate another independent public accounting firm to
audit the Included Revenue and prepare a new Annual Certification, which shall
be binding on the parties.

         "Baseline Revenue" means $16,061,000 in Included Revenue during each
Measurement Period.

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


                                  EXHIBIT D-1
<PAGE>

         "Business Day" means any day other than a Saturday, a Sunday or a day
that in the City of New York or in the City of Chicago, is a day on which
banking institutions are authorized or required by law, regulation or executive
order to close.

         "Capital Stock" for any entity means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) stock issued by that entity.

         "Capitalized Lease" means, as applied to any person, any lease of any
property (whether real, personal or mixed) of which the discounted present value
of the rental obligations of such person as lessee, in conformity with GAAP, is
required to be capitalized on the balance sheet of such person.

         "Capitalized Lease Obligations" means the discounted present value of
the rental obligations under a Capitalized Lease.

         "Certificated Securities" means Securities that are in the form of the
Securities attached hereto as Exhibit A.

         "Common Stock" shall mean the shares of common stock, par value $0.01
per share, of the Company existing on the date of this Indenture or any other
shares of Capital Stock of the Company into which such common stock shall be
reclassified or changed.

         "Company" means the party named as the "Company" in the first paragraph
of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
foregoing sentence shall likewise apply to any subsequent such successor or
successors.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by any Officer and delivered to the Trustee.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 115 S. La Salle Street, Chicago, IL
60603, Attention: Corporate Trust Officer, or such other address as the Trustee
may designate from time to time by notice to the Holders and the Company, or the
principal corporate trust office of any successor Trustee (or such other address
as a successor Trustee may designate from time to time by notice to the Holders
and the Company).

         "Debt" of any person means, with respect to any person at any date of
determination (without duplication):

         (a) all indebtedness of such person for borrowed money;

         (b) all obligations of such person evidenced by bonds, debentures,
notes or other similar instruments;

         (c) all obligations of such person in respect of bankers' acceptances,
letters of credit or other similar instruments (including reimbursement
obligations with respect thereto, but excluding obligations with respect to
letters of credit (including trade letters of credit and letters


                                  EXHIBIT D-2
<PAGE>

of credit in respect of workers' compensation, self insurance or banker's
acceptance)) securing obligations (other than obligations described in (a) or
(b) above or (e), (f) or (g) below);

         (d) all obligations of such person to pay the deferred and unpaid
purchase price of any property or services, except trade payables incurred in
the ordinary course of business;

         (e) all Capitalized Lease Obligations;

         (f) all Debt of other persons secured by a Lien on any asset of such
person, whether or not such Debt is assumed by such person; provided that the
amount of such Debt shall be the lesser of (A) the fair market value of such
asset at such date of determination and (B) the amount of such Debt;

         (g) all Debt of other persons Guaranteed by such person to the extent
such Debt is Guaranteed by such person; and

         (h) all obligations of such person under (i) interest rate swap
agreements, interest rate cap agreements and interest rate collar agreements,
(ii) foreign exchange contracts and currency swap agreements and (iii) other
agreements or arrangements entered into in the ordinary course of business
designed to protect such person against fluctuations in interest rates or
currency exchange rates; provided, however, that Debt shall not include current
accounts payable arising in the ordinary course of business or Debt of MedUnite
outstanding on the date hereof; and

         The amount of any Debt outstanding as of any date shall be (i) the
accreted value thereof, in the case of any Debt issued with original issue
discount and (ii) the principal amount thereof, together with any interest
thereon that is more than 30 days past due, in the case of any other Debt.

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

         "Designated Senior Debt" means the Company's obligations under any
particular Senior Debt in which the instrument creating or evidencing the same,
or the assumption or guarantee thereof, or related agreements or documents to
which the Company is a party, expressly provides that such indebtedness shall be
"Designated Senior Debt" for purposes of this Indenture (provided that no Senior
Debt except a Senior Credit Facility may exercise the rights of Designated
Senior Debt in respect of a Payment Blockage Notice pursuant to Section 11.2 in
the event of a non-payment default on Designated Senior Debt without the
Company's prior written consent delivered to the Trustee unless such right is
provided for in the applicable governing instrument or related agreements or
documents). If any payment in respect of Designated Senior Debt is rescinded or
must otherwise be returned upon the insolvency, bankruptcy or reorganization of
the Company or otherwise, the reinstated Debt of the Company arising as a result
thereof shall constitute Designated Senior Debt of the Company effective as of
the date of such rescission or return.

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

         "Founder" means Aetna Inc., Anthem Insurance Companies, Inc., CIGNA
Health Corporation, Health Net, Inc., NDCHealth Corporation, Oxford Health
Plans, Inc,. PacifiCare Health Systems Inc, WellPoint Health Networks Inc. and
their respective Affiliates.


                                  EXHIBIT D-3
<PAGE>

         "Guarantee" means any obligation, contingent or otherwise, of any
person directly or indirectly guaranteeing any Debt of any other person and,
without limiting the generality of the foregoing, 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 Debt of such other
person (whether arising by virtue of partnership arrangements, or by agreements
to keep-well, to purchase assets, goods, securities or services (unless such
purchase arrangements are on arm's-length terms and are entered into in the
ordinary course of business), to take-or-pay, or to maintain financial statement
conditions or otherwise) or (2) entered into for purposes of assuring in any
other manner the obligee of such Debt of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part). The term
"Guarantee" used as a verb has a corresponding meaning.

         "Holder" or "Securityholder" means a person in whose name a Security is
registered on the Registrar's books.

         "Included Revenue" means aggregate revenue of the Company and its
Subsidiaries (as determined under generally accepted accounting principles
consistently applied) received from each of the Founders during the Measurement
Period, regardless of the source of revenue, excluding only revenue received
from Blue Cross clearinghouses owned by Anthem Insurance Companies, Inc. or
WellPoint Health Networks Inc. If the Company or any of its Subsidiaries commits
to a production date for a new transaction type and fails to release a
production version of the transaction by that date, then Included Revenue shall
be deemed to include daily average revenue for that transaction type for each of
the days between the missed production date and the actual production date. The
daily average revenue shall be determined based upon the actual Included Revenue
generated during the days in production during that applicable Measurement
Period, divided by the number of days in production that occurred during such
period. If it can be reasonably demonstrated that the Company and its
Subsidiaries lost any Included Revenue from a customer for whom the Company and
its Subsidiaries process not less than 5,000 transactions per year due to
failure of the Company or any of its Subsidiary to meet service level agreements
with such customer or for poor quality service provided to such customer if such
customer's agreement is terminable at such customer's convenience, then Included
Revenue for the Measurement Period in which the loss occurred and any subsequent
Measurement Period shall be deemed to include the annual revenue that was lost
based upon average monthly revenue from such customer during the three months
preceding the loss of that customer.

         "Indenture" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof, including the provisions of the TIA
that are deemed to be a part hereof.

         "Interest Coverage Ratio" means, as of any date, the ratio of (1) the
aggregate amount of consolidated EBITDA for the then most recent four fiscal
quarters prior to such date for which reports have been filed with the SEC or
provided to the Trustee (the "Four Quarter Period") to (2) the aggregate
consolidated interest expense during such Four Quarter Period.

         "Issue Date" of any Security means the date on which the Security was
originally issued or deemed issued as set forth on the face of the Security.

         "Junior Debt" means any Debt created, incurred, assumed or guaranteed
by the Company, other than Senior Debt, the NDC Debt and trade payables of the
Company, whether or


                                  EXHIBIT D-4
<PAGE>

not the instrument evidencing the Debt expressly provides that it is
subordinated in right of payment to the Securities.

         "Lien" means any pledge, mortgage, lien, security interest,
hypothecation, assignment for security interest or encumbrance of any kind
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any agreement to give a security interest or any Capitalized
Lease).

         "Liquidated Damages Amount" has the meaning specified in the
Registration Rights Agreement dated as of even date herewith, by and among the
Company and the parties thereto.

         "Measurement Period" means the period for measuring Included Revenues
for purposes of determining whether a Triggering Event has been met. The three
Measurement Periods shall be: January 1, 2003 through June 30, 2004, inclusive;
July 1, 2004 through June 30, 2005, inclusive; and July 1, 2005 through June 30,
2006, inclusive.

         "Nasdaq" means The Nasdaq National Market.

         "NDC Debt" means the Unsecured Promissory Note, dated August 3, 2002 in
the original principal amount of $2,300,000 issued by MedUnite Inc. to
NDCHealth Corporation and the Unsecured Promissory Note, dated December 31,
2002, in the original principal amount of $2,569,258 issued by MedUnite Inc. to
NDC Health Corporation.

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

         "Officers' Certificate" means a written certificate containing the
information specified in Sections 12.4 and 12.5, signed in the name of the
Company by any two Officers, and delivered to the Trustee. An Officers'
Certificate given pursuant to Section 4.5 shall be signed by an authorized
financial or accounting officer of the Company but need not contain the
information specified in Sections 12.4 and 12.5.

         "Opinion of Counsel" means a written opinion containing the information
specified in Sections 12.4 and 12.5, from legal counsel. The counsel may be an
employee of, or counsel to, the Company.

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

         "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer within the corporate trust administration division of the
Trustee having direct responsibility for the administration of this Indenture,
including, without limitation, any vice president, assistant vice president,
assistant treasurer or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.


                                  EXHIBIT D-5
<PAGE>

         "Restricted Common Stock Legend" means the legend labeled as such and
that is set forth in Exhibit C hereto.

         "Restricted Security" means a Security required to bear the restrictive
legend set forth in the form of Security set forth in Exhibit A of this
Indenture.

         "Sale Price" of the shares of Common Stock on any date means the
closing per share sale price (or, if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average bid and the average asked prices) on such date as
reported in composite transactions for the principal United States securities
exchange on which the Common Stock is traded, or if the Common Stock is not
listed on a United States national or regional securities exchange, as reported
by the Nasdaq or by the National Quotation Bureau Incorporated. In the absence
of such quotations or listing, the Company shall be entitled to determine the
sales price on the basis of such quotations as it considers appropriate.

         "SEC" means the Securities and Exchange Commission.

         "Securities" means any of the Company's 4% Convertible Notes due 2008,
as amended or supplemented from time to time, issued under this Indenture.

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

         "Senior Credit Facility" means a senior credit facility or facilities
extended to the Company by one or more commercial banks or lenders on a
syndicated or unsyndicated basis that is secured by the assets of the Company
and its Subsidiaries.

         "Senior Debt" means:

         (1)      all Debt of the Company or any Guarantor outstanding under a
Senior Credit Facility or unsecured Debt of the Company or any Guarantor
outstanding under credit arrangements extended to the Company by one or more
commercial banks or lenders;

         (2)      any Debt or obligations under Capitalized Leases of the
Company; and

         (3)      all obligations with respect to the items listed in the
preceding clauses (1) and (2).

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

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

         (2)      any intercompany Debt of the Company or any of its
Subsidiaries;

         (3)      any trade payables;

         (4)      any promissory notes or other Debt of the Company payable to
NDC Health Corporation or its Affiliates; and

         (5)      Debt which, when incurred and without respect to any election
under section 1111(b) of Title 11, United States Code, is without recourse to
the Company or any of its Subsidiaries.


                                  EXHIBIT D-6
<PAGE>

         "Shelf Registration Statement" shall have the meaning set forth in the
Registration Rights Agreement dated as of even date herewith, by and among the
Company and the parties thereto.

         "Stated Maturity," when used with respect to any Security, means
December 31, 2008.

         "Significant Subsidiary" means, at any date of determination, any
Subsidiary that, together with its Subsidiaries, would be a "Significant
Subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date
hereof.

         "Subsidiary" means any corporation of which the Company, or the Company
and one or more Subsidiaries, or any one or more Subsidiaries, directly or
indirectly own at the time (i) more than fifty per cent (50%) of the outstanding
capital stock having under ordinary circumstances (not dependent upon the
happening of a contingency) voting power in the election of members of the board
of directors, managers or trustees of said corporation, and (ii) securities
having at such time voting power to elect at least a majority of the members of
the board of directors, managers or trustees of said corporation.

         "TIA" means the Trust Indenture Act of 1939 as in effect on the date of
this Indenture, provided, however, that in the event the TIA is amended after
such date, TIA means, to the extent required by any such amendment, the TIA as
so amended.

         "trading day" means any day on which the securities exchange or
quotation system that is used to determine the Sale Price is open for trading or
quotation or, if the Common Stock is not so listed or quoted, any Business Day.

         "Triggering Event" means the Company and Subsidiaries' recognition of
the dollar amount of Included Revenue in excess of the Baseline Revenue that the
Company and its Subsidiaries must recognize during a Measurement Period, as set
forth in paragraph 6 of the Securities, in order for one-third of the par value
of the Securities to become convertible. The Securities are subject to three
potential Triggering Events each relating to the convertibility of one-third of
the par value of the Securities. For each Measurement Period in which the
Triggering Event for such Measurement Period is not met, one-third of the par
value of the Securities will not become convertible into Common Stock.

         "Triggering Event Certification" means a certification of the Included
Revenue for the applicable Measurement Period (plus any excess Included Revenue
from prior Measurement Periods deemed to be included as Included Revenue in the
Measurement Period) prepared by the Company promptly following the date, if any,
during a Measurement Period on which the Triggering Event for such Measurement
Period is first achieved by the Company and its Subsidiaries.

         "Trustee" means the party named as the "Trustee" in the first paragraph
of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
foregoing sentence shall likewise apply to any subsequent such successor or
successors.

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


                                  EXHIBIT D-7
<PAGE>

         Section 1.2 Other Definitions.

<TABLE>
<CAPTION>
Term:                                                           Defined in Section:
<S>                                                             <C>
"Act".....................................................      1.5
"Average Sale Price"......................................      10.1
"Conversion Agent"........................................      2.3
"Conversion Date".........................................      10.2
"Conversion Event"........................................      10.15
"Conversion Price"........................................      10.1
"Conversion Rate".........................................      10.1
"Event of Default"........................................      6.1
"Ex-Dividend Time"........................................      10.1
"Expiration Time".........................................      10.10
"fair market value".......................................      10.1
"Fundamental Change"......................................      3.1(a)
"Fundamental Change Purchase Date"........................      3.1(a)
"Fundamental Change Purchase Notice"......................      3.1(b)
"Fundamental Change Purchase Price".......................      3.1(a)
"Interest Payment Date"...................................      Exhibit A
"junior securities".......................................      11.11
"Legal Holiday"...........................................      12.8
"Legend"..................................................      2.6(e)
"Notice of Default".......................................      6.1
"Paying Agent"............................................      2.3
"Payment Blockage Notice".................................      11.2
"payment default".........................................      11.2
"Purchased Shares"........................................      10.10
"Registrar"...............................................      2.3
"Regular Record Date".....................................      Exhibit A
"Spin-off"................................................      10.8
"Time of Determination"...................................      10.1
"transfer"................................................      2.12(d)
"U.S. Government Obligations".............................      8.1
</TABLE>

         Section 1.3 Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The Indenture shall also
include those provisions of the TIA required to be included herein by the
provisions of the Trust Indenture Reform Act of 1990. The following TIA terms
used in this Indenture have the following meanings:

             "Commission" means the SEC.

             "indenture securities" means the Securities.

             "indenture securityholder" means a Securityholder.

             "indenture to be qualified" means this Indenture.

             "indenture trustee" or "institutional trustee" means the Trustee.

             "obligor" on the indenture securities means the Company.


                                  EXHIBIT D-8
<PAGE>

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

         Section 1.4 Rules of Construction. Unless the context otherwise
requires:

                           (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 generally accepted accounting
principles as in effect in the United States from time to time;

                           (3)      "or" is not exclusive;

                           (4)      "including" means including, without
limitation; and

                           (5)      words in the singular include the plural,
and words in the plural include the singular.

         Section 1.5 Acts of Holders.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 7.1) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section 1.5.

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

         (c) The principal amount and serial number of any security and the
ownership of Securities shall be proved by the register for the Securities.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu


                                  EXHIBIT D-9
<PAGE>

thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Security.

         (e) The Company may, in the circumstances permitted by the TIA, fix any
day as the record date for the purpose of determining the Holders entitled to
give or take any request, demand, authorization, direction, notice, consent,
waiver or other action, or to vote on any action, authorized or permitted to be
given or taken by Holders. If not set by the Company prior to the first
solicitation of a Holder made by any person in respect of any such action, or,
in the case of any such vote, prior to such vote, the record date for any such
action or vote shall be the 30th day (or, if later, the date of the most recent
list of Holders required to be provided pursuant to Section 7.6) prior to such
first solicitation or vote, as the case may be. With regard to any record date,
only the Holders on such date (or their duly designated proxies) shall be
entitled to give or take, or vote on, the relevant action.

                                  ARTICLE II.

                                 THE SECURITIES

         Section 2.1 Form and Dating. The Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit A,
which is a part of this Indenture. To the extent any provisions of the
Securities and this Indenture are in conflict, the provisions of this Indenture
shall control. The Securities may have notations, legends or endorsements
required by law, stock exchange rule or usage (provided that any such notation,
legend or endorsement required by usage is in a form acceptable to the Company).
The Company shall provide any such notations, legends or endorsements to the
Trustee in writing. Each Security shall be dated the date of its authentication.
The Securities will be issued only as Certificated Securities in the form of
Exhibit A.

         Section 2.2 Execution and Authentication. The Securities shall be
executed on behalf of the Company by any Officer. The signature of the Officer
on the Securities may be manual or facsimile.

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

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

         The Trustee shall authenticate and deliver the Securities for original
issue in an aggregate principal amount of up to $13,400,000 upon one or more
Company Orders without any further action by the Company. The aggregate
principal amount of the Securities due at the Stated Maturity thereof
outstanding at any time may not exceed the amount set forth in the foregoing
sentence, except as provided in Section 2.7.


                                  EXHIBIT D-10
<PAGE>

         The Securities shall be issued only in registered form without coupons.

         Section 2.3 Registrar, Paying Agent and Conversion Agent. The Company
shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange ("Registrar"), an office or agency
where Securities may be presented for purchase or payment ("Paying Agent") and
an office or agency where Securities may be presented for conversion
("Conversion Agent"). The Registrar shall keep a register of the Securities and
of their transfer and exchange. The Company may have one or more co-registrars,
one or more additional Paying Agents and one or more additional conversion
agents. The term Paying Agent includes any additional Paying Agent, including
any named pursuant to Section 4.7. The term Conversion Agent includes any
additional conversion agent, including any named pursuant to Section 4.7.

         The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent, Conversion Agent or co-registrar (that is not also the
Trustee). The agreement shall implement the provisions of this Indenture that
relate to such agent. The Company shall notify the Trustee of the name and
address of any such agent. If the Company fails to maintain a Registrar, Paying
Agent or Conversion Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation therefor pursuant to Section 7.7. The Company or any
Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar,
Conversion Agent or co-registrar.

         The Company initially appoints LaSalle Bank as Registrar, Conversion
Agent and Paying Agent in connection with the Securities.

         Section 2.4 Paying Agent and Trustee To Hold Money in Trust. Except as
otherwise provided herein, on or prior to each due date of payments in respect
of any Security, the Company shall deposit with the Paying Agent a sum of money
(in immediately available funds if deposited on the due date) sufficient to make
such payments when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of Securityholders or the Trustee all money held by the
Paying Agent for the making of payments in respect of the Securities and shall
notify the Trustee of any default by the Company in making any such payment. At
any time during the continuance of any such default, the Paying Agent shall,
upon the written request of the Trustee, forthwith pay to the Trustee all money
so held in trust. If the Company, a Subsidiary or an Affiliate of either of them
acts as Paying Agent, it shall segregate the money held by it as Paying Agent
and hold it as a separate trust fund. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed by it. Upon doing so, the Paying Agent shall have no further
liability for the money.

         The Trustee and the Paying Agent shall return to the Company any money
held by them for the payment of any amount with respect to the Securities that
remains unclaimed for two years, subject to applicable unclaimed property law.
After return to the Company, Holders entitled to the money must look to the
Company for payment as general creditors unless an applicable abandoned property
law designates another person.

         Section 2.5 Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall cause the Registrar to furnish to the Trustee at
least semiannually on June 30 and December 31 a listing of


                                  EXHIBIT D-11
<PAGE>

Securityholders dated within 15 days of the date on which the list is furnished
and at such other times as the Trustee may request in writing a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of Securityholders.

         Section 2.6 Transfer and Exchange.

         (a) Subject to Section 2.12 hereof, upon surrender for registration of
transfer of any Security, together with a written instrument of transfer
satisfactory to the Registrar duly executed by the Securityholder or such
Securityholder's attorney duly authorized in writing, at the office or agency of
the Company designated as Registrar or co-registrar pursuant to Section 2.3, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
any authorized denomination or denominations, of a like aggregate principal
amount. The Company shall not charge a service charge for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
pay all taxes, assessments or other governmental charges that may be imposed in
connection with the transfer or exchange of the Securities from the
Securityholder requesting such transfer or exchange.

         The Company shall not be required to make, and the Registrar need not
register, transfers of Securities in respect of which a Fundamental Change
Purchase Notice has been given and not withdrawn by the Holder thereof in
accordance with the terms of this Indenture (except, in the case of Securities
to be purchased in part, the portion thereof not to be purchased).

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

         (b) Successive registrations and registrations of transfers and
exchanges as aforesaid may be made from time to time as desired, and each such
registration shall be noted on the register for the Securities.

         (c) Any Registrar appointed pursuant to Section 2.3 hereof shall
provide to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities upon transfer or
exchange of Securities.

         (d) No Registrar shall be required to make registrations of transfer or
exchange of Securities during any periods designated in the text of the
Securities or in this Indenture as periods during which such registration of
transfers and exchanges need not be made.

         (e) Except for transfers in connection with a Shelf Registration
Statement, if Securities are issued upon the transfer, exchange or replacement
of Securities subject to restrictions on transfer and bearing the legends set
forth on the form of Security attached hereto as Exhibit A setting forth such
restrictions (collectively, the "Legend"), or if a request is made to remove the
Legend on a Security, the Securities so issued shall bear the Legend, or the
Legend shall not be removed, as the case may be, unless there is delivered to
the Company and the Registrar such satisfactory evidence (which may include a
legal opinion), as may be reasonably required by the


                                  EXHIBIT D-12
<PAGE>

Company and the Registrar, that neither the Legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply
with the provisions of Rule 144 under the Securities Act or that such Securities
are not "restricted" within the meaning of Rule 144 under the Securities Act.
Upon (i) provision of such satisfactory evidence, or (ii) notification by the
Company to the Trustee and Registrar of the sale of such Security pursuant to a
registration statement that is effective at the time of such sale, the Trustee,
at the written direction of the Company, shall authenticate and deliver a
Security that does not bear the Legend. If the Legend is removed from the face
of a Security and the Security is subsequently held by the Company or an
Affiliate of the Company, the Legend shall be reinstated.

         (f) Anything to the contrary herein notwithstanding, the Company and
the Trustee may impose such transfer, certification, exchange or other
requirements, and require such restrictive legends on certificates evidencing
the Securities, as (i) they may determine are necessary to ensure compliance
with the securities laws of the United States and the states therein and any
other applicable laws, or (ii) to ensure that the Shelf Registration Statement
or amendment thereto covering the Securities or shares of Common Stock to be
issued upon conversion of the Securities is declared effective by the
Commission.

         Section 2.7 Replacement Securities. If (a) any mutilated Security is
surrendered to the Trustee, or (b) the Company and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Security, and
there is delivered to the Company and the Trustee such security or indemnity as
may be required by them to indemnify them and to save each of them harmless,
then, in the absence of notice to the Company or the Trustee that such Security
has been acquired by a protected purchaser as defined in the New York Uniform
Commercial Code, the Company shall execute and upon its written request the
Trustee shall authenticate and deliver, in exchange for any such mutilated
Security or in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and principal amount, bearing a certificate number not
contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, or is about to be purchased by the
Company pursuant to Article III hereof, the Company in its discretion may,
instead of issuing a new Security, pay or purchase such Security, as the case
may be.

         Upon the issuance of any new Securities under this Section 2.7, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Security issued pursuant to this Section 2.7 in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Securities duly issued hereunder.

         The provisions of this Section 2.7 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.


                                  EXHIBIT D-13
<PAGE>

         Section 2.8 Outstanding Securities; Determinations of Holders' Action.
Securities outstanding at any time are all the Securities authenticated by the
Trustee except for those cancelled by it, those paid pursuant to Section 2.7,
those delivered to it for cancellation and those described in this Section 2.8
as not outstanding. A Security does not cease to be outstanding because the
Company or an Affiliate thereof holds the Security; provided, however, that in
determining whether the Holders of the requisite principal amount of Securities
have given or concurred in any request, demand, authorization, direction,
notice, consent, waiver or other Act hereunder, Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or such
other obligor shall be disregarded and deemed not to be outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, waiver or other
Act, only Securities which a Responsible Officer of the Trustee actually knows
to be so owned shall be so disregarded. Subject to the foregoing, only
Securities outstanding at the time of such determination shall be considered in
any such determination (including, without limitation, determinations pursuant
to Articles VI and IX).

         If a Security is replaced pursuant to Section 2.7, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a protected purchaser.

         If the Paying Agent holds, in accordance with this Indenture, on a
Fundamental Change Purchase Date, or on Stated Maturity, money sufficient to pay
Securities payable on that date, then immediately after such Fundamental Change
Purchase Date or Stated Maturity, as the case may be, such Securities shall
cease to be outstanding and interest, if any, on such Securities shall cease to
accrue.

         If a Security is converted in accordance with Article X, then from and
after the Conversion Date, such Security shall cease to be outstanding and
interest, if any, shall cease to accrue on such Security.

         Section 2.9 Temporary Securities. Pending the preparation of definitive
Securities, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the Officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities.

         If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 2.3,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations. Until so exchanged the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.


                                  EXHIBIT D-14
<PAGE>

         Section 2.10 Cancellation. All Securities surrendered for payment,
conversion, or registration of transfer or exchange shall, if surrendered to any
person other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
that the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly cancelled by the Trustee. The Company may not
issue new Securities to replace Securities it has paid or delivered to the
Trustee for cancellation or that any Holder has converted pursuant to Article X.
No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section 2.10, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee shall
be disposed of by the Trustee in accordance with the Trustee's customary
procedure.

         Section 2.11 Persons Deemed Owners. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the person in whose name such Security is
registered in the records of the Registrar as the owner of such Security for the
purpose of receiving payment of principal of the Security or the payment of any
Fundamental Change Purchase Price in respect thereof, and interest thereon, for
the purpose of conversion and for all other purposes whatsoever, whether or not
such Security be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.

         Section 2.12 Certificated Securities. (a) When Certificated Securities
are presented to the Registrar with a request:

                           (i)      to register the transfer of such
         Certificated Securities; or

                           (ii)     to exchange such Certificated Securities for
         an equal principal amount of Certificated Securities of other
         authorized denominations,

         the Registrar shall register the transfer or make the exchange as
requested if its reasonable requirements for such transaction are met; provided,
however, that the Certificated Securities surrendered for transfer or exchange:

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

(2)      so long as such Securities are Restricted Securities, such Securities
         are being transferred or exchanged pursuant to an effective
         registration statement under the Securities Act or pursuant to clause
         (A), (B) or (C) below, and are accompanied by the following additional
         information and documents, as applicable:

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

         (B)      if such Certificated Securities are being delivered to the
                  Registrar by a Holder for registration in the name of such
                  Holder, without transfer, a certification from such Holder to
                  that effect; or


                                  EXHIBIT D-15
<PAGE>

         (C)      if such Certificated Securities are being transferred pursuant
                  to an exemption from registration, (i) a certification to that
                  effect (in the form set forth in Exhibit B, if applicable) and
                  (ii) unless the Company provides a Company Order that it is
                  not required, an opinion of counsel or other evidence
                  reasonably satisfactory to it as to the compliance with the
                  restrictions set forth in the Legend.

         (b) Subject to Section 2.12(c), every Security shall be subject to the
restrictions on transfer provided in the Legend. Whenever any Restricted
Security is presented or surrendered for registration of transfer or for
exchange for a Security registered in a name other than that of the Holder, such
Security must be accompanied by a certificate in substantially the form set
forth in Exhibit B, dated the date of such surrender and signed by the Holder of
such Security, as to compliance with such restrictions on transfer. The
Registrar shall not be required to accept for such registration of transfer or
exchange any Security not so accompanied by a properly completed certificate.

         (c) The restrictions imposed by the Legend upon the transferability of
any Security shall cease and terminate when such Security has been sold pursuant
to an effective registration statement under the Securities Act or transferred
in compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or, if earlier, upon the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor
provision). Any Security as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon a
surrender of such Security for exchange to the Registrar in accordance with the
provisions of this Section 2.12 (accompanied, in the event that such
restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144 or any successor provision, by an opinion of counsel addressed to
the Company and in form acceptable to the Company, to the effect that the
transfer of such Security has been made in compliance with Rule 144 or such
successor provision), be exchanged for a new Security, of like tenor and
aggregate principal amount, which shall not bear the restrictive Legend. The
Company shall inform the Trustee of the effective date of any registration
statement registering the resale of the Securities under the Securities Act. The
Trustee shall not be liable for any action taken or omitted to be taken by it in
good faith in accordance with the aforementioned opinion of counsel or
registration statement.

         (d) As used in Section 2.12(b) and (c), the term "transfer" encompasses
any sale, pledge, transfer, loan, hypothecation, or other disposition of any
Security.

         Section 2.13 Ranking. The Debt of the Company arising under or in
connection with this Indenture and every outstanding Security issued under this
Indenture from time to time constitutes and will constitute a subordinated
unsecured obligation of the Company, ranking junior to Senior Debt, ranking
senior to any Junior Debt and ranking equally with trade payables of the Company
and NDC Debt.

         Section 2.14 Opinion of Counsel. Any provision in this Indenture that
permits the Company to require an opinion of counsel in respect of any
securities transfer, such counsel shall have substantial experience in practice
under the Securities Act and otherwise be reasonably acceptable to the Company.


                                  EXHIBIT D-16
<PAGE>

                                  ARTICLE III.

                                   PURCHASES

         Section 3.1 Purchase of Securities at Option of the Holder upon a
Fundamental Change.

         (a) If a Fundamental Change occurs, the Securities shall, be purchased
by the Company pursuant to Paragraph 5(a) of the Securities, at the option of
the Holder thereof, for cash at a purchase price equal to 100.0% of the
principal amount thereof plus accrued and unpaid interest, if any, to, but
excluding, the date of purchase (the "Fundamental Change Purchase Price"), as of
the date that is 30 days after the date of the notice of Fundamental Change
delivered by the Company (or, if such 30th day is not a Business Day, the next
succeeding Business Day) (the "Fundamental Change Purchase Date"), subject to
satisfaction by or on behalf of the Holder of the requirements set forth in
Section 3.1(c).

         A "Fundamental Change" is any transaction or event (whether by means of
an exchange offer, liquidation, tender offer, consolidation, merger,
combination, reclassification, recapitalization or otherwise) in connection with
which all or substantially all of the Company's Common Stock is exchanged for,
converted into, acquired for or constitutes solely the right to receive,
consideration which is not all or substantially all common stock that:

                  (i)      is listed on, or immediately after the transaction or
         event will be listed on, a United States national securities exchange;
         or

                  (ii)     is approved, or immediately after the transaction or
         event will be approved, for quotation on Nasdaq or any similar United
         States system of automated dissemination of quotations of securities
         prices.

         (b) No later than 10 days after the occurrence of a Fundamental Change,
the Company shall mail a written notice of the Fundamental Change by first-class
mail to the Trustee and to each Holder. The notice shall include a form of
written notice of purchase (the "Fundamental Change Purchase Notice") to be
completed by the Holder and shall state:

                  (1)      briefly, the events causing a Fundamental Change and
                           the date of such Fundamental Change;

                  (2)      the date by which the Fundamental Change Purchase
                           Notice pursuant to this Section 3.1 must be given;

                  (3)      the Fundamental Change Purchase Date;

                  (4)      the Fundamental Change Purchase Price;

                  (5)      the name and address of the Paying Agent and the
                           Conversion Agent;

                  (6)      the Conversion Rate and any adjustments thereto;

                  (7)      that the Securities as to which a Fundamental Change
                           Purchase Notice has been given may be converted if
                           they are otherwise convertible pursuant to Article X
                           hereof in lieu of the right to receive the
                           Fundamental Change Purchase Price;


                                  EXHIBIT D-17
<PAGE>

                  (8)      that the Securities must be surrendered to the Paying
                           Agent to collect payment;

                  (9)      that the Fundamental Change Purchase Price for any
                           Security as to which a Fundamental Change Purchase
                           Notice has been duly given and not withdrawn will be
                           paid promptly following the later of the Fundamental
                           Change Purchase Date and the time of surrender of
                           such Security as described in clause (8) above;

                  (10)     briefly, the procedures the Holder must follow to
                           exercise rights under this Section 3.1;

                  (11)     the procedures for withdrawing a Fundamental Change
                           Purchase Notice; and

                  (12)     that, unless the Company defaults in making payment
                           of such Fundamental Change Purchase Price, interest,
                           if any, on Securities surrendered for purchase by the
                           Company will cease to accrue on and after the
                           Fundamental Change Purchase Date.

         At the Company's request, the Trustee shall give the notice of the
Fundamental Change in the Company's name and at the Company's expense, provided
that the Company makes such request at least five Business Days prior to the
date by which such notice of the Fundamental Change must be given to Holders in
accordance with this Section 3.1 unless a shorter period is agreed upon by the
Trustee.

         (c) A Holder may exercise its rights specified in Section 3.1(a) upon
delivery of a Fundamental Change Purchase Notice to the Paying Agent at any time
on or prior to the 30th day after the date the Company delivers its written
Fundamental Change notice, stating:

                  (1)      the certificate number of the Security which the
                           Holder will deliver to be purchased;

                  (2)      the portion of the principal amount of the Security
                           which the Holder will deliver to be purchased, which
                           portion, if not the entire amount of the Security,
                           must be $1,000 or an integral multiple thereof; and

                  (3)      that such Security shall be purchased pursuant to the
                           terms and conditions specified in Paragraph 5(a) of
                           the Securities.

         The delivery of such Security to the Paying Agent with the Fundamental
Change Purchase Notice (together with all necessary endorsements) at the offices
of the Paying Agent shall be a condition to the receipt by the Holder of the
Fundamental Change Purchase Price therefor; provided, however, that such
Fundamental Change Purchase Price shall be so paid pursuant to this Section 3.1
only if the Security so delivered to the Paying Agent shall conform in all
respects to the description thereof set forth in the related Fundamental Change
Purchase Notice.

         (d) The Company shall purchase from the Holder thereof, pursuant to
this Section 3.1, a portion of a Security only if the principal amount of such
portion is $1,000 or an integral


                                  EXHIBIT D-18
<PAGE>

multiple of $1,000. Provisions of this Indenture that apply to the purchase of
all of a Security also apply to the purchase of such portion of such Security.

         Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.1 shall be consummated by the delivery of the cash to be received
by the Holder on the Fundamental Change Purchase Date.

         (e) The Paying Agent shall promptly notify the Company of the receipt
by it of any Fundamental Change Purchase Notice.

         (f) Notwithstanding the foregoing provisions of this Section 3.1, the
Company shall not be required to offer to purchase Securities following a
Fundamental Change if a third party makes the offer contemplated by this Section
3.1 in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 3.1 and purchases on the Fundamental
Change Purchase Date all Securities in respect of which a valid Fundamental
Change Purchase Notice was delivered and not withdrawn.

         Section 3.2 Effect of Fundamental Change Purchase Notice. Upon receipt
by the Paying Agent of the Fundamental Change Purchase Notice specified in
Section 3.1(b), the Holder of the Security in respect of which such Fundamental
Change Purchase Notice was given shall (unless such Fundamental Change Purchase
Notice is withdrawn as specified in the following paragraph) thereafter be
entitled to receive solely the Fundamental Change Purchase Price, in cash, with
respect to such Security. Such Fundamental Change Purchase Price shall be paid
to such Holder, subject to receipts of funds by the Paying Agent, as soon as
practicable following the later of (x) Fundamental Change Purchase Date with
respect to such Security (provided the conditions in Section 3.1(c) have been
satisfied) and (y) the time of delivery of such Security to the Paying Agent by
the Holder thereof in the manner required by Section 3.1(c). Securities in
respect of which a Fundamental Change Purchase Notice has been given by the
Holder thereof may not be converted pursuant to Article X hereof on or after the
date of the delivery of such Fundamental Change Purchase Notice unless such
Fundamental Change Purchase Notice has first been validly withdrawn as specified
in the following paragraph.

         A Fundamental Change Purchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Paying Agent in
accordance with the Fundamental Change Purchase Notice at any time prior to the
close of business on the Business Day immediately preceding the Fundamental
Change Purchase Date specifying:

                  (1)      the certificate number, if any, of the Security in
                           respect of which such notice of withdrawal is being
                           submitted,

                  (2)      the principal amount of the Security with respect to
                           which such notice of withdrawal is being submitted,
                           and

                  (3)      the principal amount, if any, of such Security which
                           remains subject to the original Fundamental Change
                           Purchase Notice and which has been or will be
                           delivered for purchase by the Company.

         Section 3.3 Deposit of Fundamental Change Purchase Price. Prior to
11:00 a.m. (local time in the City of New York) on the Fundamental Change
Purchase Date, the Company shall deposit with the Trustee or with the Paying
Agent (or, if the Company or a Subsidiary or an


                                  EXHIBIT D-19
<PAGE>

Affiliate of either of them is acting as the Paying Agent, shall segregate and
hold in trust as provided in Section 2.4) an amount of cash (in immediately
available funds if deposited on such Business Day) sufficient to pay the
aggregate Fundamental Change Purchase Price of all the Securities or portions
thereof which are to be purchased as of the Fundamental Change Purchase Date.

         Section 3.4 Securities Purchased in Part. Any Security which is to be
purchased only in part shall be surrendered at the office of the Paying Agent
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge,
a new Security or Securities, of any authorized denomination as requested by
such Holder in aggregate principal amount equal to, and in exchange for, the
portion of the principal amount of the Security so surrendered which is not
purchased.

         Section 3.5 Covenant To Comply with Securities Laws upon Purchase of
Securities .When complying with the provisions of Section 3.1 hereof (provided
that such offer or purchase constitutes an "issuer tender offer" for purposes of
Rule 13e-4 (which term, as used herein, includes any successor provision
thereto) under the Exchange Act at the time of such offer or purchase), the
Company shall (i) comply with Rule 13e-4 and Rule 14e-1 (or any successor
provision) under the Exchange Act, (ii) file any required Schedule TO (or any
successor schedule, form or report) under the Exchange Act, and (iii) otherwise
comply with all Federal and state securities laws so as to permit the rights and
obligations under Section 3.1 to be exercised in the time and in the manner
specified in Section 3.1. In the event of any conflict between the time
limitations specified in this Section 3 and the applicable U.S. Securities laws,
the time limitations in the U.S. Securities laws shall govern.

         Section 3.6 Repayment to the Company. The Trustee and the Paying Agent
shall return to the Company any cash that remains unclaimed as provided in
Paragraph 10 of the Securities, together with interest, if any, thereon (subject
to the provisions of Section 7.1(f)), held by them for the payment of the
Fundamental Change Purchase Price; provided, however, that to the extent that
the aggregate amount of cash deposited by the Company pursuant to Section 3.3
exceeds the aggregate Fundamental Change Purchase Price of the Securities or
portions thereof which the Company is obligated to purchase as of the
Fundamental Change Purchase Date, then, unless otherwise agreed in writing with
the Company, promptly after the Business Day following the Fundamental Change
Purchase Date, the Trustee shall return any such excess to the Company together
with interest, if any, thereon (subject to the provisions of Section 7.1(f)).

                                  ARTICLE IV.
                                   COVENANTS

         Section 4.1 Payment of Securities. The Company shall promptly make all
payments in respect of the Securities on the dates and in the manner provided in
the Securities or pursuant to this Indenture. Any amounts of cash to be given to
the Trustee or Paying Agent, shall be deposited with the Trustee or Paying Agent
by 11:00 a.m. New York City time by the Company. Principal amount, Fundamental
Change Purchase Price and interest, if any, shall be considered


                                  EXHIBIT D-20
<PAGE>

paid on the applicable date due if on such date the Trustee or the Paying Agent
holds, in accordance with this Indenture, cash sufficient to pay all such
amounts then due.

         Section 4.2 Limitation on Indebtedness. The Company shall not, and
shall not permit any of its Subsidiaries to, create, incur, assume or suffer to
exist any Debt, including any Acquired Debt, other than the amount of any Debt
outstanding as of the date hereof and any refinancing thereof, except Senior
Debt; provided, however, that if the Company has a Senior Credit Facility in
place, then the Company and its Subsidiaries may incur Junior Debt (including
Acquired Debt) to the extent expressly permitted under the Senior Credit
Facility without any waivers or consents from the lenders; provided further,
that if (i) (A) General Atlantic Partners 74, L.P. GAP Coninvestment Partners
II, L.P. Gapstar, LLC and GAPCO GMBH & CO. KG and their Affiliates
(collectively, the "Purchasers") continues to have a representative on the Board
of Directors of the Company and (B) such representative approved the incurrence
of the Junior Debt and (ii) neither the Purchasers nor any of their Affiliates
are participating in the Junior Debt as lender or holder or in any other
capacity, then the Junior Debt may be incurred with a waiver or consent from the
lenders); and provided, further that if the Company does not have a Senior
Credit Facility in place, then the Company and its Subsidiaries may incur Junior
Debt (including Acquired Debt), if, after giving effect to the incurrence of
such Junior Debt and the receipt of the application of the proceeds therefrom
the Interest Coverage Ratio would be greater than 2.00 to 1.00.; provided,
however, that the Interest Coverage Ratio shall not have to be met if (i) (A)
the Purchasers continue to have a representative on the Board of Directors of
the Company and (B) such representative approved the incurrence of the Junior
Debt and (ii) neither the Purchasers nor any of their Affiliates are
participating in the Junior Debt as lender or holder or in any other capacity.

         Section 4.3 Limitation on Dividends. The Company shall not, and shall
not permit any of its Subsidiaries, to declare or pay any dividend on or make
any payment on account of, or set apart assets for a sinking or other analogous
fund for, the purchase, redemption, defeasance, retirement or other acquisition
of, any shares of any class of Capital Stock of the Company or any Subsidiary of
the Company, whether now or hereafter outstanding, or make any other
distribution in respect thereof permitted by applicable law, either directly or
indirectly, whether in cash or property or in obligations of the Company or any
Subsidiary, except that any wholly-owned Subsidiary may declare and pay
dividends to the Company and, except that the Company may pay cumulative
dividends on Series C Preferred Stock outstanding as of the date hereof in
accordance with its Articles of Incorporation in effect as of the date hereof
and except that the Company may issue Capital Stock redeemable at the option of
the holder of the Capital Stock if (i) at the time of the issuance of such
redeemable Capital Stock, the Purchasers continue to have a representative on
the Board of Directors of the Company and such representative approved the
issuance of such redeemable Capital Stock and neither the Purchasers nor any of
the its Affiliates is participating in the placement or purchase of the
redeemable Capital Stock, and (ii) the redemption is made upon the exercise of
the holder's option in accordance with the original terms of the redeemable
Capital Stock as set forth in the amendment to the Articles of Incorporation of
the Company; and provided further that the Company may purchase or otherwise
acquire outstanding shares of its Capital Stock (other than through a redemption
at the option of the holder of redeemable Capital Stock) only if at the time of
such purchase or acquisition, the Purchasers continue to have a representative
on the Board of Directors of the Company and such representative approved such
repurchase or acquisition and none of the shares of Capital Stock being
purchased or acquired is beneficially owned by the Purchasers or


                                  EXHIBIT D-21

<PAGE>

any limited partners of the Purchasers to whom any shares of Capital Stock have
been distributed from any of the Purchasers.

         Section 4.4 SEC and Other Reports.

         The Company shall file with the Trustee, within 15 days after it files
such annual and quarterly reports, information, documents and other reports with
the SEC, copies of its annual report and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by
rules and regulations prescribe) which the Company is required to file with the
SEC pursuant to Section 13 or 15(d) of the Exchange Act. In the event the
Company is at any time no longer subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, it shall continue to provide the
Trustee with reports containing substantially the same information as would have
been required to be filed with the SEC had the Company continued to have been
subject to such reporting requirements. In such event, such reports shall be
provided at the times the Company would have been required to provide reports
had it continued to have been subject to such reporting requirements. The
Company also shall comply with the other provisions of TIA Section 314(a).
Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely conclusively on Officers' Certificates).

         Section 4.5 Compliance Certificate. (a) The Company shall deliver to
the Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on December 31, 2002) an Officers'
Certificate of which at least one of the Officers executing such certificate is
either the Chief Executive Officer or Chief Financial Officer, stating whether
or not to the best knowledge of the signers thereof, the Company is in default
in the performance and observance of any of the terms, provisions and conditions
of this Indenture (without regard to any period of grace or requirement of
notice provided hereunder) and if the Company shall be in default, specifying
all such defaults and the nature and status thereof of which they may have
knowledge.

         Section 4.6 Further Instruments and Acts. 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 purposes of this
Indenture.

         Section 4.7 Maintenance of Office or Agency. The Company will maintain
in the Borough of Manhattan, the City of New York, an office or agency of the
Trustee, Registrar, Paying Agent and Conversion Agent where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer, exchange, purchase or conversion and where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served. The Company shall give prompt written notice to the Trustee of
the location, and of any change in the location, of any such office or agency
(other than a change in the location of the office of the Trustee). If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 12.2.


                                  EXHIBIT D-22
<PAGE>

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

         Section 4.8 Taxes. The Company shall, and shall cause each of its
subsidiaries to, pay prior to delinquency all taxes, assessments and
governmental levies, except as contested in good faith and by appropriate
proceedings and except where the failure to so pay will not have a material
adverse effect on the Company.

         Section 4.9 Delivery of Certain Information. At any time when the
Company is not subject to Section 13 or 15(d) of the Exchange Act or upon the
request of a Holder or any beneficial owner of Securities or holder or
beneficial owner of shares of Common Stock issued upon conversion thereof, the
Company will promptly furnish or cause to be furnished Rule 144A Information to
such Holder or any beneficial owner of Securities or holder or beneficial owner
of shares of Common Stock issued upon conversion of a Security, or to a
prospective purchaser of any such security designated by any such holder, as the
case may be, to the extent required to permit compliance by such Holder or
holder with Rule 144A under the Securities Act in connection with the resale of
any such security. "Rule 144A Information" shall be such information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act. Whether a person
is a beneficial owner shall be determined by the Company to the Company's
reasonable satisfaction.

         Section 4.10 Notice of Liquidated Damages Amount. If any Liquidated
Damages Amount is payable by the Company pursuant to the Registration Rights
Agreement, the Company shall deliver to the Trustee a certificate to that effect
stating (i) the amount of such Liquidated Damages Amount that is payable and
(ii) the date on which such Liquidated Damages Amount is payable. Unless and
until a Responsible Officer of the Trustee receives such a certificate, the
Trustee may assume without inquiry that no Liquidated Damages Amount is payable.
If the Company has paid any Liquidated Damages Amount directly to the person(s)
entitled to such amount, the Company shall deliver to the Trustee a certificate
setting forth the particulars of such payment.

         Section 4.11 Annual Certification.

         The Company shall deliver the Annual Certification to the Trustee
within 90 days after the end of each Measurement Period and shall provide a copy
of the Annual Certification to the Designated Holders' Representative appointed
in the Registration Rights Agreement

                                   ARTICLE V.
                          CONSOLIDATION, MERGER OR SALE

         Section 5.1 Consolidation, Merger or Sale. The Company covenants and
agrees that it will not consolidate or merge with or into any other person, or
convey, transfer or lease its property and assets substantially as an entirety
to any other person, unless (a) the Company is the surviving person, or the
resulting, surviving or transferee person, if other than the Company, is
organized and existing under the laws of the United States, any state thereof or
the District of


                                  EXHIBIT D-23
<PAGE>

Columbia, or any other country, (b) the successor person assumes all of the
Company's obligations under the Securities and this Indenture, and (c)
immediately after giving effect to the transaction no Default shall have
occurred and be continuing.

         Section 5.2 Securities and Indenture To Be Assumed by Successor on
Consolidation, Merger or Sale. Subject to the provisions of Section 5.1, nothing
in this Indenture shall prevent any consolidation or merger of the Company with
or into any other person, or any conveyance, transfer or lease of the property
and assets of the Company to any other person lawfully entitled to acquire the
same; provided, however, and the Company covenants and agrees, that any such
consolidation, merger, conveyance, transfer or lease shall be upon the condition
that the due and punctual payment of the principal, premium, if any, and
interest of all the Securities according to their tenor, and the due and
punctual performance and observance of all the terms, covenants and conditions
of the Indenture to be kept or performed by the Company shall, by an indenture
supplemental hereto, executed and delivered to the Trustee, be assumed by the
person formed by or resulting from any such consolidation or merger (provided
that no such supplemental indenture shall be required if the Company is the
surviving person upon the consolidation or merger), or which shall have received
the transfer of all or substantially all of the property and assets of the
Company, just as fully and effectually as if such successor person had been the
original party of the first part hereto. Every such successor person upon
executing an indenture supplemental hereto, as provided in this Section 5.2, in
form satisfactory to the Trustee, shall succeed to and be substituted for the
Company with the same effect as if it had been named herein as party of the
first part hereto; and any order, certificate, statement, request, instructions,
advice or resolutions of the Board of Directors or officers of the Company
provided for in this Indenture may be made by like officials of such successor
person.

         In case of any such consolidation, merger, conveyance, transfer or
lease such changes in phraseology and form (but not in substance) may be made in
the Securities thereafter to be issued as may be appropriate.

         In the event of any such conveyance or transfer (other than a transfer
by way of lease), the Company or any successor person which shall theretofore
have become such in the manner described in this Article V shall be discharged
from all obligations and covenants under this Indenture and the Securities.

         Subject to the provisions of Section 7.1, the Trustee may receive an
Opinion of Counsel as conclusive evidence that any such indenture supplemental
hereto complies with the foregoing conditions and provisions of this Section
5.2.

         This Section 5.2 shall be applicable to successive consolidations or
mergers to which the Company (including any successor) is a party and to
successive sales or transfers by the Company (including any successor).


                                  EXHIBIT D-24
<PAGE>

                                   ARTICLE VI.
                              DEFAULTS AND REMEDIES

         Section 6.1 Events of Default. An "Event of Default" occurs if:

         (1)      the Company defaults in the payment of the principal amount or
premium, if any, on any Security when the same becomes due and payable, whether
or not the payment is prohibited by the provisions of Article XI hereof; or

         (2)      the Company defaults in the payment of any accrued and unpaid
interest or Liquidated Damages Amounts, if any, when due and payable, and
continuance of such default for a period of 30 days, whether or not the payment
is prohibited by the provisions of Article XI hereof; or

         (3)      the Company fails to comply in any material respect with any
of its agreements or covenants in the Securities or this Indenture (other than
those referred to in clause (1) or (2) above) and such failure continues for 45
days after receipt by the Company of a Notice of Default; or

         (4)      the entry by a court having jurisdiction in the premises of
(A) a decree or order for relief in respect of the Company or any Significant
Subsidiary in an involuntary case or proceeding under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company or any Significant Subsidiary as bankrupt
or insolvent, or approving as properly filed a petition by one or more persons
other than the Company or any Significant Subsidiary seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or any
Significant Subsidiary under any applicable federal or state law, or appointing
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official for the Company or any Significant Subsidiary or for all or
substantially all of their respective property, or ordering the winding up or
liquidation of their respective affairs, and the continuance of any such decree
or order for relief or any such other decree or order unstayed and in effect for
a period of 90 consecutive days; or

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


                                  EXHIBIT D-25
<PAGE>

         (6)      there occurs with respect to any Senior Debt, whether such
Senior Debt now exists or is hereinafter incurred, an event of default that has
caused the holder thereof to declare such Senior Debt to be due and payable
prior to its Stated Maturity and such Senior Debt has not been discharged in
full or such acceleration has not been rescinded or annulled within 30 days of
such acceleration and/or the failure to make any principal payment at the final
(but not an interim) fixed maturity and such defaulted payment shall not have
been made, waived or extended within 30 days of such payment default.

         A Default under clause (3) above is not an Event of Default until the
Trustee notifies the Company, or the Holders of at least 50% in aggregate
principal amount of the Securities at the time outstanding notify the Company
and the Trustee, of the Default and the Company does not cure such Default (and
such Default is not waived) within the time specified in clause (3) above after
actual receipt of such notice. Any such notice must specify the Default, demand
that it be remedied and state that such notice is a "Notice of Default."

         The Company shall deliver to the Trustee, within 30 days after it
becomes aware of the occurrence thereof, written notice of any Event of Default
under clause (4) or (5) above or any Default, its status and what action the
Company is taking or proposes to take with respect thereto.

         Section 6.2 Acceleration. If an Event of Default (other than an Event
of Default specified in Section 6.1(4) or (5)) occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least 50% in aggregate
principal amount of the Securities at the time outstanding by notice to the
Company and the Trustee, may declare the principal amount, premium, if any, plus
accrued and unpaid interest and Liquidated Damages Amount, if any, on all the
outstanding Securities to be immediately due and payable. Upon such a
declaration, such accelerated amount shall be due and payable immediately. If an
Event of Default specified in Section 6.1(4) or (5) occurs and is continuing,
the principal amount, premium, if any, plus accrued and unpaid interest and
Liquidated Damages Amount, if any, on all the Securities shall become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Securityholders. The Holders of a majority in aggregate
principal amount of the Securities at the time outstanding, by notice to the
Trustee (and without notice to any other Securityholder) may rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived except nonpayment of the principal amount plus accrued and unpaid
interest, if any, that have become due solely as a result of acceleration and if
all amounts due to the Trustee under Section 7.7 have been paid. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.

         Section 6.3 Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of the principal amount, premium, if any, plus accrued and unpaid interest and
Liquidated Damages Amount, if any, 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 the Trustee does not
possess any of the Securities or does not produce any of the Securities in the
proceeding. A delay or omission by the Trustee or any Securityholder 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


                                  EXHIBIT D-26
<PAGE>

Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative.

         Section 6.4 Waiver of Past Defaults. The Holders of a majority in
aggregate principal amount of the Securities at the time outstanding, by notice
to the Trustee (and without notice to any other Securityholder), may waive an
existing Default and its consequences except (a) an Event of Default described
in Section 6.1(1) or (2), or (b) a Default in respect of a provision that under
Section 9.2 cannot be amended without the consent of each Securityholder
affected. When a Default is waived, it is deemed cured, but no such waiver shall
extend to any subsequent or other Default or impair any consequent right. This
Section 6.4 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section
316(a)(1)(B) is hereby expressly excluded from this Indenture, as permitted by
the TIA.

         Section 6.5 Control by Majority. The Holders of a majority in aggregate
principal amount of the Securities at the time outstanding may 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. However,
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines in good faith is unduly prejudicial to
the rights of other Securityholders or would involve the Trustee in personal
liability unless the Trustee is offered indemnity satisfactory to it. This
Section 6.5 shall be in lieu of Section 316(a)(1)(A) of the TIA and such Section
316(a)(1)(A) is hereby expressly excluded from this Indenture, as permitted by
the TIA.

         Section 6.6 Limitation on Suits. A Securityholder may not pursue any
remedy with respect to this Indenture, except in the case of a default in the
payment of principal amount, premium, if any, plus accrued and unpaid interest
and Liquidated Damages Amount, if any, or the Securities unless:

         (1)      the Holder gives to the Trustee written notice stating that an
Event of Default is continuing;

         (2)      the Holders of at least 50% in aggregate principal amount of
the Securities at the time outstanding make a written request to the Trustee to
pursue the remedy and offer to the Trustee security or indemnity reasonably
satisfactory to the Trustee against any loss, liability or expense;

         (3)      the Trustee does not receive an inconsistent direction from
the holders of a majority in principal amount of the Securities; and

         (4)      the Trustee does not comply with the request within 60 days
after receipt of such notice, request and offer of security or indemnity.

         A Securityholder may not use this Indenture to prejudice the rights of
any other Securityholder or to obtain a preference or priority over any other
Securityholder.

         Section 6.7 Rights of Holders To Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
the principal amount of the Securities, premium, if any, plus accrued and unpaid
interest and the Liquidated Damages Amount, if any, in respect of the Securities
held by such Holder, on or after the respective due dates expressed in the
Securities, and to convert the Securities in accordance with Article X, or to


                                  EXHIBIT D-27
<PAGE>

bring suit for the enforcement of any such payment on or after such respective
dates or the right to convert, shall not be impaired or affected adversely
without the consent of such Holder.

         Section 6.8 Collection Suit by Trustee. If an Event of Default
described in Section 6.1(1) 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 owing with respect to the Securities and the amounts
provided for in Section 7.7.

         Section 6.9 Trustee May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal amount of the Securities plus accrued and unpaid
interest in respect of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of any such amount)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

         (a) to file and prove a claim for the whole amount of the principal
amount of the Securities plus accrued and unpaid interest and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel or any other
amounts due the Trustee under Section 7.7) and of the Holders allowed in such
judicial proceeding, and

         (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay the Trustee any amount
due to it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 7.7.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

         Section 6.10 Priorities. If the Trustee collects any money pursuant to
this Article 6, it shall pay out the money in the following order:

                  FIRST:   to the Trustee for amounts due under Section 7.7;

                  SECOND:  to Securityholders for amounts due and unpaid on the
         Securities for the principal amount of the Securities, premium, if any,
         plus accrued and unpaid interest and Liquidated Damages Amount, if any,
         ratably, without preference or priority of any kind, according to such
         amounts due and payable on the Securities; and

                  THIRD:   the balance, if any, to the Company.


                                  EXHIBIT D-28
<PAGE>

         The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10. At least 15 days before such
record date, the Trustee shall mail to each Securityholder and the Company a
notice that states the record date, the payment date and the amount to be paid.

         Section 6.11 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 (other than the Trustee) 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 and expenses,
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 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.7 or a suit by Holders of more than 25% in aggregate principal amount of the
Securities at the time outstanding. This Section 6.11 shall be in lieu of
Section 315(e) of the TIA and such Section 315(e) is hereby expressly excluded
from this Indenture, as permitted by the TIA.

         Section 6.12 Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the principal amount of
the Securities plus accrued and unpaid interest or any interest on such amounts,
as contemplated herein, or which may affect the covenants or the performance of
this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                                  ARTICLE VII.

                                    TRUSTEE

         Section 7.1 Duties of Trustee.

         (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise the rights and powers vested in it by this Indenture and use the
same degree of care and skill in its exercise as a prudent person would exercise
or use under the circumstances in the conduct of such person's own affairs.

         (b) Except during the continuance of an Event of Default:

                  (1)      the Trustee need perform only those duties that are
                           specifically set forth in this Indenture and no
                           others; and

                  (2)      in the absence of bad faith on its part, the Trustee
                           may conclusively rely, as to the truth of the
                           statements and the correctness of the opinions
                           expressed therein, upon certificates or opinions
                           furnished to the Trustee and conforming to the
                           requirements of this Indenture, but in case of any


                                  EXHIBIT D-29
<PAGE>

                           such certificates or opinions which by any provision
                           hereof are specifically required to be furnished to
                           the Trustee, the Trustee shall examine the
                           certificates and opinions to determine whether or not
                           they conform to the requirements of this Indenture,
                           but need not confirm or investigate the accuracy of
                           mathematical calculations or other facts stated
                           therein. This Section 7.1(b) shall be in lieu of
                           Section 315(a) of the TIA and such Section 315(a) is
                           hereby expressly excluded from this Indenture, as
                           permitted by the TIA.

         (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                  (1)      this paragraph (c) does not limit the effect of
                           paragraph (b) of this Section 7.1;

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

                  (3)      the Trustee shall not be liable with respect to any
                           action it takes or omits to take in good faith in
                           accordance with a direction received by it pursuant
                           to Section 6.5.

Subparagraphs (c)(1), (2) and (3) shall be in lieu of Sections 315(d)(1),
315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and
315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the
TIA.

         (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.1.

         (e) The Trustee may refuse to perform any duty or exercise any right or
power or extend or risk its own funds or otherwise incur any financial liability
unless it receives indemnity reasonably satisfactory to it against any loss,
liability or expense.

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

         Section 7.2 Rights of Trustee. Subject to its duties and
responsibilities under the TIA,

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

         (b) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder,


                                  EXHIBIT D-30
<PAGE>

the Trustee (unless other evidence be herein specifically prescribed) may, in
the absence of bad faith on its part, conclusively rely upon an Officers'
Certificate;

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

         (d) the Trustee shall not be liable for any action taken, suffered, or
omitted to be taken by it in good faith which it believes to be authorized or
within its rights or powers conferred under this Indenture;

         (e) the Trustee may consult with counsel selected by it and any advice
or Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in good faith
and in accordance with such advice or Opinion of Counsel;

         (f) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders, pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee security or indemnity
reasonably satisfactory to it against the costs, expenses and liabilities which
may be incurred therein or thereby;

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

         (h) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney
at the sole cost of the Company and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation;

         (i) the Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Indenture;

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

         (k) the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person


                                  EXHIBIT D-31
<PAGE>

authorized to sign an Officers' Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded.

         Section 7.3 Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. Any Paying Agent, Registrar, Conversion Agent or
co-registrar may do the same with like rights. However, the Trustee must comply
with Sections 7.10 and 7.11.

         Section 7.4 Trustee's Disclaimer. The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Securities, it shall not
be accountable for the Company's use or application of the proceeds from the
Securities, it shall not be responsible for any statement in the registration
statement for the Securities under the Securities Act or in any offering
document for the Securities, the Indenture or the Securities (other than its
certificate of authentication), or the determination as to which beneficial
owners are entitled to receive any notices hereunder.

         Section 7.5 Notice of Defaults. If a Default occurs and if it is known
to the Trustee, the Trustee shall give to each Securityholder notice of the
Default within 90 days after the occurrence of such Default, or if later, within
30 days after it is known to the Trustee, unless such Default shall have been
cured or waived before the giving of such notice. Notwithstanding the preceding
sentence, except in the case of a Default described in Section 6.1(1) or (2),
the Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of Securityholders. The second sentence of this Section 7.5 shall
be in lieu of the proviso to Section 315(b) of the TIA and such proviso is
hereby expressly excluded from this Indenture, as permitted by the TIA. The
Trustee shall not be deemed to have knowledge of a Default unless a Responsible
Officer of the Trustee has received written notice of such Default.

         Section 7.6 Reports by Trustee to Holders. Within 60 days after each
May 15 beginning with May 15, 2003, the Trustee shall mail to each
Securityholder a brief report dated as of such reporting date that complies with
TIA Section 313(a), if required by such Section 313(a). The Trustee also shall
comply with TIA Section 313(b). Within 15 days after the receipt of the Annual
Certification, the Trustee shall mail to each Securityholder a copy of the
Annual Certification.

         Section 7.7 Compensation and Indemnity. The Company agrees:

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

         (b) to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation, expenses, advances and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be caused by its
negligence, bad faith, willful misconduct or recklessness; and


                                  EXHIBIT D-32
<PAGE>

         (c) to indemnify the Trustee or any predecessor Trustee and their
agents for, and to hold them harmless against, any loss, damage, claim,
liability, cost or expense (including reasonable attorney's fees and expenses,
and taxes (other than taxes based upon, measured by or determined by the income
of the Trustee)) incurred without negligence, bad faith, willful misconduct or
recklessness on its part, arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim (whether asserted by the Company or any Holder or any
other person) or liability in connection with the exercise or performance of any
of its powers or duties hereunder.

         The Trustee shall notify the Company promptly of any claim for which it
may seek indemnity; provided that failure to so notify the Company shall not
relieve the Company of its obligations hereunder unless the Company is
materially prejudiced thereby. The Company may elect to defend any such claim
and the Trustee shall cooperate in such defense, in which case, after notice of
such election to defend such claim, the Company shall not be liable to the
Trustee for any legal or other expenses subsequently incurred by the Trustee in
connection with the defense of such claim, unless the Trustee reasonably
determines that representation of the Trustee and the Company by the same
counsel would present a conflict of interest. The Company need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld. To secure the Company's payment obligations in this Section 7.7, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay the principal
amount, plus accrued and unpaid interest on particular Securities.

         The Company's payment obligations pursuant to this Section 7.7 shall
survive the discharge of this Indenture and the resignation or removal of the
Trustee. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.1(4) or (5), the expenses including the reasonable
charges and expenses of its counsel, are intended to constitute expenses of
administration under any bankruptcy law.

         Section 7.8 Replacement of Trustee. The Trustee may resign by so
notifying the Company; provided, however, no such resignation shall be effective
until a successor Trustee has accepted its appointment pursuant to this Section
7.8. The Holders of a majority in aggregate principal amount of the Securities
at the time outstanding may remove the Trustee by so notifying the Trustee and
the Company. The Company shall remove the Trustee if:

                  (1)      the Trustee fails to comply with Section 7.10;

                  (2)      the Trustee is adjudged bankrupt or insolvent;

                  (3)      a receiver or public officer takes charge of the
                           Trustee or its property; or

                  (4)      the Trustee otherwise becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint, by
resolution of its Board of Directors, a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company satisfactory in form and
substance to the retiring Trustee and the Company. Thereupon the resignation or
removal of the retiring Trustee shall become effective,


                                  EXHIBIT D-33
<PAGE>

and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.7.

         If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of a majority in aggregate principal amount of the Securities at the
time outstanding may petition any court of competent jurisdiction at the expense
of the Company for the appointment of a successor Trustee.

         If the Trustee fails to comply with Section 7.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         Section 7.9 Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.

         Section 7.10 Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Sections 310(a)(1) and 310(b). No obligor
on the Securities or person directly or indirectly controlling, controlled by or
under common control with such obligor shall serve as Trustee. The Trustee (or
its parent holding company) shall have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of
condition. Nothing herein contained shall prevent the Trustee from filing with
the Commission the application referred to in the penultimate paragraph of TIA
Section 310(b).

         Section 7.11 Preferential Collection of Claims Against Company. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                  ARTICLE VIII.
                    SATISFACTION AND DISCHARGE OF INDENTURE;
                  DEPOSITED MONEYS AND GOVERNMENT OBLIGATIONS

         Section 8.1 Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Securities, and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when:

         (a) all Securities theretofore authenticated and delivered (other than
(i) Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.7 and (ii) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 2.4) have been delivered to the Trustee for
cancellation;


                                  EXHIBIT D-34
<PAGE>

         (b) the Company has paid or caused to be paid all other sums payable
hereunder by the Company with respect to such Securities; and

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

         In addition, the Company may terminate all of its obligations under
this Indenture (except the Company's obligations under Sections 7.7 and 8.3) if
(1) the Securities mature within one year; and (2) the Company irrevocably
deposits in trust with the Trustee money or U.S. Government Obligations or a
combination thereof sufficient to pay principal and interest on the Securities
to maturity and to pay all other sums payable by it hereunder. The Company may
make the deposit only during the one-year period and only if Article 11 permits
it.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.7 shall survive such
satisfaction and discharge.

         After a deposit made pursuant to this Section 8.1, the Trustee upon
request shall acknowledge in writing the discharge of the Company's obligations
under this Indenture except for those surviving obligations specified above.

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

         Section 8.2 Application of Trust Moneys. Subject to the provisions of
Section 2.4, all money or U.S. Government Obligations deposited with the Trustee
pursuant to Section 8.1 shall be held in trust and applied by it, in accordance
with the provisions of the Securities, this Indenture and, in the case of
Section 8.1, such irrevocable trust agreement, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the persons entitled thereto, of the
principal, premium, if any, and interest for whose payment such money has been
deposited with the Trustee. The money or U.S. Government Obligations so held in
trust under Section 8.1 shall not be part of the trust estate under this
Indenture but shall constitute a separate trust fund for the benefit of all
Holders of Securities entitled thereto.

         Section 8.3 Repayment to Company. Upon termination of the trust
established pursuant to Section 8.1, the Trustee and the Paying Agent shall
promptly pay to the Company upon request any excess money held by them. The
Trustee and the Paying Agent shall pay to the


                                  EXHIBIT D-35
<PAGE>

Company upon request and, if applicable, in accordance with the irrevocable
trust established pursuant to Section 8.1 any money or U.S. Government
Obligations held by them for the payment of principal of, premium, if any, or
interest on any Securities that remains unclaimed for two years; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in a newspaper of general circulation in the Borough of Manhattan, the
City and State of New York, or mail to the Holder of any such Security, or both,
notice that such money remains unclaimed and that, after a date specified
therein, which date shall not be less than thirty days from the date of such
publication or mailing, any unclaimed balance of such money then remaining will
be repaid to the Company. After payment to the Company, Securityholders entitled
to such payment of principal, premium, if any, and interest must look to the
Company for payment as general creditors unless an applicable abandoned property
law designates another person.

         Section 8.4 Reinstatement. If the Trustee or any Paying Agent is unable
to apply any money or U.S. Government Obligations in accordance with Section 8.4
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, or by reason of U.S. Government Obligations not paying
principal and interest in such amounts and at such times as are sufficient to
pay the principal of, premium, if any, and interest on the Securities in
accordance with the terms of this Indenture, the Company's obligations under
this Indenture with respect to such Securities shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.1 until such time as the
Trustee or any Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with Section 8.4; provided, however, that
if the Company has made any payment of interest on, or principal of, such
Securities because of the reinstatement of its obligations hereunder, the
Company shall be subrogated to the rights of the Holders of Securities to
receive such payment from the money or U.S. Government Obligations held by the
Trustee or such Paying Agent for such purpose.

                                   ARTICLE IX.
                                   AMENDMENTS

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

         (a) to cure any ambiguity, omission, defect or inconsistency provided
that such modification or amendment does not adversely affect the interests of
the holders of the Securities in any material respect;

         (b) to modify the restrictions on, and procedures for, resale and other
transfers of Securities pursuant to any change in applicable law or regulation
(or the interpretation thereof) or in practice relating to the resale or
transfer of "restricted securities" under the Securities Act generally;

         (c) to comply with Article V or Section 10.15;

         (d) to secure the Company's obligations or add any guarantee under the
Securities and this Indenture;


                                  EXHIBIT D-36
<PAGE>

         (e) to add Events of Default with respect to the Securities;

         (f) to add to the Company's covenants for the benefit of the
Securityholders or to surrender any right or power conferred upon the Company;

         (g) to make any change necessary for the registration of the Securities
under the Securities Act or to comply with the TIA, or any amendment thereto, or
to comply with any requirement of the SEC in connection with the qualification
of the Indenture under the TIA;

         (h) to provide for uncertificated Securities in addition to or in place
of certificated Securities or to provide for bearer Securities;

         (i) to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee pursuant to Section 7.8; or

         (j) to add or modify other provisions herein with respect to matters or
questions arising hereunder that the Company and the Trustee may deem necessary
or desirable and that will not materially adversely affect the interests of the
Holders.

         Section 9.2 With Consent of Holders. With the written consent
(including consent obtained in connection with a tender offer or exchange offer
for the Securities) of the Holders of at least a majority in aggregate principal
amount of the Securities at the time outstanding, the Company and the Trustee
may amend or supplement this Indenture or the Securities. However, without the
consent of each Securityholder affected, an amendment or supplement to this
Indenture or the Securities may not:

         (1)      extend the Stated Maturity date of any of the Security;

         (2)      reduce the interest rate or extend the time for payment of
interest thereon;

         (3)      reduce the principal amount of or premium of any Security;

         (4)      reduce the Fundamental Change Purchase Price of any Security;

         (5)      adversely change the Company's obligation to redeem any
Security upon a Fundamental Change;

         (6)      make any change that impairs the right of a Securityholder to
institute suit for the enforcement of any payment on any Security;

         (7)      change the currency in which any Security is payable other
than as stated in the Security;

         (8)      make any change that impairs the right of a Securityholder to
convert any Security in accordance with the terms thereof and this Indenture;

         (9)      make any change that modifies, in any manner that is
materially adverse to the Holders, the provisions of Article XI hereof;

         (10)     reduce the quorum or voting requirements set forth in this
Indenture;


                                  EXHIBIT D-37
<PAGE>

         (11)     change any obligation of the Company to maintain an office or
agency in the places and for the purposes specified in this Indenture;

         (12)     subject to specified exceptions, modify certain of the
provisions set forth in Sections 9.1 and 9.2 hereof relating to modification or
waiver of provisions set forth in this Indenture; or

         (13)     reduce the percentage of Securities required for consent to

any modification of this Indenture.

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

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

         Section 9.3 Compliance with Trust Indenture Act. Every amendment or
supplemental indenture executed pursuant to this Article shall comply with the
TIA.

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

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

         Section 9.6 Trustee To Sign Supplemental Indentures. The Trustee shall
sign any supplemental indenture authorized pursuant to this Article IX if the
amendment contained therein does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign such supplemental indenture. In signing such supplemental indenture
the Trustee shall receive, and (subject to the provisions of Section 7.1) shall
be fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this
Indenture.

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


                                  EXHIBIT D-38


<PAGE>

                                   ARTICLE X.
                                   CONVERSIONS

         Section 10.1 Conversion Privilege. Subject to and upon compliance with
the provisions of this Indenture, a Holder of a Security may convert such
Security into shares of Common Stock at any time during the period stated in
Paragraph 6 of the Securities.

         The rate at which Common Stock shall be delivered upon conversion
(herein called the "Conversion Rate") shall be initially 54.57621569 shares of
Common Stock for each U.S. $1,000 principal amount of Securities. The Conversion
Rate shall be adjusted in certain instances as provided in this Article X. The
price at which Common Stock shall be delivered upon conversion (herein called
the "Conversion Price") shall at any time be equal to U.S. $1,000 divided by the
then applicable Conversion Rate (and rounded to the nearest cent).

         A Holder may convert a portion of the principal amount of a Security if
the portion converted is in a $1,000 principal amount or an integral multiple of
$1,000. Provisions of this Indenture that apply to conversion of all of a
Security also apply to conversion of a portion of a Security.

         "Average Sale Price" means the average of the Sales Prices of the
shares of Common Stock for the shorter of:

                  (i)      30 consecutive trading days ending on the last full
         trading day prior to the Time of Determination with respect to the
         rights, warrants or options or distribution in respect of which the
         Average Sale Price is being calculated;

                  (ii)     the period (x) commencing on the date next succeeding
         the first public announcement of (a) the issuance of rights, warrants
         or options or (b) the distribution, in each case, in respect of which
         the Average Sale Price is being calculated and (y) proceeding through
         the last full trading day prior to the Time of Determination with
         respect to the rights, warrants or options or distribution in respect
         of which the Average Sale Price is being calculated (excluding days
         within such period, if any, which are not trading days); or

                  (iii)    the period, if any, (x) commencing on the date next
         succeeding the Ex-Dividend Time with respect to the next preceding (a)
         issuance of rights, warrants or options or (b) distribution, in each
         case, for which an adjustment is required by the provisions of Section
         10.7, 10.8 or 10.9 and (y) proceeding through the last full trading day
         prior to the Time of Determination with respect to the rights, warrants
         or options or distribution in respect of which the Average Sale Price
         is being calculated (excluding days within such period, if any, which
         are not trading days).

         In the event that the Ex-Dividend Time (or in the case of a
subdivision, combination or reclassification, the effective date with respect
thereto) with respect to a dividend, subdivision, combination or
reclassification to which Section 10.6(1), (2), (3) or (4) applies occurs during
the period applicable for calculating "Average Sale Price" pursuant to the
definition in the preceding sentence, "Average Sale Price" shall be calculated
for such period in a manner determined by the Board of Directors to reflect the
impact of such dividend, subdivision, combination or reclassification on the
Sale Price of the shares of Common Stock during such period.


                                  EXHIBIT D-39


<PAGE>

         "Time of Determination" means the time and date of the earlier of (i)
the determination of stockholders entitled to receive rights, warrants or
options or a distribution, in each case, to which Section 10.7, 10.8 or 10.9
applies and (ii) the time ("Ex-Dividend Time") immediately prior to the
commencement of "ex-dividend" trading for such rights, warrants or options or
distribution on Nasdaq or such other U.S. national or regional exchange or
market on which the shares of Common Stock are then listed or quoted.

         For purposes of this Article X, "fair market value" means the fair
market value, as determined in good faith by the Board of Directors (except as
Section 10.8 otherwise provides in the case of a Spin-off) and set forth in a
certified resolution filed with the Trustee.

         Section 10.2 Conversion Procedure. To convert a Security, a Holder must
satisfy the requirements in Paragraph 6 of the Securities. The first Business
Day on which the Holder satisfies all those requirements for conversion of the
portion of the Securities submitted for conversion and submits such Holder's
Securities for conversion is the conversion date for those particular Securities
(the "Conversion Date").

         As soon as practicable after the Conversion Date, the Company shall
deliver to the Holder, through the Conversion Agent, a certificate representing,
the number of full shares of Common Stock issuable upon the conversion or
exchange and cash in lieu of any fractional share determined pursuant to Section
10.3. The person in whose name the certificate is registered shall be treated as
a shareholder of record as of the close of business on the Conversion Date. Upon
conversion by a Holder of a Security in its entirety, such person shall no
longer be a Holder of such Security.

         No payment or adjustment will be made for dividends on, or other
distributions with respect to, any shares of Common Stock except as provided in
this Article X. On conversion of a Security, except as provided below with
respect to interest payable on Securities or portions thereof converted after a
Regular Record Date, that portion of accrued and unpaid interest on the
converted Securities attributable to the period from the most recent Interest
Payment Date through the Conversion Date shall not be cancelled, extinguished or
forfeited, but rather shall be deemed to be paid in full to the Holder thereof
through delivery of the shares of Common Stock (together with the cash payment,
if any, in lieu of fractional shares) for the Security being converted pursuant
to the provisions hereof. The Company will not adjust the Conversion Rate to
account for accrued interest, if any. If the Holder converts more than one
Security at the same time, the number of shares of Common Stock issuable upon
the conversion shall be based on the total principal amount of the Securities
converted.

         The Securities or portions thereof surrendered for conversion during
the period from the close of business on any Regular Record Date to the opening
of business on the date on which such interest is payable shall be accompanied
by payment to the Company or its order, in New York Clearing House funds or
other funds acceptable to the Company, of an amount equal to the interest
payable on such interest payment date on the principal amount of the Securities
or portions thereof being surrendered for conversion; provided that interest
shall not be payable upon the interest payment date if the Security is purchased
by the Company in connection with a Fundamental Change on a Fundamental Change
Purchase Date that occurs during this period.

         If the last day on which a Security may be converted is a Legal
Holiday, the Security may be surrendered on the next succeeding day that is not
a Legal Holiday.


                                  EXHIBIT D-40
<PAGE>

         Upon surrender of a Security that is converted in part, the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder, a
new Security in an authorized denomination equal in principal amount to the
unconverted portion of the Security surrendered.

         Section 10.3 Fractional Shares. The Company will not issue fractional
shares of Common Stock upon conversion of a Security. Instead, the Company will
pay cash based on the current market value for all fractional shares. The
current market value of a fractional share shall be determined, to the nearest
1/1,000th of a share, by multiplying the Sale Price on the last trading day
immediately prior to the Conversion Date, of a full share by the fractional
amount and rounding the product to the nearest whole cent. It is understood that
if a Holder elects to have more than one Security converted, the number of
shares of Common Stock shall be based on the aggregate principal amount of
Securities to be converted.

         Section 10.4 Taxes on Conversion. If a Holder submits a Security for
conversion, the Company shall pay all documentary, transfer or stamp taxes or
duties and all other taxes or duties, if any, which may be imposed by the United
States or any political subdivision thereof or taxing authority thereof or
therein with respect to the issuance of shares of Common Stock upon the
conversion. However, the Holder shall pay any such tax which is due because the
Holder requests the shares to be issued in a name other than the Holder's name.
The Conversion Agent may refuse to deliver the certificates representing the
shares of Common Stock being issued in a name other than the Holder's name until
the Conversion Agent receives a sum sufficient to pay any tax which will be due
because the shares are to be issued in a name other than the Holder's name.

         Nothing herein shall preclude any tax withholding required by law or
regulations.

         Section 10.5 Company To Provide Stock. The Company shall, prior to
issuance of any Securities under this Article X, and from time to time as may be
necessary, reserve out of its authorized but unissued shares of Common Stock a
sufficient number of shares of Common Stock to permit the conversion of the
Securities in full.

         All shares of Common Stock delivered upon conversion of the Securities
shall be newly issued shares or treasury shares, shall be duly and validly
issued and fully paid and nonassessable, and shall be free from preemptive
rights and free of any lien or adverse claim. The Company will endeavor promptly
to comply with all federal and state securities laws regulating the offer and
delivery of shares of Common Stock upon conversion of Securities, if any, and
will list or cause to have quoted such shares of Common Stock on each national
securities exchange on which the shares of Common Stock are then listed or
quoted.

         Section 10.6 Adjustment for Change in Capital Stock. If the Company:

         (1)      pays a dividend or makes another distribution to all holders
of its Common Stock payable exclusively in shares of its Common Stock;

         (2)      subdivides the outstanding shares of its Common Stock into a
greater number of shares of Common Stock;

         (3)      combines the outstanding shares of its Common Stock into a
smaller number of shares of Common Stock; or


                                  EXHIBIT D-41
<PAGE>

         (4)      issues by reclassification of its Common Stock any shares of
Capital Stock (other than Capital Stock adjustments requiring an adjustment
pursuant to Sections 10.7 and 10.8);

then the conversion privilege and the Conversion Rate in effect immediately
prior to such action shall be adjusted so that the Holder of a Security
thereafter converted may receive the number of shares of Capital Stock of the
Company which such Holder would have owned immediately following such action if
such Holder had converted the Security immediately prior to the record date for
such action.

         The adjustment shall become effective immediately after the record date
in the case of a dividend or distribution and immediately after the effective
date in the case of a subdivision, combination or reclassification.

         If after an adjustment a Holder of a Security upon conversion of such
Security may receive shares of two or more classes of Capital Stock of the
Company, the Conversion Rate shall thereafter be subject to adjustment upon the
occurrence of an action taken with respect to any such class of Capital Stock as
is contemplated by this Article X with respect to the shares of Common Stock, on
terms comparable to those applicable to shares of Common Stock in this Article
X.

         Section 10.7 Adjustment for Rights Issue. If the Company distributes
any rights or warrants to all or substantially all holders of shares of its
Common Stock entitling them (for a period within 45 days after such
distribution) to purchase shares of Common Stock at a price per share less than
the Average Sale Price as of the Time of Determination (except that no
adjustment will be made if the Holders of Securities may participate in the
distribution without conversion on a basis and with the notice that the Board of
Directors determines to be fair and appropriate in light of the basis and notice
on which holders of shares of Common Stock participate in the distribution), the
Conversion Rate shall be adjusted in accordance with the formula:

                                         (O + N)
                           R' = R x
                                    -------------------
                                      (O + (N x P)/M)

         where:

         R' =     the adjusted Conversion Rate.

         R  =     the current Conversion Rate.

         O  =     the number of shares of Common Stock outstanding on the record
                  date for the distribution to which this Section 10.7 is being
                  applied.

         N  =     the number of additional shares of Common Stock offered
                  pursuant to the distribution.

         P  =     the offering price per share of the additional shares.

         M  =     the Average Sale Price, minus, in the case of (i) a
                  distribution to which Section 10.6(4) applies or (ii) a
                  distribution to which Section 10.8 or 10.9 applies, for


                                  EXHIBIT D-42
<PAGE>

                  which, in each case, (x) the record date shall occur on or
                  before the record date for the distribution to which this
                  Section 10.7 applies and (y) the Ex-Dividend Time shall occur
                  on or after the date of the Time of Determination for the
                  distribution to which this Section 10.7 applies, the fair
                  market value (on the record date for the distribution to which
                  this Section 10.7 applies) of the:

                           (1)      Capital Stock of the Company distributed in
                  respect of each share of Common Stock in such Section 10.6(4)
                  distribution; and

                           (2)      the Company's debt, securities or assets or
                  certain rights, warrants or options to purchase securities of
                  the Company distributed in respect of each share of Common
                  Stock in such Section 10.8 or 10.9 distribution.

         The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the rights, warrants
or options to which this Section 10.7 applies. To the extent the shares of
Common Stock subject to such rights, warrants or options have not been issued
when such rights, warrants or options expire, then the Conversion Rate shall
promptly be readjusted to the Conversion Rate which would then be in effect had
the adjustment upon the issuance of such rights, warrants or options been made
on the basis of the actual number of shares of Common Stock issued upon the
exercise of such rights, warrants or options.

         No adjustment shall be made under this Section 10.7 if the application
of the formula stated above in this Section 10.7 would result in a value of R'
that is equal to or less than the value of R.

         Section 10.8 Adjustment for Certain Distributions. If the Company
distributes to all holders of its shares of Common Stock any of its debt,
securities or assets or any rights, warrants or options to purchase securities
of the Company (including securities or cash, but excluding (x) distributions of
Capital Stock referred to in Section 10.6, distributions of rights, warrants or
options referred to in Section 10.7 and distributions exclusively in cash
pursuant to Section 10.9, (y) payments made to redeem rights issued under any
present or future rights agreement or plan of the Company (except that no
adjustment will be made if the Holders of Securities may participate in the
distribution without conversion on a basis and with notice that the Board of
Directors determines to be fair and appropriate in light of the basis and notice
on which holders of the Common Stock participate in the distribution), the
Conversion Rate shall be adjusted, subject to the provisions of the last
paragraph of this Section 10.8, in accordance with the formula:

                                       R x M
                           R' =
                                    -----------
                                      (M - F)

         where:

         R' =     the adjusted Conversion Rate.

         R  =     the current Conversion Rate.


                                  EXHIBIT D-43
<PAGE>

         M  =     the Average Sale Price, minus, in the case of (i) a
                  distribution to which Section 10.6(4) applies or (ii) a
                  distribution to which Section 10.7 or 10.9 applies, for which,
                  in each case, (x) the record date shall occur on or before the
                  record date for the distribution to which this Section 10.8
                  applies and (y) the Ex-Dividend Time shall occur on or after
                  the date of the Time of Determination for the distribution to
                  which this Section 10.8 applies, the fair market value (on the
                  record date for the distribution to which this Section 10.8
                  applies) of the:

                           (1)      Capital Stock of the Company distributed in
                  respect of each share of Common Stock in such Section 10.6(4)
                  distribution; and

                           (2)      the Company's debt, securities or assets or
                  certain rights, warrants or options to purchase securities of
                  the Company distributed in respect of each share of Common
                  Stock in such Section 10.7 or 10.9 distribution.

         F  =     the fair market value (on the record date for the distribution
                  to which this Section 10.8 applies) of the assets, securities,
                  rights, warrants or options to be distributed in respect of
                  each share of Common Stock in the distribution to which this
                  Section 10.8 is being applied (including, in the case of cash
                  dividends or other cash distributions giving rise to an
                  adjustment, all such cash distributed concurrently).

         In the event the Company distributes shares of Capital Stock of a
Subsidiary, the Conversion Rate will be adjusted, if at all, based on the fair
market value of the Subsidiary stock so distributed relative to the market value
of the Common Stock, as discussed below. The Board of Directors of the Company
shall determine fair market values for the purposes of this Section 10.8, except
that in respect of a dividend or other distribution of shares of publicly traded
Capital Stock of any class or series, or similar equity interests, of or
relating to a Subsidiary or other business unit of the Company (a "Spin-off"),
the fair market value of the securities to be distributed shall equal the
average of the daily Sales Prices of those securities for the five consecutive
trading days commencing on and including the sixth day of trading of those
securities after the effectiveness of the Spin-off and the average of the Sales
Prices shall mean the average Sales Prices for the Common Stock for the same
five trading days. In the event, however, that an underwritten initial public
offering of the securities in the Spin-off occurs simultaneously with the
Spin-off, fair market value of the securities distributed in the Spin-off shall
mean the initial public offering price of such securities and the Average Sale
Price shall mean the Sales Price for the Common Stock on the same trading day.

         The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the distribution to
which this Section 10.8 applies, except that an adjustment related to a Spin-off
shall become effective at the earlier to occur of (i) 10 trading days after the
effective date of the Spin-off and (ii) the initial public offering of the
securities distributed in the Spin-off.

         In the event that, with respect to any distribution to which this
Section 10.8 would otherwise apply, the difference "M-F" as defined in the above
formula is less than $1.00 or "F" is equal to or greater than "M," then the
adjustment provided by this Section 10.8 shall not be made and in lieu thereof
the provisions of Section 10.15 shall apply to such distribution.


                                  EXHIBIT D-44
<PAGE>

         Section 10.9 Adjustment for All-Cash Distribution. If the Company shall
pay or make a dividend or other distribution consisting exclusively of cash to
all holders of its Common Stock (excluding any cash that is distributed (x) upon
a merger or consolidation to which Section 10.15 applies or (y) as part of a
distribution referred to in Section 10.8), in an aggregate amount (A) by which a
quarterly cash dividend declared by the Board and paid during any fiscal quarter
on a per share basis exceeds the greater of (i) the amount so distributed during
the fiscal quarter immediately preceding such fiscal quarter and (ii) 2.5% of
the average of the Sale Prices of the Common Stock during the 10 trading days
immediately prior to the declaration of the dividend or other distribution or
(B) of any special cash dividend or other all-cash distribution that is not a
quarterly dividend covered by clause (A) above the Conversion Rate shall be
adjusted, subject to the last paragraph of this Section 10.9, in accordance with
the following formula:

                                       R x M
                           R' =
                                 ------------------
                                      (M - C)

         where:

         R' =     the adjusted Conversion Rate.

         R  =     the current Conversion Rate.

         M  =     the Average Sale Price, minus, in the case of (i) a
                  distribution to which Section 10.6(4) applies or (ii) a
                  distribution to which Section 10.7 or 10.8 applies, for which,
                  in each case, (x) the record date shall occur on or before the
                  record date for the distribution to which this Section 10.9
                  applies and (y) the Ex-Dividend Time shall occur on or after
                  the date of the Time of Determination for the distribution to
                  which this Section 10.9 applies, the fair market value (on the
                  record date for the distribution to which this Section 10.9
                  applies) of the:

                           (1)      Capital Stock of the Company distributed in
                  respect of each share of Common Stock in such Section 10.6(4)
                  distribution; and

                           (2)      the Company's debt, securities or assets or
                  certain rights, warrants or options to purchase securities of
                  the Company distributed in respect of each share of Common
                  Stock in such Section 10.7 or 10.8 distribution.

         C  =     (1) the amount by which a quarterly cash dividend exceeds the
                  threshold specified in clause (A), or (2) the amount of any
                  distribution per share as contemplated by clause (B), as
                  applicable.

         The adjustment shall become effective immediately prior to the opening
of business on the day following the date fixed for payment of such
distribution.

         In the event that, with respect to any distribution to which this
Section 10.9 would otherwise apply, the difference "M-C" as defined in the above
formula is less than $1.00 or "C" is equal to or greater than "M," then the
adjustment provided by this Section 10.9 shall not be made and in lieu thereof
the provisions of Section 10.15 shall apply to such distribution. Any adjustment
pursuant to this Section made as a result of a distribution described in Section
10.9


                                  EXHIBIT D-45
<PAGE>

above shall be made only to the extent that the amount distributed exceeds the
amount so distributed during the fiscal quarter immediately preceding the date
of issuance of the Securities.

         Section 10.10 Adjustment for Tender Offers. If (a) the Company or any
Subsidiary of the Company acquires shares of the Company's Common Stock by way
of a tender or exchange offer, other than an odd-lot offer by the Company or any
of its Subsidiaries, for the Common Stock (excluding stock options) to the
extent that the offer involves consideration per share of Common Stock that,
exceeds the Sale Price of a share of Common Stock on the trading day next
succeeding the Expiration Time; or (b) a person other than the Company or any
Subsidiary, in respect of a tender or exchange offer that increases the
offeror's beneficial ownership (as used in Section 13(d) of the Exchange Act) of
Common Stock to more than twenty-five percent (25%) of the total shares of
Common Stock outstanding, makes a payment of consideration per share of Common
Stock that exceeds the Sale Price of a share of Common Stock on the trading day
next succeeding the Expiration Time, and as of the Expiration Time, the Board of
Directors is not recommending rejection of the offer, in each case the
Conversion Rate shall be adjusted in accordance with the formula:

                                            F + (N x M)
                           R' = R x
                                      ---------------------
                                               (O x M)
         where:

         R' =     the adjusted Conversion Rate.

         R  =     the current Conversion Rate.

         O  =     the number of shares of Common Stock outstanding (including
                  any tendered or exchanged shares) at the last time tenders of
                  exchanges may be made pursuant to such tender or exchange
                  offer (the "Expiration Time").

         M  =     the Sale Price per share of Common Stock on the trading day on
                  the NYSE next succeeding the Expiration Time.

         F  =     the sum of the fair market value of the aggregate
                  consideration payable to stockholders based on the acceptance
                  (up to any maximum specified in the terms of the tender or
                  exchange offer) of all shares of Common Stock validly tendered
                  or exchanged and not withdrawn as of the Expiration Time (the
                  shares deemed so accepted, up to any such maximum, being
                  referred to as the "Purchased Shares").

         N  =     the number of shares of Common Stock (less any Purchased
                  Shares) at the Expiration Time.

         The adjustment shall become effective immediately prior to the opening
of business on the day following the Expiration Time.

         If the person is obligated to purchase shares pursuant to any such
tender or exchange offer, but such person is permanently prevented by applicable
law from effecting any such purchases or all such purchases are rescinded, the
Conversion Rate shall again be adjusted to be the Conversion Rate that would
then be in effect if such tender or exchange offer had not been


                                  EXHIBIT D-46
<PAGE>



made. Notwithstanding the foregoing, the adjustment described in this Section
10.10(b) shall not be made if, as of the Expiration Time, the offering documents
with respect to such offer disclose a plan or intention to cause the Company to
engage in any transaction described in Article V.

         Section 10.11 When Adjustment May Be Deferred. No adjustment in the
Conversion Rate need be made unless the adjustment would require an increase or
decrease of at least 1% in the Conversion Rate. Any adjustments that are not
made shall be carried forward and taken into account in any subsequent
adjustment.

         All calculations under this Article X shall be made to the nearest cent
or to the nearest 1/1,000th of a share, as the case may be.

         Section 10.12 When No Adjustment Required. Notwithstanding any
provision to the contrary herein, no adjustment to the Conversion Rate need be
made as a result of:

         (1)      (i) the issuance of the rights; (ii) the distribution of
separate certificates representing the rights; (iii) the exercise of the rights
in accordance with any rights agreement; or (iv) the termination or invalidation
of the rights, in each case, pursuant to the Company's existing stockholders
rights plan, as amended, modified, or supplemented from time to time or any
newly adopted stockholders rights plans;

         (2)      upon the issuance of any shares of Common Stock pursuant to
any present or future plan providing for the reinvestment of dividends or
interest payable on securities of the Company and the investment of additional
optional amounts in shares of Common Stock under any plan;

         (3)      upon the issuance of any shares of Common Stock or options or
rights to purchase those shares pursuant to any present or future employee,
director or consultant benefit plan or program of or assumed by the Company or
any of its Subsidiaries; or

         (4)      upon the issuance of any shares of Common Stock pursuant to
any option, warrant, right, or exercisable, exchangeable or convertible security
outstanding as of the date the Securities were first issued.

         No adjustment need be made for a change in the par value or no par
value of the Common Stock.

         To the extent the Securities become convertible pursuant to this
Article X in whole or in part into cash, no adjustment need be made thereafter
as to the cash. Interest will not accrue on the cash.

         Section 10.13 Notice of Adjustment. Whenever the Conversion Rate is
adjusted, the Company shall promptly mail to Holders a notice of the adjustment.
The Company shall file with the Trustee and the Conversion Agent such notice
briefly stating the facts requiring the adjustment and the manner of computing
it. The certificate shall be conclusive evidence that the adjustment is correct.
Neither the Trustee nor any Conversion Agent shall be under any duty or
responsibility with respect to any such certificate except to exhibit the same
to any Holder desiring inspection thereof.

         Section 10.14 Notice of Certain Transactions. If:


                                  EXHIBIT D-47
<PAGE>

         (a) the Company takes any action that would require an adjustment in
the Conversion Rate pursuant to Section 10.6, 10.7, 10.8, 10.9 or 10.10 (unless
no adjustment is to occur pursuant to Section 10.12); or

         (b) the Company takes any action that would require a supplemental
indenture pursuant to Section 10.15; or

         (c) the Company takes any action that would result in a Conversion
Event; or

         (d) there is a liquidation or dissolution of the Company;

then the Company shall mail to Holders and file with the Trustee and the
Conversion Agent a notice stating the proposed record date for a dividend,
distribution or subdivision or the proposed effective date of a combination,
reclassification, consolidation, merger, binding share exchange, transfer,
liquidation or dissolution. The Company shall file and mail the notice at least
15 days before such date. Failure to file or mail the notice or any defect in it
shall not affect the validity of the transaction.

         Section 10.15 Reorganization of Company; Special Distributions. If the
Company is a party to a transaction subject to Article V (other than a sale of
all or substantially all of the properties and assets of the Company in a
transaction in which the holders of shares of Common Stock immediately prior to
such transaction do not receive securities, cash or other assets of the Company
or any other person) or a merger or binding share exchange which reclassifies or
changes its outstanding shares of Common Stock, the person obligated to deliver
securities, cash or other assets upon conversion of Securities shall enter into
a supplemental indenture. If the issuer of securities deliverable upon
conversion of Securities is an Affiliate of the successor Company, that issuer
shall join in the supplemental indenture.

         The supplemental indenture shall provide that the Holder of a Security
may convert it into the kind and amount of securities, cash or other assets
which such Holder would have received immediately after the consolidation,
merger, or transfer if such Holder had converted the Security immediately before
the effective date of the transaction, assuming (to the extent applicable) that
such Holder (i) was not a constituent person or an Affiliate of a constituent
person to such transaction; (ii) made no election with respect thereto; and
(iii) was treated alike with the plurality of non-electing Holders. The
supplemental indenture shall provide for adjustments which shall be as nearly
equivalent as may be practical to the adjustments provided for in this Article
X. The successor Company shall mail to Securityholders a notice briefly
describing the supplemental indenture.

         If this Section 10.15 applies, neither Section 10.6 nor 10.7 applies.

         If the Company makes a distribution to all holders of its shares of
Common Stock of any of its debt, securities or assets or any rights, warrants or
options to purchase securities of the Company or any cash that, but for the
provisions of the last paragraph of Section 10.8 or 10.9, would otherwise result
in an adjustment in the Conversion Rate pursuant to the provisions of Section
10.8 or 10.9, then, from and after the record date for determining the holders
of shares of Common Stock entitled to receive the distribution, a Holder of a
Security that converts such Security in accordance with the provisions of this
Indenture shall upon such conversion be entitled to receive, in addition to the
shares of shares of Common Stock into which the Security


                                  EXHIBIT D-48


<PAGE>

is convertible, the kind and amount of securities, cash or other assets
comprising the distribution that such Holder would have received if such Holder
had converted the Security immediately prior to the record date for determining
the holders of shares of Common Stock entitled to receive the distribution.

         In addition, if the Company is a party to any transaction or event
(whether by means of a consolidation, merger, binding share exchange, sale of
all or substantially all of the Company's assets or any similar transaction or
series of transactions), in connection with which (i) all or substantially all
of the Company's common stock would be converted into cash, securities or other
property or (ii) the holders of Common Stock immediately prior to such
transaction or event hold less than 50% of the outstanding shares of Common
Stock immediately following such transaction or event (such transaction or
event, a "Conversion Event"), the Holder of a Security may at such Holder's
option surrender the Security for conversion at any time from and after the date
which is 15 days prior to the anticipated effective date of such Conversion
Event until and including the date which is 45 days after the actual date of
such Conversion Event except if the Company can reasonably demonstrate to the
holders of the Securities by no later than the closing of the Conversion Event
that the definitive agreement for the Conversion Event adequately provides for
an adjustment of the Triggering Events (including the definitions of Included
Revenue and Baseline Revenue to include revenue of any kind from the Founders
recognized by the new owner of the Company or its assets including any revenue
from business done by the acquiror prior to the acquisition) and the conditions
for achieving the Triggering Events in a manner that reasonably takes into
account the change in circumstances to allow the conditions for the future
Triggering Events to be satisfied, then the Conversion Event shall not
constitute satisfaction of the Triggering Events (the "Conversion Event
Exception"). In the event of a Conversion Event that does not involve a
Conversion Event Exception, a Holder may convert a Security into the maximum
number of shares of the Company's Common Stock into which such Security could be
converted assuming that all Triggering Events had been met immediately prior to
such Conversion Event.

         Section 10.16 Company Determination Final. Any determination that the
Company or the Board of Directors must make pursuant to Section 10.3, 10.6,
10.7, 10.8, 10.9, 10.10, 10.11, 10.12, 10.15 or 10.18 is conclusive, absent
manifest error.

         Section 10.17 Trustee's Adjustment Disclaimer. The Trustee has no duty
to determine when an adjustment under this Article X should be made, how it
should be made or what it should be. The Trustee has no duty to determine
whether a supplemental indenture under Section 10.15 need be entered into or
whether any provisions of any supplemental indenture are correct. The Trustee
shall not be accountable for and makes no representation as to the validity or
value of any securities or assets issued upon conversion of Securities. The
Trustee shall not be responsible for the Company's failure to comply with this
Article X. Each Conversion Agent shall have the same protection under this
Section 10.17 as the Trustee.

         Section 10.18 Simultaneous Adjustments. In the event that this Article
X requires adjustments to the Conversion Rate under more than one of Sections
10.6(4), 10.7, 10.8 or 10.9, and the record dates for the distributions giving
rise to such adjustments shall occur on the same date, then such adjustments
shall be made by applying, first, the provisions of Section 10.6, second, the
provisions of Section 10.8, third, the provisions of Section 10.7 and, fourth,
the provisions of Section 10.9.


                                  EXHIBIT D-49


<PAGE>

         Section 10.19 Successive Adjustments. After an adjustment to the
Conversion Rate under this Article X, any subsequent event requiring an
adjustment under this Article X shall cause an adjustment to the Conversion Rate
as so adjusted.

         Section 10.20 Restriction on Common Stock Issuable upon Conversion.

         (a) Shares of Common Stock to be issued upon conversion of the
Securities prior to the effectiveness of a Shelf Registration Statement shall be
physically delivered in certificated form, and the certificate or certificates
representing such shares of Common Stock shall bear the Restricted Common Stock
Legend unless removed in accordance with Section 10.20(c).

         (b) If (i) shares of Common Stock to be issued upon conversion of a
Security prior to the effectiveness of a Shelf Registration Statement are to be
registered in a name other than that of the holder of such Security or (ii)
shares of Common Stock represented by a certificate bearing the Restricted
Common Stock Legend are transferred subsequently by such holder, then, unless
the Shelf Registration Statement has become effective and such shares are being
transferred pursuant to the Shelf Registration Statement, the holder must
deliver to the transfer agent for the Common Stock a certificate in
substantially the form of Exhibit D as to compliance with the restrictions on
transfer applicable to such shares of Common Stock, and neither the transfer
agent nor the registrar for the Common Stock shall be required to register any
transfer of such Common Stock not so accompanied by a properly completed
certificate.

         (c) Except for transfers in connection with a Shelf Registration
Statement, if certificates representing shares of Common Stock are issued upon
the registration of transfer, exchange or replacement of any other certificate
representing shares of Common Stock bearing the Restricted Common Stock Legend,
or if a request is made to remove such Restricted Common Stock Legend from
certificates representing shares of Common Stock, the certificates so issued
shall bear the Restricted Common Stock Legend, or the Restricted Common Stock
Legend shall not be removed, as the case may be, unless there is delivered to
the Company such satisfactory evidence, which may include an opinion of counsel
as may be reasonably required by the Company, that neither the legend nor the
restrictions on transfer set forth therein are required to ensure that transfers
thereof comply with the provisions of Rule 144 or Regulation S under the
Securities Act or that such shares of Common Stock are securities that are not
"restricted" within the meaning of Rule 144 under the Securities Act. Upon
provision to the Company of such reasonably satisfactory evidence, the Company
shall cause the transfer agent for the Common Stock to countersign and deliver
certificates representing shares of Common Stock that do not bear the legend.

                                  ARTICLE XI.

                                  SUBORDINATION

         Section 11.1 Securities Subordinate to Senior Debt. The Company
covenants and agrees, and each Holder of a Security by his acceptance thereof
likewise covenants and agrees, that to the extent and in the manner hereinafter
set forth in this Article (subject to the provisions of Article VIII) the
indebtedness represented by the Securities and the payment of the principal
amount, premium, if any, plus accrued and unpaid interest and Liquidated Damages
Amount, if any, on, and any payment of the Fundamental Change Purchase Price
with respect to, each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the


                                  EXHIBIT D-50


<PAGE>

prior payment in full of all Senior Debt in cash or other payment satisfactory
to holders of Senior Debt, whether outstanding at the date of this Indenture or
thereafter incurred.

         Section 11.2 No Payments in Certain Circumstances; Payment Over of
Proceeds Upon Dissolution, Etc. No payment on account of the principal amount,
premium, if any, or accrued and unpaid interest and Liquidated Damages Amount,
if any, on, or repurchase of, the Securities shall be made (other than payments
made from any trust created pursuant to Section 8.1 hereof) if, at the time of
such payment: (a) a default in the payment of principal, premium, if any, or
interest or other amounts due on or in connection with any Designated Senior
Debt, including any default under any repurchase obligation, occurs and is
continuing (or, in the case of Designated Senior Debt for which there is a
period of grace, in the event of such a default that continues beyond the period
of grace, if any, specified in the instrument or lease evidencing such Senior
Debt), unless and until such default shall have been cured or waived or shall
have ceased to exist (a "payment default"); or (b) a default, other than a
payment default, on Designated Senior Debt occurs and is continuing that then
permits holders of such Designated Senior Debt to accelerate its maturity, or in
the case of a lease, a default occurs and is continuing that permits the lessor
to either terminate the lease or require the Company to make an irrevocable
offer to terminate the lease following an event of default under the lease, and
the Trustee receives a notice of such default (a "Payment Blockage Notice") from
the Company, a holder of Designated Senior Debt or any other person permitted to
give such notice hereunder. Notwithstanding the foregoing, the Company may make,
and the Trustee may receive and shall apply, any payment in respect of the
Securities (for principal amount, premium, if any, or accrued and unpaid
interest and Liquidated Damages Amount, if any, or repurchase) if such payment
was made prior to the occurrence of any of the contingencies specified in
clauses (a) and (b) above.

         If the Trustee receives any Payment Blockage Notice pursuant to clause
(b) above, no subsequent Payment Blockage Notice shall be effective for purposes
of this Section 11.2 unless and until at least 365 days shall have elapsed since
the initial effectiveness of the immediately prior Payment Blockage Notice. No
nonpayment default that existed or was continuing on the date of delivery of any
Payment Blockage Notice to the Trustee (unless such default was waived, cured or
otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or
be made, the basis for a subsequent Payment Blockage Notice.

         The Company may and shall resume payments on and distributions in
respect of the Securities (including missed payments, if any) upon the earlier
of: (A) the date upon which the default is cured or waived or ceases to exist,
or (B) in the case of a default referred to in clause (b) of the second
preceding paragraph, the earlier of the date on which such nonpayment default is
cured or waived or ceases to exist or 179 days after such Payment Blockage
Notice is received, if the maturity of such Designated Senior Debt has not been
accelerated, or in the case of any lease, 179 days after notice is received if
the Company has not received notice that the lessor under such lease has
exercised its rights to terminate the lease or require the Company to make an
irrevocable offer to terminate the lease following an event of default under
such lease.

         Upon (i) any acceleration of the principal amount due on the Securities
or (ii) any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any
dissolution, winding up or total or partial liquidation or reorganization of the
Company, whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings, all principal amount, premium, if any,
sinking fund and interest or other amounts due, or to become due, upon or in
connection with all Senior


                                  EXHIBIT D-51


<PAGE>


Debt shall first be paid in full in cash or other payment satisfactory to the
holders of such Senior Debt, or payment thereof provided for in cash or other
form of acceptable payment in accordance with its terms, before any payment is
made on account of the principal amount, premium, if any, or accrued and unpaid
interest and Liquidated Damages Amount, if any, on, or repurchase of, the
indebtedness evidenced by the Securities, and upon any such dissolution or
winding up or liquidation or reorganization any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to which the Holders of the Securities or the Trustee under this
Indenture would be entitled, except for the provisions hereof, shall be paid by
the Company or by any receiver, trustee in bankruptcy, liquidating trustee,
agent or other person making such payment or distribution, or by the Holders of
the Securities or by the Trustee under this Indenture if received by them or it,
as the case may be, directly to the holders of Senior Debt (pro rata to each
such holder on the basis of the respective amounts of Senior Debt held by such
holder) or their representatives, to the extent necessary to pay all Senior Debt
in full, in cash, or other payment satisfactory to the holders of such Senior
Debt, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt, before any payment or distribution is made to the
Holders of the Securities or to the Trustee under this Indenture.

         In the event that, contrary to the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities (other than junior securities, as defined in Section
11.11), shall be received by the Trustee or the Holders of the Securities before
all Senior Debt is paid in full in cash or other payment satisfactory to the
holders of Senior Debt or provision made for such payment in accordance with its
terms, such payment or distribution shall be paid over or delivered to the
holders of such Senior Debt or their representative or representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing any of such Senior Debt have been issued, as their respective
interests may appear, for application to the payment of all Senior Debt
remaining unpaid to the extent necessary to pay all such Senior Debt in full in
cash or other payment satisfactory to the holders of such Senior Debt, in
accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Debt.

         Subject to the payment in full in cash of all Senior Debt in cash or
other payment satisfactory to holders of such Senior Debt, the Holders of the
Securities (together with the holders of any other indebtedness of the Company
that is subordinated in right of payment to the payment in full of all Senior
Debt that is not subordinated in right of payment to the Securities and that by
its terms grants such right of subrogation to the holders thereof) shall be
subrogated to the rights of the holders of Senior Debt to receive payments or
distribution of assets of the Company made on the Senior Debt until the
principal of, premium, if any, and interest on, or amounts payable upon
repurchase of, the Securities shall be paid in full; and, for the purposes of
such subrogation, no payments or distributions to the holders of Senior Debt of
any cash, property or securities to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article, and no
payment over pursuant to the provisions of this Article to the holders of Senior
Debt by the Holders of the Securities or the Trustee, shall, as between the
Company, its creditors other than the holders of Senior Debt, and the Holders of
Securities, be deemed to be a payment by the Company to the holders of or on
account of Senior Debt, it being understood that the provisions of this Article
are and are intended solely for the purpose of defining the relative rights of
the Holders of the Securities, on the one hand, and the holders of Senior Debt,
on the other hand.


                                  EXHIBIT D-52


<PAGE>

         Section 11.3 Trustee to Effectuate Subordination. Each Holder of a
Security by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes.

         Section 11.4 No Waiver of Subordination Provisions. No right of any
present or future holder of any Senior Debt to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder of any Senior Debt or by any non-compliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Securities, without
incurring responsibility to the Holders of the Securities and without impairing
or releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Securities to the holders of Senior Debt, do any
one or more of the following: (a) change the manner, place or terms of payment
or extend the time of payment of, or renew or alter, Senior Debt or otherwise
amend or supplement in any manner Senior Debt or any instrument evidencing the
same or any agreement under which Senior Debt is outstanding; (b) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (c) release any person liable in any manner for
the collection of Senior Debt; and (d) exercise or refrain from exercising any
rights against the Company and any other person.

         Section 11.5 Notice to Trustee. The Company shall give prompt written
notice to the Trustee of any fact known to the Company that would prohibit the
making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment to or by the Trustee in
respect of the Securities, unless and until a Responsible Officer of the Trustee
shall have received written notice thereof from the Company or a holder of
Senior Debt or from any trustee, agent or representative therefor; and, prior to
the receipt of any such written notice, the Trustee, subject to the provisions
of Section 5.1, shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the notice
provided for in this Section 11.5 prior to the date upon which by the terms
hereof any money may become payable for any purpose (including without
limitation the payment of the principal of (and premium, if any) or interest on
any Security), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary that may be received by it within two
Business Days prior to such date.

         Subject to the provisions of Section 7.1, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a person representing
himself to be a holder of Senior Debt (or a trustee, agent or representative
therefor) to establish that such notice has been given by a holder of Senior
Debt (or a trustee, agent or representative therefor). In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any person as a holder of Senior Debt to participate in any
payment or distribution pursuant to this Article XI, the Trustee may request
such person to furnish evidence to the reasonable satisfaction


                                  EXHIBIT D-53


<PAGE>

of the Trustee as to the amount of Senior Debt held by such person, the extent
to which such person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such person under this Article
XI, and if such evidence is not furnished, the Trustee may defer any payment to
such person pending judicial determination as to the right of such person to
receive such payment.

         Section 11.6 Reliance on Judicial Order of Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 7.1, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the persons entitled to participate in such payment or
distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article.

         Section 11.7 Trustee Not Fiduciary for Holders of Senior Debt. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Debt and shall not be liable to any such holders if it shall in good faith
mistakenly pay over or distribute to Holders of Securities or to the Company or
to any other person cash, property or securities to which any holders of Senior
Debt shall be entitled by virtue of this Article or otherwise. With respect to
the holders of Senior Debt, the Trustee undertakes to perform or to observe only
such of its covenants or obligations as are specifically set forth in this
Article XI, and no implied covenants or obligations with respect to holders of
Senior Debt shall be read into this Indenture against the Trustee.

         Section 11.8 Reliance by Holders of Senior Debt on Subordination
Provisions. Each Holder by accepting a Security acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Debt, whether such Senior Debt
was created or acquired before or after the issuance of the Securities, to
acquire and continue to hold, or to continue to hold, such Senior Debt, and such
holder of Senior Debt shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Debt. Such holders of the Company's Senior Debt are
intended by the parties to the Indenture to be third party creditor
beneficiaries under this Indenture for the purposes of enforcing the provisions
of this Article XI.

         Section 11.9 Rights of Trustee as Holder of Senior Debt; Preservation
of Trustee's Rights. The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article XI with respect to any Senior Debt that
may at any time be held by it, to the same extent as any other holder of Senior
Debt, and nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

         Nothing in this Article XI shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 7.7.


                                  EXHIBIT D-54


<PAGE>

         Section 11.10 Article Applicable to Paying Agents. In case at any time
any Paying Agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term "Trustee" as used in this Article shall
in such case (unless the context otherwise requires) be construed as extending
to and including such Paying Agent within its meaning as fully for all intents
and purposes as if such Paying Agent were named in this Article XI in addition
to or in place of the Trustee; provided, however, that Section 11.9 shall not
apply to the Company or any Affiliate of the Company if it or such Affiliate
acts as Paying Agent.

         Section 11.11 Certain Conversions and Repurchases Deemed Payment. For
the purposes of this Article XI only, (a) the issuance and delivery of junior
securities upon conversion of Securities in accordance with Article X or upon
the repurchase of Securities in accordance with Article III shall not be deemed
to constitute a payment or distribution on account of the principal amount, or
premium or interest or Liquidated Damages Amount on the Securities or on account
of the purchase or other acquisition of Securities, and (b) the payment,
issuance or delivery of cash, property or securities (other than junior
securities) upon conversion of a Security shall be deemed to constitute payment
on account of the principal of such Security. For the purposes of this Section
11.11, the term "junior securities" means (1) shares of any stock of any class
of the Company and (2) securities of the Company that are subordinated in right
of payment to all Senior Debt that may be outstanding at the time of issuance or
delivery of such securities to substantially the same extent as, or to a greater
extent than, the Securities are so subordinated as provided in this Article XI.
Nothing contained in this Article XI or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as among the Company, its creditors
other than holders of Senior Debt and the Holders of the Securities, the right,
which is absolute and unconditional, of the Holder of any Security to convert
such Security in accordance with Article X or to exchange such Security for
Common Stock in accordance with Article X if the Company elects to satisfy the
obligations under Article III by the delivery of Common Stock.

                                  ARTICLE XII.

                                  MISCELLANEOUS

         Section 12.1 Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies, or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

         Section 12.2 Notices. Any request, demand, authorization, notice,
waiver, consent or communication shall be in writing and delivered in person or
mailed by first-class mail, postage prepaid, addressed as follows or transmitted
by facsimile transmission (confirmed by guaranteed overnight courier) to the
following facsimile numbers:

         if to the Company:

         ProxyMed, Inc.
         2555 Davie Road, Suite 110
         Ft. Lauderdale, Florida 33317
         Attn:  General Counsel
         Facsimile No:  (954) 473-2341
         Telephone No:  (954) 473-1001


                                  EXHIBIT D-55


<PAGE>

         with a copy to:

         Holland & Knight LLP
         701 Brickell Avenue
         Suite 3000
         Miami, Florida  33131
         Attn:  Rodney Bell, Esq.
         Facsimile No:  (305) 789-7799
         Telephone No:  (305) 789-7639

         if to the Trustee:

         LaSalle Bank National Association
         135 South LaSalle Street
         Chicago, Illinois 60603
         Attention:  Alvita Griffin
         Facsimile No:  (312) 904-2236
         Telephone No:  (312) 904-2231

         The Company or the Trustee by notice given to the other in the manner
provided above may designate additional or different addresses for subsequent
notices or communications.

         Any notice or communication given to a Securityholder shall be mailed
to the Securityholder, by first-class mail, postage prepaid, at the
Securityholder's address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed.

         Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not received by the addressee.

         If the Company mails a notice or communication to the Securityholders,
it shall mail a copy to the Trustee and each Registrar, Paying Agent, Conversion
Agent or co-registrar.

         The Company shall, upon (i) the filing of any Shelf Registration
Statement (as defined in the Registration Rights Agreement) and (ii) the
effectiveness of any Shelf Registration Statement, notify the Designated
Holders' Representative (as defined in the Registration Rights Agreement dated
as of even date herewith between the Company and the parties thereto) and his
designated counsel of the happening of such event.

         Section 12.3 Communication by Holders with Other
Holders. Securityholders may communicate pursuant to TIA Section 312(b) with
other Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar, the Paying Agent, the
Conversion Agent and anyone else shall have the protection of TIA Section
312(c).

         Section 12.4 Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:


                                  EXHIBIT D-56


<PAGE>

         (1)      an Officers' Certificate stating that, in the opinion of the
signer, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

         (2)      an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

         Section 12.5 Statements Required in Certificate or Opinion. Each
Officers' Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include:

         (1)      a statement that each person making such Officers' Certificate
or Opinion of Counsel has read such covenant or condition;

         (2)      a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such Officers' Certificate or Opinion of Counsel are based;

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

         (4)      a statement that, in the opinion of such person, such covenant
or condition has been complied with.

         Section 12.6 Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

         Section 12.7 Rules by Trustee, Paying Agent, Conversion Agent and
Registrar. The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar, the Conversion Agent and the Paying Agent may
make reasonable rules for their functions.

         Section 12.8 Legal Holidays. A "Legal Holiday" is any day other than a
Business Day. If any specified date (including a date for giving notice) is a
Legal Holiday, the action shall be taken on the next succeeding day that is not
a Legal Holiday, and, if the action to be taken on such date is a payment in
respect of the Securities, no interest, if any, shall accrue for the intervening
period.

         Section 12.9 Governing Law. THE INDENTURE AND THE SECURITIES WILL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD AS TO CONFLICT OF LAWS PRINCIPLES.

         Section 12.10 No Recourse Against Others. A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder shall waive and release
all such liability. The waiver and release shall be part of the consideration
for the issue of the Securities.


                                  EXHIBIT D-57

<PAGE>

         Section 12.11 Successors. All agreements of the Company in this
Indenture and the Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

         Section 12.12 Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

                            [Signature Page Follows]


                                  EXHIBIT D-58


<PAGE>


         IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this Indenture on behalf of the respective parties hereto as of the
date first above written.

                                  PROXYMED, INC.


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



                                  LASALLE BANK NATIONAL ASSOCIATION, as Trustee


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



                                  EXHIBIT D-59