Exhibit 4.3  EXECUTION COPY  
 COMMSCOPE, INC.
To
WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee  
 INDENTURE
Dated as of
March 24, 2004 
 1.00%
Convertible Senior Subordinated Debentures Due 2024
  
   TABLE OF CONTENTS  ARTICLE 1
  DEFINITIONSSection 1.01.  Definitions
  2ARTICLE 2
  ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF DEBENTURESSection 2.01.  Designation Amount And Issue Of Debentures
  11Section 2.02.  Form of Debentures
  11Section 2.03.  Date And Denomination Of Debentures;
  Payments Of Interest
  12Section 2.04.  Execution of Debentures
  14Section 2.05.  Exchange and Registration of Transfer of
  Debentures; Restrictions on Transfer
  14Section 2.06.  Mutilated, Destroyed, Lost or Stolen
  Debentures
  20Section 2.07.  Temporary Debentures
  21Section 2.08.  Cancellation of Debentures
  22Section 2.09.  CUSIP Numbers
  22ARTICLE 3
  REDEMPTION AND REPURCHASE OF DEBENTURESSection 3.01.  Redemption of Debentures
  22Section 3.02.  Notice of Optional Redemption; Selection
  of Debentures
  23Section 3.03.  Payment of Debentures Called For
  Redemption by the Company
  25Section 3.04.  Conversion Arrangement on Call for
  Redemption
  25Section 3.05.  Repurchase at Option of Holders Upon a Designated
  Event
  26Section 3.06.  Repurchase of Debentures by the Company at
  Option of the Holder
  30Section 3.07.  Company Repurchase Notice.
  31Section 3.08.  Effect of Repurchase Notice
  32Section 3.09.  Deposit of Purchase Price
  33Section 3.10.  Debentures Repurchased in Part
  33Section 3.11.  Repayment to the Company
  33Section 3.12.  Acceleration; Payments To Debentureholders
  34Section 3.13.  No Sinking Fund
  34  
   ARTICLE 4
  SUBORDINATION OF DEBENTURESSection 4.01.  Debentures Subordinate to Senior
  Indebtedness
  34Section 4.02.  Payment Over of Proceeds upon Dissolution,
  Etc
  34Section 4.03.  No Payment When Senior Indebtedness in
  Default.
  35Section 4.04.  Payment Permitted If No Default
  36Section 4.05.  Subrogation to Rights of Holders of Senior
  Indebtedness
  37Section 4.06.  Provisions Solely To Define Relative
  Rights
  37Section 4.07.  Trustee To Effectuate Subordination
  38Section 4.08.  No Waiver of Subordination Provisions
  38Section 4.09.  Notice to Trustee
  39Section 4.10.  Reliance on Judicial Order or Certificate
  of Liquidating Agent
  39Section 4.11.  Trustee Not Fiduciary for Holders of
  Senior Indebtedness
  40Section 4.12.  Rights of Trustee as Holder of Senior
  Indebtedness; Preservation of Trustees Rights
  40Section 4.13.  Article Applicable to Paying Agents
  40Section 4.14.  No Senior Subordinated Indebtedness
  40ARTICLE 5
  [RESERVED]ARTICLE 6
  PARTICULAR COVENANTS OF THE COMPANYSection 6.01.  Payment of Principal and Interest
  41Section 6.02.  Maintenance of Office or Agency
  41Section 6.03.  Appointments to Fill Vacancies in
  Trustees Office
  42Section 6.04.  Provisions as to Paying Agent
  42Section 6.05.  Existence
  43Section 6.06.  Rule 144A Information Requirement
  43Section 6.07.  Stay, Extension and Usury Laws
  43Section 6.08.  Compliance Certificate
  44Section 6.09.  Liquidated Damages Notice
  44ARTICLE 7
  DEBENTUREHOLDERS LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEESection 7.01.  Debentureholders Lists
  44Section 7.02.  Preservation And Disclosure Of Lists
  45Section 7.03.  Reports By Trustee
  45Section 7.04.  Reports by Company
  45  ii 
   ARTICLE 8
  REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON AN EVENT OF DEFAULTSection 8.01.  Events Of Default
  46Section 8.02.  Payments of Debentures on Default; Suit
  Therefor
  48Section 8.03.  Application of Monies Collected By Trustee
  50Section 8.04.  Proceedings by Debentureholder
  51Section 8.05.  Proceedings By Trustee
  52Section 8.06.  Remedies Cumulative And Continuing
  52Section 8.07.  Direction of Proceedings and Waiver of
  Defaults By Majority of Debentureholders
  52Section 8.08.  Notice of Defaults
  53Section 8.09.  Undertaking To Pay Costs
  53ARTICLE 9
  THE TRUSTEESection 9.01.  Duties and Responsibilities of Trustee
  54Section 9.02.  Reliance on Documents, Opinions, Etc
  55Section 9.03.  No Responsibility For Recitals, Etc
  57Section 9.04.  Trustee, Paying Agents, Conversion Agents
  or Registrar May Own Debentures
  57Section 9.05.  Monies to Be Held in Trust
  57Section 9.06.  Compensation and Expenses of Trustee
  57Section 9.07.  Officers Certificate As Evidence
  58Section 9.08.  Conflicting Interests of Trustee
  58Section 9.09.  Eligibility of Trustee
  58Section 9.10.  Resignation or Removal of Trustee.
  58Section 9.11.  Acceptance by Successor Trustee
  60Section 9.12.  Succession By Merger
  61Section 9.13.  Preferential Collection of Claims
  61ARTICLE 10
  THE DEBENTUREHOLDERSSection 10.01.  Action By Debentureholders
  61Section 10.02.  Proof of Execution by Debentureholders
  62Section 10.03.  Who Are Deemed Absolute Owners
  62Section 10.04.  Company-owned Debentures Disregarded
  62Section 10.05.  Revocation Of Consents, Future Holders
  Bound
  63ARTICLE 11
  MEETINGS OF DEBENTUREHOLDERSSection 11.01.  Purpose Of Meetings
  63Section 11.02.  Call Of Meetings By Trustee
  64  iii 
   Section 11.03.  Call Of Meetings By Company Or
  Debentureholders
  64Section 11.04.  Qualifications For Voting
  64Section 11.05.  Regulations
  65Section 11.06.  Voting
  65Section 11.07.  No Delay Of Rights By Meeting
  66ARTICLE 12
  SUPPLEMENTAL INDENTURESSection 12.01.  Supplemental Indentures Without Consent of
  Debentureholders
  66Section 12.02.  Supplemental Indenture With Consent Of
  Debentureholders
  68Section 12.03.  Effect Of Supplemental Indenture
  69Section 12.04.  Notation On Debentures
  69Section 12.05.  Evidence Of Compliance Of Supplemental
  Indenture To Be Furnished To Trustee
  69ARTICLE 13
  [RESERVED]ARTICLE 14
  CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASESection 14.01.  Company May Consolidate On Certain Terms
  70Section 14.02.  Successor To Be Substituted
  70Section 14.03.  Opinion Of Counsel To Be Given Trustee
  71ARTICLE 15
  SATISFACTION AND DISCHARGE OF INDENTURESection 15.01.  Discharge Of Indenture
  71Section 15.02.  Deposited Monies To Be Held In Trust By
  Trustee
  72Section 15.03.  Paying Agent To Repay Monies Held
  72Section 15.04.  Return Of Unclaimed Monies
  72Section 15.05.  Reinstatement
  72ARTICLE 16
  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORSSection 16.01.  Indenture And Debentures Solely Corporate
  Obligations
  73ARTICLE 17
  CONVERSION OF DEBENTURESSection 17.01.  Right To Convert
  73Section 17.02.  Conversion Procedures
  76Section 17.03.  Cash Payments in Lieu of Fractional Shares
  78  iv 
   Section 17.04. 
  Conversion Rate
  78Section 17.05.  Adjustment Of Conversion Rate
  78Section 17.06.  Effect Of Reclassification, Consolidation,
  Merger or Sale
  88Section 17.07.  Taxes On Shares Issued
  89Section 17.08.  Reservation of Shares, Shares to Be Fully
  Paid; Compliance With Governmental Requirements; Listing of Common Stock
  89Section 17.09.  Responsibility Of Trustee
  90Section 17.10.  Notice To Holders Prior To Certain Actions
  91Section 17.11.  Stockholder Rights Plans
  92Section 17.12.  Issuer Determination Final
  92ARTICLE 18
  MISCELLANEOUS PROVISIONSSection 18.01.  Provisions Binding On Companys Successors
  92Section 18.02.  Official Acts By Successor Corporation
  92Section 18.03.  Addresses For Notices, Etc
  93Section 18.04.  Governing
  Law
  93Section 18.05.  Evidence Of Compliance With Conditions
  Precedent, Certificates To Trustee
  93Section 18.06.  Legal
  Holidays
  94Section 18.07.  Trust Indenture Act
  94Section 18.08.  No Security Interest Created
  94Section 18.09.  Benefits Of Indenture
  95Section 18.10.  Authenticating Agent
  95Section 18.11.  Execution In Counterparts
  96Section 18.12. 
  Severability
  96Section 18.13.  Table of Contents, Headings, Etc
  96Exhibit
  A Form of Debenture
  A-1  v 
   INDENTURE  INDENTURE dated as of
March 24, 2004, between CommScope, Inc., a Delaware corporation (hereinafter
called the Company), having its principal office at 1100 CommScope
Place, S.E., P.O. Box 339, Hickory, North Carolina, 28602, and Wachovia Bank,
National Association, as trustee hereunder (hereinafter called the Trustee).  WITNESSETH:  WHEREAS, for its lawful
corporate purposes, the Company has duly authorized the issue of its 1.00%
Convertible Senior Subordinated Debentures Due 2024 (hereinafter called the Debentures),
in an aggregate principal amount not to exceed $225,000,000 (or $250,000,000 if
the Initial Purchasers exercise the option granted to them pursuant to
Section 2 of the Purchase Agreement) and, to provide the terms and
conditions upon which the Debentures are to be authenticated, issued and
delivered, the Company has duly authorized the execution and delivery of this
Indenture; and  WHEREAS, the Debentures, the
certificate of authentication to be borne by the Debentures, a form of
assignment, a form of option to elect repurchase upon a Designated Event, a
form of repurchase notice and a form of conversion notice to be borne by the
Debentures are to be substantially in the forms hereinafter provided for; and  WHEREAS, all acts and things
necessary to make the Debentures, when executed by the Company and
authenticated and delivered by the Trustee or a duly authorized authenticating
agent, as in this Indenture provided, the valid, binding and legal obligations
of the Company, and to constitute this Indenture a valid agreement according to
its terms, have been done and performed, and the execution of this Indenture
and the issue hereunder of the Debentures have in all respects been duly
authorized,  NOW, THEREFORE, THIS INDENTURE WITNESSETH:  That in order to declare the
terms and conditions upon which the Debentures are, and are to be, authenticated,
issued and delivered, and in consideration of the premises and of the purchase
and acceptance of the Debentures by the holders thereof, the Company covenants
and agrees with the Trustee for the equal and proportionate benefit of the
respective holders from time to time of the Debentures (except as otherwise
provided below), as follows:  
   ARTICLE 1
DEFINITIONS  Section 1.01.  Definitions.The terms defined in this Section 1.01 (except as
herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section 1.01.  All other terms used in this Indenture that
are defined in the Trust Indenture Act or that are by reference therein defined
in the Securities Act (except as herein otherwise expressly provided or unless
the context otherwise requires) shall have the meanings assigned to such terms
in the Trust Indenture Act and in the Securities Act as in force at the date of
the execution of this Indenture.  The
words herein,
hereof,
hereunder
and words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other Subdivision.  The terms defined in this Article include
the plural as well as the singular.  Adjustment Event has the
meaning specified in Section 17.05(m).  Agent Members has the
meaning specified in Section 2.05(b)(v).  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.  Board of Directors means the
Board of Directors of the Company or a committee of such Board duly authorized
to act for it hereunder.  Business Day means any day
except a Saturday, Sunday or legal holiday on which banking institutions in The
City of New York are authorized or obligated by law, regulation or executive
order to close.  Capital Stock means (a) in
the case of a corporation, corporate stock, (b) in the case of an association
or business entity, any and all shares, interests, participations, right or
other equivalents (however designated) of corporate stock, (c) in the case of a
partnership or limited liability company, partnership or membership interests
(whether general or limited) and (d) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distribution in assets of, the issuing Person.  Closing Sale Price of the
shares of Common Stock on any date means the closing sale price per share (or
if no closing sale price is reported, the average of the closing bid and ask
prices or, if more than one in either case, the average of  2 
   the average closing bid and the average closing ask prices) on such
date as reported in composite transactions for the principal United States
securities exchange on which shares of Common Stock are traded or, if the
shares of Common Stock are not listed on a United States national or regional
securities exchange, as reported by the National Association of Securities Dealers
Automated Quotation System or, if neither, by the National Quotation Bureau
Incorporated.  In the absence of such a
quotation, the Company shall be entitled to determine the Closing Sale Price on
the basis it considers appropriate.  Commission means the
Securities and Exchange Commission, as from time to time constituted, created
under the Exchange Act, or, if at any time after the execution of this
Indenture such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.  Common Stock means any stock
of any class of the Company that has no preference in respect of dividends or
of amounts payable in the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Company and that is not subject to redemption by the
Company.  Subject to the provisions of
Section 17.06, however, shares issuable on conversion of Debentures shall
include only shares of the class designated as common stock of the Company at
the date of this Indenture (namely, the Common Stock, par value $0.01) or
shares of any class or classes resulting from any reclassification or
reclassifications thereof and that have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company and that are not subject to redemption
by the Company;provided that if at any time there shall be more than one
such resulting class, the shares of each such class then so issuable on
conversion shall be substantially in the proportion that the total number of
shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.  Company means the
corporation named as the Company in the first paragraph of this
Indenture, and, subject to the provisions of Article 14 and
Section 17.06, shall include its successors and assigns.  Company Repurchase Notice
has the meaning specified in Section 3.07(b).  Company Repurchase Notice Date
has the meaning specified in Section 3.07(b).  Continuing Director means a
director who either was a member of the Board of Directors on March 18,
2004 or who becomes a member of the Board of Directors subsequent to that date
and whose appointment, election or nomination for election by the stockholders
of the Company is duly approved by a majority of the Continuing Directors on
the Board of Directors at the time of such approval,  3 
   either by a specific vote or by approval of the proxy statement issued
by the Company on behalf of the Board of Directors in which such individual is
named as nominee for director.  Conversion Date has the
meaning set forth in Section 17.02.  Conversion Price as of any
day will equal $1,000 divided by the Conversion Rate as of such date and
rounded to the nearest cent.  The
Conversion Price shall initially be $21.75 per share of Common Stock.  Conversion Rate has the
meaning specified in Section 17.04.  Corporate Trust Office or
other similar term, means the designated office of the Trustee at which at any
particular time its corporate trust business as it relates to this Indenture
shall be administered, which office is, at the date as of which this Indenture
is dated, located at NC 1179, 401 South Tryon Street, 12th Floor,
Charlotte, NC, 28288-1179.  Credit Agreement means that
certain amended and restated Credit and Security Agreement dated as of
January 31, 2004 by and among the Company, certain of the Companys wholly
owned Subsidiaries, the lenders party thereto from time to time and Wachovia
Bank, National Association, as administrative agent, including any related
notes, guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, restated, modified,
increased, renewed, refunded, replaced or refinanced from time to time, whether
or not with the same parties.  Current Market Price has the
meaning specified in Section 17.05(i).  Custodian means Wachovia
Bank, National Association, as custodian with respect to the Debentures in
global form, or any successor entity thereto.  Debenture or Debentures
means any Debenture or Debentures, as the case may be, authenticated and
delivered under this Indenture, including any Global Debenture.  Debenture Register has the
meaning specified in Section 2.05.  Debenture Registrar has the
meaning specified in Section 2.05.  Debentureholder or holder
as applied to any Debenture, or other similar terms (but excluding the term Beneficial
Holder), means any Person in whose name at the time a particular
Debenture is registered on the Debenture Registrars books.  Default
means any event that is, or after notice or passage of time, or both, would be,
an Event of Default.  4 
   Defaulted Interest has the
meaning specified in Section 2.03.  Depositary means the
clearing agency registered under the Exchange Act that is designated to act as
the Depositary for the Global Debentures. 
The Depository Trust Company shall be the initial Depositary, until a
successor shall have been appointed and become such pursuant to the applicable
provisions of this Indenture, and thereafter, Depositary shall mean or
include such successor.  Designated Event means a
Fundamental Change or a Termination of Trading.  Designated Event Expiration Time
has the meaning specified in Section 3.05(b).  Designated Event Notice has
the meaning specified in Section 3.05(b).  Designated Event Repurchase Date
has the meaning specified in Section 3.05(a).  Determination Date has the
meaning specified in Section 17.05(m).  Distributed Property has the
meaning specified in Section 17.05(d).  Equity Interests means
Capital Stock and all warrants, options or other rights to acquire Capital
Stock (but excluding any debt security that is convertible into, or
exchangeable for, Capital Stock).  Event of Default means any
event specified in Section 8.01 as an Event of Default.  Exchange Act means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder, as in effect from time to time.  Ex-Dividend Time has the
meaning specified in Section 17.01(b).  Expiration Time has the
meaning specified in Section 17.05(f).  Fair Market Value has the
meaning specified in Section 17.05(i).  Fiscal Quarter means, with
respect to the Company, its first, second, third and fourth quarters ending on
March 31, June 30, September 30 and December 31,
respectively.  Fundamental Change means the
occurrence of any of:  (i)any
transaction or event (whether by means of an exchange offer, liquidation,
tender offer, consolidation, merger, combination,  5 
   reclassification,
recapitalization or otherwise) in connection with which all or substantially
all of the Common Stock is exchanged for, converted into, acquired for or
constitutes solely the right to receive consideration that is not all or
substantially all common stock that is (or, upon consummation of or immediately
following such transaction or event, which will be) (x) listed on a United
States national securities exchange or (y) approved for quotation on the
Nasdaq National Market or any similar United States system of automated
dissemination of quotations of securities prices.  (ii)a
person or group within the meaning of Section 13(d) of the Exchange
Act other than the Company, a Subsidiary of the Company or the employee benefit
plans of the Company or a Subsidiary of the Company, files a Schedule TO
or any other schedule, form or report under the Exchange Act disclosing that
such person or group has become the beneficial owner, as defined in Rule
13d-3 under the Exchange Act, of more than 50% of the total voting power of all
outstanding shares of the Companys capital stock that are entitled to vote
generally in the election of directors; or  (iii)Continuing
Directors cease to constitute at least a majority of the Board of Directors.  Global Debenture has the
meaning specified in Section 2.02.  IDA Notes means those
certain State Industrial Development Authority Taxable Flexible Term Notes
(CommScope Project) Series 1995 in the amount of $10,800,000.  Indenture means this
instrument as originally executed or, if amended or supplemented as herein
provided, as so amended or supplemented.  Initial Purchasers means
Wachovia Capital Markets, LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.  Interest means, when used
with reference to the Debentures, any interest payable under the terms of the
Debentures and Liquidated Damages, if any, payable under the terms of the
Registration Rights Agreement.  Liquidated Damages has the
meaning specified for Liquidated Damages Amount in
Section 2(e) of the Registration Rights Agreement.  Liquidated Damages Notice
has the meaning specified in Section 6.09.  Measurement Period has the
meaning specified in Section 17.01(a)(ii).  Non-Electing Share has the
meaning specified in Section 17.06.  6 
   Notice Date means the date
of mailing of the notice of redemption pursuant to Section 3.02.  Offering Memorandum means
the Offering Memorandum of the Company for the offering of the Debentures,
dated March 18, 2004.  Officers Certificate, when
used with respect to the Company, means a certificate signed by the Chairman of
the Board, the Chief Executive Officer, the President or any Vice President
(whether or not designated by a number or numbers or word or words added before
or after the title Vice President) and the Treasurer or any
Assistant Treasurer, or the Secretary or Assistant Secretary of the Company.  Opinion of Counsel means an
opinion in writing, subject to customary assumptions and exceptions, signed by
legal counsel, who may be an employee of or counsel to the Company, or other
counsel reasonably acceptable to the Trustee.  Option to Elect Repurchase Upon a
Designated Event has the meaning specified in Section 3.05(c).  Outstanding, when used with
reference to Debentures and subject to the provisions of Section 10.04,
means, as of any particular time, all Debentures authenticated and delivered by
the Trustee under this Indenture, except:  (a)Debentures
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;  (b)Debentures,
or portions thereof, (i) for the redemption of which monies in the necessary
amount shall have been deposited in trust with the Trustee or with any paying
agent (other than the Company) or (ii) that shall have been otherwise defeased
in accordance with Article 15;  (c)Debentures
in lieu of which, or in substitution for which, other Debentures shall have
been authenticated and delivered pursuant to the terms of Section 2.06;
and  (d)Debentures
converted into Common Stock pursuant to Article 17 and Debentures deemed
not Outstanding pursuant to Article 3.  Permitted Junior Securities
means Equity Interests in the Company or debt securities of the Company that
are subordinated to all Senior Indebtedness (and any debt securities issued in
exchange for Senior Indebtedness) to substantially the same extent, or to a
greater extent than, the Debentures are subordinated to Senior Indebtedness.  Person means a corporation,
an association, a partnership, a limited liability company, an individual, a
joint venture, a joint stock company, a trust, an  7 
   unincorporated organization or a government or an agency or a political
subdivision thereof.  Portal Market means The
Portal Market operated by the National Association of Securities Dealers, Inc.
or any successor thereto.  Predecessor Debenture of any
particular Debenture means every previous Debenture evidencing all or a portion
of the same debt as that evidenced by such particular Debenture, and, for the
purposes of this definition, any Debenture authenticated and delivered under
Section 2.06 in lieu of a lost, destroyed or stolen Debenture shall be
deemed to evidence the same debt as the lost, destroyed or stolen Debenture
that it replaces.  Purchase Agreement means the
Purchase Agreement, dated as of March 18, 2004 by and among the Company and the
Initial Purchasers, as amended from time to time in accordance with its terms.  Purchased Shares has the
meaning specified in Section 17.05(f).  QIB means a qualified
institutional buyer as defined in Rule 144A.  Record Date has the meaning
specified in Section 17.05(i).  Registration Rights Agreement
means the Registration Rights Agreement, dated as of March 24, 2004,
by and among the Company and the Initial Purchasers, as amended from time to
time in accordance with its terms.  Repurchase Date has the
meaning specified in Section 3.06.  Repurchase Notice has the
meaning specified in Section 3.06.  Responsible Officer shall
mean, when used with respect to the Trustee, any officer within the corporate
trust department of the Trustee with direct responsibility for the administration
of this Indenture and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of such
persons knowledge of any familiarity with the particular subject.  Restricted Securities has
the meaning specified in Section 2.05(c).  Rights has the meaning
specified in Section 17.11.  Rule 144A means Rule 144A as
promulgated under the Securities Act.  Securities Act means the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, as in effect from time to time.  8 
   Senior Indebtedness means,
in respect of the Company, whether now or hereafter incurred: (i) the
principal, premium, if any, interest and all other amounts owed in respect of
the Companys (A) indebtedness for money borrowed and (B) indebtedness
evidenced by securities, debentures, bonds or other similar instruments, (ii)
all obligations of the Company (including all interest accruing after the
commencement of any bankruptcy or similar proceeding, whether or not a claim
for post-petition interest is allowed as a claim in any such proceeding)
payable under the Credit Agreement and the IDA Notes, whether outstanding on
the date of this Indenture or thereafter created, incurred, assumed, guaranteed
or in effect guaranteed by the Company, (iii) all of the Companys capital
lease obligations, (iv) all obligations issued or assumed by the Company as the
deferred purchase price of property, all of the Companys conditional sale
obligations and all of the Companys obligations under any title retention
agreement (but excluding trade accounts payable arising in the ordinary course
of business), (v) all of the Companys obligations for the reimbursement of any
letter of credit, bankers acceptance, security purchase facility or similar
credit transaction, (vi) all obligations of the type referred to in clauses (i)
through (v) above of other persons for the payment of which the Company is
responsible or liable as obligor, guarantor or otherwise, and (vii) all
obligations of the type referred to in clauses (i) through (vi) above of other
persons secured by any lien on any of the Companys properties or assets
(whether or not such obligation is assumed by the Company), except for (x) any
such indebtedness that is by its terms subordinated to or pari passuwith the
Debentures or is subordinated to any other Senior Indebtedness; (y) any
indebtedness between or among the Company or its Affiliates, including all other
debt securities and guarantees in respect of those debt securities issued to
any trust, or trustees of such trust, partnership or other entity affiliated
with the Company that is, directly or indirectly, a financing vehicle of the
Company (a Financing Entity) in connection with the issuance by such
Financing Entity of preferred securities or other securities that rank pari passu
with, or junior to, the Debentures and (z) accounts payable or other liability
to trade creditors arising in the ordinary course of business (including
guarantees thereof or instruments evidencing such liabilities).  Senior Indebtedness Default Notice
has the meaning specified in Section 4.03(a).  Senior Subordinated Indebtedness
means, with respect to the Company, the Debentures and any other indebtedness
of the Company that specifically provides that such indebtedness is to have the
same rank as the Debentures in right of payment and is not subordinated by its
terms in right of payment to any indebtedness or other obligation of the
Company that is not Senior Indebtedness.  Significant Subsidiary
means, as of any date of determination, a Subsidiary of the Company that would
constitute a significant subsidiary as such term is defined under Rule
1-02(w) of Regulation S-X of the Commission as in effect on the date of this
Indenture.  9 
   Subordinated Indebtedness
means, with respect to the Company, the Companys 4% Convertible Subordinated
Notes due December 15, 2006 and any other indebtedness of the Company that
specifically provides that such indebtedness is subordinated to the Debentures.  Subordinated Obligations has
the meaning specified in Section 4.01.  Subsidiary means, with
respect to any Person, (i) any corporation, association or other business
entity of which more than 50% of the total voting power of shares of capital
stock or other equity interest entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other subsidiaries of that Person (or a
combination thereof) and (ii) any partnership (a) the sole general partner or
managing general partner of which is such Person or a subsidiary of such Person
or (b) the only general partners of which are such Person or of one or more
subsidiaries of such Person (or any combination thereof).  Termination of Trading will
be deemed to have occurred if the Common Stock (or other common stock into
which the Debentures are then convertible) ceases to be listed for trading on a
United States national or regional securities exchange or approved for
quotation on the Nasdaq National Market or any similar United States system of
automated dissemination of quotations of securities prices that is a successor
thereto.  Trading Day has the meaning
specified in Section 17.05(i).  Trading Price means, on any
date, the average of the secondary market bid quotations per $1,000 principal
amount of Debentures obtained by the Trustee for $5,000,000 principal amount of
Debentures at approximately 3:30 p.m., New York City time, on such date from
three independent nationally recognized securities dealers selected by the
Company;provided
that if three such bids cannot reasonably be obtained by the Trustee, but two
bids are obtained, then the average of the two bids shall be used, and if only
one such bid can reasonably be obtained by the Trustee, one bid shall be used; provided further
that if the Trustee cannot reasonably obtain at least one bid for $5,000,000
principal amount of Debentures from a nationally recognized securities dealer,
then the Trading Price per $1,000 principal amount of Debentures shall be
deemed to be less than 98% of the product of (a) the Closing Sale Price of the
Common Stock on such date and (b) the Conversion Rate on such date.  Trigger Event has the
meaning specified in Section 17.05(d).  Trust Indenture Act means
the Trust Indenture Act of 1939, as amended, as it was in force at the date of
this Indenture, except as provided in Sections 12.03 and Section 17.06;provided
that if the Trust Indenture Act of 1939 is amended after the date hereof, the
term Trust
Indenture Act shall mean, to  10 
   the extent required by such amendment, the Trust Indenture Act of 1939
as so amended.  Trustee means Wachovia Bank,
National Association, and its successors and any corporation resulting from or
surviving any consolidation or merger to which it or its successors may be a
party and any successor trustee at the time serving as successor trustee
hereunder.  ARTICLE 2ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF DEBENTURES  Section 2.01.Designation Amount And Issue Of
Debentures.The Debentures
shall be designated as 1.00% Convertible Senior Subordinated Debentures Due
2024.  Debentures not to
exceed the aggregate principal amount of $225,000,000 (or $250,000,000 if the
Initial Purchasers exercises the option granted to them pursuant to
Section 2 of the Purchase Agreement) (except pursuant to Sections 2.05,
2.06, 3.03, 3.05 and 17.02 hereof) upon the execution of this Indenture, or
from time to time thereafter, may be executed by the Company and delivered to
the Trustee for authentication, and the Trustee shall thereupon authenticate
and deliver said Debentures to or upon the written order of the Company, signed
by its Chairman of the Board, Chief Executive Officer, President or any Vice
President (whether or not designated by a number or numbers or word or words
added before or after the title Vice President), the Treasurer or any
Assistant Treasurer or the Secretary or Assistant Secretary, without any
further action by the Company hereunder.  Section 2.02.Form of Debentures.The Debentures and the Trustees certificate of
authentication to be borne by such Debentures shall be substantially in the
form set forth in Exhibit A.  The terms
and provisions contained in the form of Debenture attached as Exhibit A hereto
shall constitute, and are hereby expressly made, a part of this Indenture and,
to the extent applicable, the Company and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby.  Any of the Debentures may have
such letters, numbers or other marks of identification and such notations,
legends, endorsements or changes as the officers executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not
inconsistent with the provisions of this Indenture, or as may be required by
the Custodian, the Depositary or by the National Association of Securities
Dealers, Inc. in order for the Debentures to be tradable on The Portal Market or
as may be required for the Debentures to be tradable on any other market
developed for trading of securities pursuant to Rule 144A or as may be required
to comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any securities exchange or automated
quotation system on which the Debentures may be listed, or to  11 
   conform to usage, or to indicate any special limitations or
restrictions to which any particular Debentures are subject.  So long as the Debentures are
eligible for book-entry settlement with the Depositary, or unless otherwise
required by law, or otherwise contemplated by Section 2.05(a), all of the
Debentures will be represented by one or more Debentures in global form
registered in the name of the Depositary or the nominee of the Depositary (a Global
Debenture).  The transfer
and exchange of beneficial interests in any such Global Debenture shall be
effected through the Depositary in accordance with this Indenture and the
applicable procedures of the Depositary. 
Except as provided in Section 2.05(a), beneficial owners of a
Global Debenture shall not be entitled to have certificates registered in their
names, will not receive or be entitled to receive physical delivery of
certificates in definitive form and will not be considered holders of such
Global Debenture.  Any Global Debenture shall
represent such of the Outstanding Debentures as shall be specified therein and
shall provide that it shall represent the aggregate amount of Outstanding
Debentures from time to time endorsed thereon and that the aggregate amount of
Outstanding Debentures represented thereby may from time to time be increased
or reduced to reflect redemptions, repurchases, conversions, transfers or
exchanges permitted hereby.  Any
endorsement of a Global Debenture to reflect the amount of any increase or
decrease in the amount of Outstanding Debentures represented thereby shall be
made by the Trustee or the Custodian, at the direction of the Trustee, in such
manner and upon instructions given by the holder of such Debentures in
accordance with this Indenture.  Payment
of principal of and Interest on any Global Debenture shall be made to the
holder of such Debenture.  Section 2.03.Date And Denomination Of Debentures;Payments Of
Interest.The Debentures
shall be issuable in registered form without coupons in denominations of $1,000
principal amount and integral multiples thereof.  Each Debenture shall be dated the date of its authentication and
shall bear Interest from the date specified on the face of the form of
Debenture attached as Exhibit A hereto. 
Interest on the Debentures shall be computed on the basis of a 360-day
year comprised of twelve 30-day months.  The Person in whose name any
Debenture (or its Predecessor Debenture) is registered on the Debenture
Register at the close of business on any record date with respect to any
interest payment date shall be entitled to receive the Interest payable on such
interest payment date, except that the Interest payable upon redemption or
repurchase will be payable to the Person to whom principal is payable pursuant
to such redemption or repurchase (unless the redemption date or the Designated
Event Repurchase Date, as the case may be, falls after a record date and on or
prior to the corresponding interest payment date, in which case the full
semi-annual payment of Interest becoming due on such interest payment date
shall be payable to the holders of such Debentures registered as such on the
corresponding record date).  Interest
shall be payable at an office maintained by  12 
   the Company for such purposes in the Borough of Manhattan, City of New
York, which shall initially be an office or agency of the Trustee.  The Company shall pay Interest (i) on any
Debentures in certificated form by check mailed to the address of the Person
entitled thereto as it appears in the Debenture Register or (ii) on any Global
Debenture by wire transfer of immediately available funds to the account of the
Depositary or its nominee.  The term record date
with respect to any interest payment date shall mean the March 1 or
September 1 preceding the applicable March 15 or September 15
interest payment date, respectively.  Any Interest on any Debenture
that is payable, but is not paid or duly provided for, on any March 15 or
September 15, pursuant to the terms set forth herein (herein called Defaulted
Interest) shall forthwith cease to be payable to the
Debentureholder on the relevant record date by virtue of his having been such
Debentureholder, and such Defaulted Interest shall be paid by the Company, at
its election in each case, as provided in clause (1) or (2) below:  (1)The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Debentures (or their respective Predecessor Debentures) are
registered at the close of business on a special record date for the payment of
such Defaulted Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each
Debenture and the date of the proposed payment (which shall be not less than
twenty-five (25) days after the receipt by the Trustee of such notice, unless
the Trustee shall consent to an earlier date), and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit on or prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit
of the Persons entitled to such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix a special
record date for the payment of such Defaulted Interest that shall be not more
than fifteen (15) days and not less than ten (10) days prior to the date of the
proposed payment, and not less than ten (10) days after the receipt by the
Trustee of the notice of the proposed payment. 
The Trustee shall promptly notify the Company of such special record
date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the special record date
therefor to be mailed, first-class postage prepaid, to each holder at his
address as it appears in the Debenture Register, not less than ten (10) days
prior to such special record date. 
Notice of the proposed payment of such Defaulted Interest and the
special record date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Debentures (or their respective
Predecessor Debentures) are registered at the close of business on such special
record date and shall no longer be payable pursuant to the following clause (2)
of this Section 2.03.  13 
   (2)The
Company may make payment of any Defaulted Interest in any other lawful manner not
inconsistent with the requirements of any securities exchange or automated
quotation system on which the Debentures may be listed or designated for
issuance, and upon such notice as may be required by such exchange or automated
quotation system, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Trustee.  Section 2.04.  Execution of Debentures.The Debentures shall be signed in
the name and on behalf of the Company by the manual or facsimile signature of
its Chairman of the Board, Chief Executive Officer, President or any Vice
President (whether or not designated by a number or numbers or word or words
added before or after the title Vice President).  Only such Debentures as shall bear thereon a certificate of
authentication substantially in the form set forth on the form of Debenture
attached as Exhibit A hereto, manually executed by the Trustee (or an authenticating
agent appointed by the Trustee as provided by Section 18.10), shall be
entitled to the benefits of this Indenture or be valid or obligatory for any
purpose.  Such certificate by the
Trustee (or such an authenticating agent) upon any Debenture executed by the
Company shall be conclusive evidence that the Debenture so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.  In case any officer of the
Company who shall have signed any of the Debentures shall cease to be such
officer before the Debentures so signed shall have been authenticated and
delivered by the Trustee, or disposed of by the Company, such Debentures
nevertheless may be authenticated and delivered or disposed of as though the
person who signed such Debentures had not ceased to be such officer of the
Company, and any Debenture may be signed on behalf of the Company by such
persons as, at the actual date of the execution of such Debenture, shall be the
proper officers of the Company, although at the date of the execution of this
Indenture any such person was not such an officer.  Section 2.05.Exchange and Registration of Transfer of
Debentures;Restrictions on Transfer.(a) The Company shall cause to be kept at the Corporate Trust Office a
register (the register maintained in such office and in any other office or
agency of the Company designated pursuant to Section 6.02 being herein
sometimes collectively referred to as the Debenture Register) in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Debentures and of transfers of Debentures.  The Debenture Register shall be in written
form or in any form capable of being converted into written form within a
reasonably prompt period of time.  The
Trustee is hereby appointed Debenture Registrar for the purpose of
registering Debentures and transfers of Debentures as herein provided. The
Company may appoint one or more co-registrars in accordance with
Section 6.02.  14 
   Upon surrender for registration
of transfer of any Debenture to the Debenture Registrar or any co-registrar,
and satisfaction of the requirements for such transfer set forth in this
Section 2.05, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Debentures of any authorized denominations and of
a like aggregate principal amount and bearing such restrictive legends as may
be required by this Indenture.  Debentures may be exchanged for
other Debentures of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Debentures to be exchanged at any such
office or agency maintained by the Company pursuant to Section 6.02.  Whenever any Debentures are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Debentures that the Debentureholder making the exchange is
entitled to receive bearing registration numbers not contemporaneously
Outstanding.  All Debentures issued upon any
registration of transfer or exchange of Debentures shall be the valid
obligations of the Company, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Debentures surrendered upon such
registration of transfer or exchange.  All Debentures presented or
surrendered for registration of transfer or for exchange, redemption,
repurchase or conversion shall (if so required by the Company or the Debenture
Registrar) be duly endorsed, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company, and the Debentures
shall be duly executed by the Debentureholder thereof or his attorney duly
authorized in writing.  No service charge shall be made
to any holder for any registration of, transfer or exchange of Debentures, but
the Company and the Registrar may require payment by the holder of a sum
sufficient to cover any tax, assessment or other governmental charge that may
be imposed in connection with any registration of transfer or exchange of
Debentures.  Neither the Company nor the
Trustee nor any Debenture Registrar shall be required to exchange or register a
transfer of (a) any Debentures for a period of fifteen (15) days next preceding
any selection of Debentures to be redeemed, (b) any Debentures or portions
thereof called for redemption pursuant to Section 3.02, (c) any Debentures
or portions thereof surrendered for conversion pursuant to Article 17, (d)
any Debentures or portions thereof tendered for repurchase (and not withdrawn)
pursuant to Section 3.05 or (e) any Debentures or portions thereof
tendered for repurchase (and not withdrawn) pursuant to Section 3.06.  (b)The
following provisions shall apply only to Global Debentures:  (i)Each
Global Debenture authenticated under this Indenture shall be registered in the
name of the Depositary or a nominee thereof and  15 
   delivered to
such Depositary or a nominee thereof or Custodian therefor, and each such
Global Debenture shall constitute a single Debenture for all purposes of this
Indenture.  (ii)Notwithstanding
any other provision in this Indenture, no Global Debenture may be exchanged in
whole or in part for Debentures registered, and no transfer of a Global
Debenture in whole or in part may be registered, in the name of any Person
other than the Depositary or a nominee thereof unless (A) the Depositary (I)
has notified the Company that it is unwilling or unable to continue as
Depositary for such Global Debenture and a successor depositary has not been
appointed by the Company within ninety (90) days or (II) has ceased to be a
clearing agency registered under the Exchange Act and a successor clearing
agency has not been appointed by the Company within ninety (90) days, (B) an
Event of Default has occurred and the maturity of the Debentures has been
accelerated in accordance with their terms and any holder has requested in
writing the issuance of definitive certificated Debentures or (C) the Company,
in its sole discretion, notifies the Trustee in writing that it no longer
wishes to have all the Debentures represented by Global Debentures.  Any Global Debenture exchanged pursuant to
clause (A) or (B) above shall be so exchanged in whole and not in part and any
Global Debenture exchanged pursuant to clause (C) above may be exchanged in
whole or from time to time in part as directed by the Company.  Any Debenture issued in exchange for a
Global Debenture or any portion thereof shall be a Global Debenture;provided
that any such Debenture so issued that is registered in the name of a Person
other than the Depositary or a nominee thereof shall not be a Global Debenture.  (iii)Securities
issued in exchange for a Global Debenture or any portion thereof pursuant to
clause (ii) above shall be issued in definitive, fully registered form, without
interest coupons, shall have an aggregate principal amount equal to that of
such Global Debenture or portion thereof to be so exchanged, shall be
registered in such names and be in such authorized denominations as the
Depositary shall designate and shall bear any legends required hereunder.  Any Global Debenture to be exchanged in
whole shall be surrendered by the Depositary to the Trustee, as Debenture
Registrar.  With regard to any Global
Debenture to be exchanged in part, either such Global Debenture shall be so
surrendered for exchange or, if the Trustee is acting as Custodian for the Depositary
or its nominee with respect to such Global Debenture, the principal amount
thereof shall be reduced, by an amount equal to the portion thereof to be so
exchanged, by means of an appropriate adjustment made on the records of the
Trustee.  Upon any such surrender or
adjustment, the Trustee shall authenticate and make available for delivery the
Debenture issuable on such exchange to or upon the written order of the
Depositary or an authorized representative thereof.  16 
   (iv)In
the event of the occurrence of any of the events specified in clause (ii)
above, the Company will promptly make available to the Trustee a reasonable
supply of certificated Debentures in definitive, fully registered form, without
interest coupons.  (v)Neither
any members of, or participants in, the Depositary (Agent Members) nor any other
Persons on whose behalf Agent Members may act shall have any rights under this
Indenture with respect to any Global Debenture registered in the name of the
Depositary or any nominee thereof, and the Depositary or such nominee, as the
case may be, may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner and holder of such Global
Debenture for all purposes whatsoever. 
Notwithstanding the foregoing, nothing herein shall prevent the Company,
the Trustee or any agent of the Company or the Trustee from giving effect to
any written certification, proxy or other authorization furnished by the
Depositary or such nominee, as the case may be, or impair, as between the
Depositary, its Agent Members and any other Person on whose behalf an Agent
Member may act, the operation of customary practices of such Persons governing
the exercise of the rights of a holder of any Debenture.  (vi)At
such time as all interests in a Global Debenture have been redeemed,
repurchased, converted, canceled or exchanged for Debentures in certificated
form, such Global Debenture shall, upon receipt thereof, be canceled by the
Trustee in accordance with standing procedures and instructions existing
between the Depositary and the Custodian. 
At any time prior to such cancellation, if any interest in a Global
Debenture is redeemed, repurchased, converted, canceled or exchanged for Debentures
in certificated form, the principal amount of such Global Debenture shall, in
accordance with the standing procedures and instructions existing between the
Depositary and the Custodian, be appropriately reduced, and an endorsement
shall be made on such Global Debenture, by the Trustee or the Custodian, at the
direction of the Trustee, to reflect such reduction.  (c)Every
Debenture that bears or is required under this Section 2.05(c) to bear the
legend set forth in this Section 2.05(c) (together with any Common Stock
issued upon conversion of the Debentures and required to bear the legend set
forth in Section 2.05(c), collectively, the Restricted Securities) shall
be subject to the restrictions on transfer set forth in this
Section 2.05(c) (including those set forth in the legend below) unless
such restrictions on transfer shall be waived by written consent of the
Company, and the holder of each such Restricted Security, by such Debenture
holders acceptance thereof, agrees to be bound by all such restrictions on
transfer.  As used in Section 2.05(c)
and 2.05(d), the term transfer encompasses any sale, pledge,
loan, transfer or other disposition whatsoever of any Restricted Security or
any interest therein.  17 
   Until the expiration of the holding period applicable to sales thereof
under Rule 144(k) under the Securities Act (or any successor provision), any
certificate evidencing such Debenture (and all securities issued in exchange
therefor or substitution thereof) and the Common Stock, if any, issued upon
conversion thereof, shall bear a legend in substantially the following form,
unless such Debenture or Common Stock has been sold pursuant to a registration
statement that has been declared effective under the Securities Act (and that
continues to be effective at the time of such transfer) or pursuant to Rule 144
under the Securities Act or any similar provision then in force, or unless
otherwise agreed by the Company in writing, with written notice thereof to the
Trustee:  THIS SECURITY AND THE SHARES OF COMMSCOPE, INC. (THE COMPANY) COMMON
STOCK (COMMON STOCK) ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT),
OR ANY STATE SECURITIES LAWS.  NEITHER
THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION.  THE HOLDER OF
THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE RESALE RESTRICTION TERMINATION
DATE) THAT IS TWO YEARS AFTER THE LATER OF THE LAST DATE ON WHICH THE 1.00%
CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2024 OF THE COMPANY WERE
ORIGINALLY ISSUED AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF
THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH
SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS
THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (D)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE RIGHTS OF THE COMPANY AND THE WITHIN  18 
   MENTIONED TRUSTEE PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE
FOREGOING CASES, WHERE REGISTRATION OR TRANSFER OF THIS SECURITY IS REQUIRED, A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS
SECURITY COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND
WILL BE REMOVED AFTER THE RESALE RESTRICTION TERMINATION DATE UPON THE REQUEST
OF THE HOLDER AND THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATES AND/OR
OTHER INFORMATION SATISFACTORY TO THE COMPANY.  Any Debenture (or security
issued in exchange or substitution therefor) or such Common Stock as to which
such restrictions on transfer shall have expired in accordance with their terms
or as to conditions for removal of the foregoing legend set forth therein have
been satisfied may, upon surrender of such Debenture or certificates
representing such shares of Common Stock for exchange to the Debenture
Registrar or transfer agent of the Common Stock in accordance with the
provisions of this Section 2.05, be exchanged for a new Debenture or
Debentures, of like tenor and aggregate principal amount, or certificates
representing a like number of shares of Common Stock that shall not bear the
restrictive legend required by this Section 2.05(c).  If the Restricted Security surrendered for
exchange is represented by a Global Debenture bearing the legend set forth in
this Section 2.05(c), the principal amount of the legended Global
Debenture shall be reduced by the appropriate principal amount and the
principal amount of a Global Debenture without the legend set forth in this
Section 2.05(c) shall be increased by an equal principal amount.  If a Global Debenture without the legend set
forth in this Section 2.05(c) is not then Outstanding, the Company shall
execute and the Trustee shall authenticate and deliver an unlegended Global
Debenture to the Depositary.  (d)Any
Debenture or Common Stock issued upon the conversion of a Debenture that, prior
to the expiration of the holding period applicable to sales thereof under Rule
144(k) under the Securities Act (or any successor provision), is purchased or
owned by the Company or any Affiliate thereof may not be resold by the Company
or such Affiliate unless registered under the Securities Act or resold pursuant
to an exemption from the registration requirements of the Securities Act in a
transaction that results in such Debentures or Common Stock, as the case may
be, no longer being Restricted Securities (as defined under
Rule 144).  (e)The
Company and the Trustee shall have no responsibility or obligation to any Agent
Members or any other Person with respect to the accuracy of the books or
records, or the acts or omissions, of the Depositary or its nominee  19 
   or of any participant or member thereof, with respect to any ownership
interest in the Debentures, with respect to performance by the Depositary or
any Agent Members of their respective obligations under the rules and
procedures governing their operations or with respect to the delivery to any
Agent Member or other Person (other than the Depositary) of any notice (including
any notice of redemption) or the payment of any amount, under or with respect
to such Debentures.  All notices and
communications to be given to the Debentureholder and all payments to be made
to Debentureholders under the Debentures shall be given or made only to or upon
the order of the registered Debentureholders (which shall be the Depositary or
its nominee in the case of a Global Debenture).  The rights of beneficial owners in any Global Debenture shall be
exercised only through the Depositary subject to the customary procedures of
the Depositary.  The Company and the
Trustee may rely and shall be fully protected in relying upon information
furnished by the Depositary with respect to its Agent Members.  The Company and 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
Debenture (including any transfers between or among Agent Members in any Global
Indenture) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and
when expressly required by, the terms of this Indenture, and to examine the same
to determine substantial compliance as to form with the express requirements
hereof.  Section 2.06.  Mutilated, Destroyed, Lost or Stolen
Debentures.In case any
Debenture shall become mutilated or be destroyed, lost or stolen, the Company
in its discretion may execute, and upon its written request the Trustee or an
authenticating agent appointed by the Trustee shall authenticate and make
available for delivery, a new Debenture, bearing a number not contemporaneously
Outstanding, in exchange and substitution for the mutilated Debenture, or in
lieu of and in substitution for the Debenture so destroyed, lost or
stolen.  In every case, the applicant
for a substituted Debenture shall furnish to the Company, to the Trustee and,
if applicable, to such authenticating agent such security or indemnity as may
be required by them to save each of them harmless for any loss, liability, cost
or expense caused by or connected with such substitution, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company, to
the Trustee and, if applicable, to such authenticating agent evidence to their
satisfaction of the destruction, loss or theft of such Debenture and of the
ownership thereof.  Following receipt by the
Trustee or such authenticating agent, as the case may be, of satisfactory
security or indemnity and evidence, as described in the preceding paragraph,
the Trustee or such authenticating agent may authenticate any such substituted
Debenture and make available for delivery such Debenture. Upon the issuance of
any substituted Debenture, the Company may require the payment by the holder of
a sum sufficient to cover any tax, assessment or other  20 
   governmental charge that may be imposed in relation thereto and any
other expenses connected therewith.  In
case any Debenture that has matured or is about to mature or has been called
for redemption or has been tendered for redemption upon a Designated Event (and
not withdrawn) or has been surrendered for repurchase on a Repurchase Date (and
not withdrawn) or is to be converted into Common Stock shall become mutilated
or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Debenture, pay or authorize the payment of or convert or authorize
the conversion of the same (without surrender thereof except in the case of a
mutilated Debenture), as the case may be, if the applicant for such payment or
conversion shall furnish to the Company, to the Trustee and, if applicable, to
such authenticating agent such security or indemnity as may be required by them
to save each of them harmless for any loss, liability, cost or expense caused
by or in connection with such substitution, and, in every case of destruction,
loss or theft, the applicant shall also furnish to the Company, the Trustee
and, if applicable, any paying agent or conversion agent evidence to their
satisfaction of the destruction, loss or theft of such Debenture and of the
ownership thereof.  Every substitute Debenture
issued pursuant to the provisions of this Section 2.06 by virtue of the
fact that any Debenture is destroyed, lost or stolen shall constitute an
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Debenture shall be found at any time, and shall be entitled to
all the benefits of (but shall be subject to all the limitations set forth in)
this Indenture equally and proportionately with any and all other Debentures
duly issued hereunder.  To the extent
permitted by law, all Debentures shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the
replacement or payment or conversion or redemption or repurchase of mutilated,
destroyed, lost or stolen Debentures and shall preclude any and all other
rights or remedies notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement or payment or
conversion or redemption or repurchase of negotiable instruments or other securities
without their surrender.  Section 2.07.Temporary
Debentures.Pending the
preparation of Debentures in certificated form, the Company may execute and the
Trustee or an authenticating agent appointed by the Trustee shall, upon the
written request of the Company, authenticate and deliver temporary Debentures
(printed or lithographed).  Temporary
Debentures shall be issuable in any authorized denomination, and substantially
in the form of the Debentures in certificated form, but with such omissions, insertions
and variations as may be appropriate for temporary Debentures, all as may be
determined by the Company.  Every such
temporary Debenture shall be executed by the Company and authenticated by the
Trustee or such authenticating agent upon the same conditions and in
substantially the same manner, and with the same effect, as the Debentures in
certificated form. Without unreasonable delay, the Company will execute and
deliver to the Trustee or such authenticating agent Debentures in certificated
form and thereupon any or  21 
   all temporary Debentures may be surrendered in exchange therefor, at
each office or agency maintained by the Company pursuant to Section 6.02
and the Trustee or such authenticating agent shall authenticate and make
available for delivery in exchange for such temporary Debentures an equal
aggregate principal amount of Debentures in certificated form.  Such exchange shall be made by the Company
at its own expense and without any charge therefor.  Until so exchanged, the temporary Debentures shall in all
respects be entitled to the same benefits and subject to the same limitations
under this Indenture as Debentures in certificated form authenticated and
delivered hereunder.  Section 2.08.  Cancellation of
Debentures.All Debentures
surrendered for the purpose of payment, redemption, repurchase, conversion,
exchange or registration of transfer shall, if surrendered to the Company or
any paying agent or any Debenture Registrar or any conversion agent, be
surrendered to the Trustee and promptly canceled by it, or, if surrendered to
the Trustee, shall be promptly canceled by it, and no Debentures shall be
issued in lieu thereof except as expressly permitted by any of the provisions
of this Indenture.  The Trustee shall
dispose of such canceled Debentures in accordance with its customary
procedures.  If the Company shall
acquire any of the Debentures, such acquisition shall not operate as a
redemption, repurchase or satisfaction of the indebtedness represented by such
Debentures unless and until the same are delivered to the Trustee for
cancellation.  Section 2.09.CUSIP
Numbers.The Company in
issuing the Debentures may use CUSIP numbers (if then generally in use),
and, if so, the Trustee shall use CUSIP numbers in notices of redemption as
a convenience to Debentureholders;provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Debentures or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Debentures, and any such redemption shall not be affected by any defect in
or omission of such numbers.  The
Company will promptly notify the Trustee of any change in the CUSIP
numbers.  ARTICLE 3
REDEMPTION AND REPURCHASE OF DEBENTURES  Section 3.01.  Redemption of
Debentures.The Company may
not redeem any Debentures prior to March 20, 2009.  On or after March 20, 2009, and prior
to maturity, the Debentures may be redeemed at any time or from time to time at
the option of the Company, in whole or in part.  Upon any redemption pursuant to this Section 3.01, the
Company shall provide the notice required by Section 3.02 hereof (which
notice may be revoked at any time prior to the time at which the Company or the
Trustee, as the case may be, has given such notice to Debentureholders) and
shall pay a redemption price in cash equal to 100% of the  22 
   principal amount of the Debentures being redeemed, together with
accrued and unpaid Interest to, but excluding, the date fixed for redemption; provided
that if the date fixed for redemption falls after a record date and on or prior
to the corresponding interest payment date, then the Interest payable on such
interest payment date shall be paid to the holders of record of the Debentures
on the applicable record date instead of the holders surrendering the
Debentures for redemption.  Section 3.02.  Notice of Optional
Redemption;Selection of Debentures.In case the Company shall desire to exercise the right
to redeem all or, as the case may be, any part of the Debentures pursuant to
Section 3.01, it shall fix a date for redemption and it or, at its written
request (which may be revoked at any time prior to the time on which the
Trustee has given notice to the holders of the Debentures) received by the
Trustee not fewer than forty-five (45) days prior (or such shorter period of
time as may be acceptable to the Trustee) to the date fixed for redemption, the
Trustee in the name of and at the expense of the Company, shall mail or cause
to be mailed a notice of such redemption not fewer than thirty (30) nor more
than sixty (60) days prior to the redemption date to each holder of Debentures
so to be redeemed as a whole or in part at its last address as the same appears
on the Debenture Register;provided that if the Company shall give
such notice, it shall also give written notice of the redemption date to the
Trustee.  Such mailing shall be by first
class mail.  The notice, if mailed in
the manner herein provided, shall be conclusively presumed to have been duly
given, whether or not the holder receives such notice.  In any case, failure to give such notice by
mail or any defect in the notice to the holder of any Debenture designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Debenture.  Concurrently with the mailing of any such
notice of redemption, the Company shall issue a press release announcing such
redemption, the form and content of which press release shall be determined by
the Company in its sole discretion.  The
failure to issue any such press release or any defect therein shall not affect
the validity of the redemption notice or any of the proceedings for the
redemption of any Debenture called for redemption.  Each such notice of redemption
shall specify the aggregate principal amount of Debentures to be redeemed, the
CUSIP number or numbers of the Debentures being redeemed, the date fixed for
redemption (which shall be a Business Day), the redemption price at which
Debentures are to be redeemed, the place or places of payment, that payment
will be made upon presentation and surrender of such Debentures, that Interest
accrued and unpaid to the date fixed for redemption will be paid as specified
in said notice, and that on and after said date Interest thereon or on the
portion thereof to be redeemed will cease to accrue.  Such notice shall also state the current Conversion Rate and the
date on which the right to convert such Debentures or portions thereof into
Common Stock will expire.  If fewer than
all the Debentures are to be redeemed, the notice of redemption shall identify
the Debentures to be redeemed (including CUSIP numbers, if any).  In case any Debenture is to be redeemed in
part only, the notice  23 
   of redemption shall state the portion of the principal amount thereof
to be redeemed and shall state that, on and after the redemption date, upon
surrender of such Debenture, a new Debenture or Debentures in principal amount
equal to the unredeemed portion thereof will be issued.  On or prior to the redemption
date specified in the notice of redemption given as provided in this
Section 3.02, the Company will deposit with the Trustee or with one or
more paying agents (or, if the Company is acting as its own paying agent, set
aside, segregate and hold in trust as provided in Section 6.04) an amount
of money in immediately available funds sufficient to redeem on the redemption
date all the Debentures (or portions thereof) so called for redemption (other
than those theretofore surrendered for conversion into Common Stock) at the
appropriate redemption price, together with accrued and unpaid Interest to, but
excluding, the redemption date;provided that if such payment is made on
the redemption date it must be received by the Trustee or paying agent, as the
case may be, by 10:00 a.m. New York City time on such date.  The Company shall be entitled to retain any
interest, yield or gain on amounts deposited with the Trustee or any paying
agent pursuant to this Section 3.02 in excess of amounts required hereunder
to pay the redemption price and accrued and unpaid Interest to, but excluding,
the redemption date.  If any Debenture
called for redemption is converted pursuant hereto prior to such redemption
date, any money deposited with the Trustee or any paying agent or so segregated
and held in trust for the redemption of such Debenture shall be paid to the
Company upon its written request, or, if then held by the Company, shall be
discharged from such trust.  Whenever
any Debentures are to be redeemed, the Company will give the Trustee written
notice in the form of an Officers Certificate not fewer than forty-five (45)
days (or such shorter period of time as may be acceptable to the Trustee) prior
to the redemption date as to the aggregate principal amount of Debentures to be
redeemed.  If less than all of the
Outstanding Debentures are to be redeemed, the Trustee shall select the
Debentures or portions thereof of the Global Debenture or the Debentures in
certificated form to be redeemed (in principal amounts of $1,000 or multiples
thereof) by lot, on a pro rata basis or by another method the Trustee deems
fair and appropriate.  If any Debenture
selected for partial redemption is submitted for conversion in part after such
selection, the portion of such Debenture submitted for conversion shall be
deemed (so far as may be possible) to be the portion to be selected for
redemption.  The Debentures (or portions
thereof) so selected shall be deemed duly selected for redemption for all
purposes hereof, notwithstanding that any such Debenture is submitted for conversion
in part before the mailing of the notice of redemption.  Upon any redemption of less
than all of the Outstanding Debentures, the Company and the Trustee may (but
need not), solely for purposes of determining the pro rata allocation among
such Debentures as are unconverted and Outstanding at the time of redemption,
treat as Outstanding any Debentures surrendered for conversion during the
period of fifteen (15) days next preceding  24 
   the mailing of a notice of redemption and may (but need not) treat as
Outstanding any Debenture authenticated and delivered during such period in
exchange for the unconverted portion of any Debenture converted in part during
such period.  Section 3.03.Payment of
Debentures Called For Redemption by the Company.If notice of redemption has been given as provided in
Section 3.02, the Debentures or portion of Debentures with respect to
which such notice has been given shall, unless converted into Common Stock
pursuant to the terms hereof, become due and payable on the date fixed for
redemption and at the place or places stated in such notice at the applicable
redemption price, together with Interest accrued and unpaid to (but excluding)
the redemption date, and on and after said date (unless the Company shall
default in the payment of such Debentures at the redemption price, together
with Interest accrued to said date) Interest on the Debentures or portion of
Debentures so called for redemption shall cease to accrue and, after the close
of business on the Business Day immediately preceding the redemption date
(unless the Company shall default in the payment of such Debentures at the
redemption price, together with Interest accrued to said date), such Debentures
shall cease to be convertible into Common Stock and, except as provided in
Section 9.05 and Section 15.04, to be entitled to any benefit or
security under this Indenture, and the holders thereof shall have no right in
respect of such Debentures except the right to receive the redemption price
thereof and accrued and unpaid Interest to (but excluding) the redemption date.
On presentation and surrender of such Debentures at a place of payment in said
notice specified, the said Debentures or the specified portions thereof shall
be paid and redeemed by the Company at the applicable redemption price,
together with Interest accrued and unpaid thereon to, but excluding, the
redemption date.  Upon presentation of any
Debenture redeemed in part only, the Company shall execute and the Trustee
shall authenticate and make available for delivery to the holder thereof, at
the expense of the Company, a new Debenture or Debentures, of authorized
denominations, in principal amount equal to the unredeemed portion of the
Debentures so presented.  Notwithstanding the foregoing,
the Trustee shall not redeem any Debentures or mail any notice of redemption
during the continuance of a default in payment of Interest on the Debentures.  Section 3.04.  Conversion
Arrangement on Call for Redemption.In
connection with any redemption of Debentures, the Company may arrange for the
purchase and conversion of any Debentures by an agreement with one or more
investment banks or other purchasers to purchase such Debentures by paying to
the Trustee in trust for the Debentureholders, on or before the date fixed for
redemption, an amount not less than the applicable redemption price, together
with Interest accrued and unpaid to, but excluding, the date fixed for
redemption, of such Debentures. 
Notwithstanding anything to the contrary contained in this
Article 3, the obligation of the Company to pay the redemption price of
such Debentures, together with Interest accrued and unpaid to, but excluding,
the date  25 
   fixed for redemption, shall be deemed to be satisfied and discharged to
the extent such amount is so paid by such purchasers.  If such an agreement is entered into, a copy of which will be
filed with the Trustee prior to the date fixed for redemption, any Debentures
not duly surrendered for conversion by the holders thereof may, at the option
of the Company, be deemed, to the fullest extent permitted by law, acquired by
such purchasers from such holders and (notwithstanding anything to the contrary
contained in Article 17) surrendered by such purchasers for conversion,
all as of immediately prior to the close of business on the date fixed for
redemption (and the right to convert any such Debentures shall be extended
through such time), subject to payment of the above amount as aforesaid.  At the direction of the Company, the Trustee
shall hold and dispose of any such amount paid to it in the same manner as it
would monies deposited with it by the Company for the redemption of
Debentures.  Without the Trustees prior
written consent, no arrangement between the Company and such purchasers for the
purchase and conversion of any Debentures shall increase or otherwise affect
any of the powers, duties, responsibilities or obligations of the Trustee as
set forth in this Indenture.  Section 3.05.Repurchase
at Option of Holders Upon a Designated Event.(a)  If there shall
occur a Designated Event at any time prior to maturity of the Debentures, then
each Debentureholder shall have the right, at such holders option, to require
the Company to repurchase all of such holders Debentures, or any portion
thereof that is a multiple of $1,000 principal amount, on a date designated by
the Company (the Designated Event Repurchase Date) that is
not less than twenty (20) nor more than thirty-five (35) Business Days after
the date of the Designated Event Notice (as defined in Section 3.05(b))
for such Designated Event (or, if such day is not a Business Day, the next
succeeding Business Day) at a repurchase price equal to 100% of the principal
amount thereof, together with accrued and unpaid Interest to, but excluding,
the Designated Event Repurchase Date;provided that if such Designated Event
Repurchase Date falls after a record date and on or prior to the corresponding
interest payment date, then the Interest payable on such interest payment date
shall be paid to the holders of record of the Debentures on the applicable
record date instead of the holders surrendering the Debentures for repurchase.  (b)On
or before the 20th day after the occurrence of a Designated Event, the Company
or at its written request (which must be received by the Trustee at least five
(5) Business Days prior to the date the Trustee is requested to give notice as
described below, unless the Trustee shall agree in writing to a shorter
period), the Trustee, in the name of and at the expense of the Company, shall
mail or cause to be mailed to all holders of record on the date of the
Designated Event a notice (the Designated Event Notice) of the occurrence
of such Designated Event and of the repurchase right at the option of the
holders arising as a result thereof. 
Such notice shall be mailed in the manner and with the effect set forth
in the first paragraph of Section 3.02 (without regard for the time limits
set forth therein).  If the Company
shall give such notice, the Company  26 
   shall also deliver a copy of the Designated Event Company Notice to the
Trustee at such time as it is mailed to Debentureholders.  Concurrently with the mailing of any
Designated Event Notice, the Company shall issue a press release announcing
such Designated Event referred to in the Designated Event Notice, the form and
content of which press release shall be determined by the Company in its sole
discretion, or (at the Companys sole election) the Company may publish such
information on its website or through such other public medium as the Company
shall use at such time.  The failure to
issue any such press release or otherwise publish such information or any
defect therein shall not affect the validity of the Designated Event Notice or
any proceedings for the repurchase of any Debenture that any Debentureholder
may elect to have the Company repurchase as provided in this Section 3.05.  Each Designated Event Notice
shall specify the circumstances constituting the Designated Event, the
Designated Event Repurchase Date, the price at which the Company shall be
obligated to repurchase Debentures, that the holder must exercise the
repurchase right on or prior to 5:00 p.m., New York City time, on the
Designated Event Repurchase Date (the Designated Event Expiration Time), that
the holder shall have the right to withdraw any Debentures surrendered prior to
the Designated Event Expiration Time, if the Debentures are then convertible,
that Debentures as to which an Option to Elect Repurchase Upon a Designated
Event has been given may be converted only if the Option to Elect Repurchase
Upon a Designated Event is withdrawn in accordance with the terms of this
Indenture, a description of the procedure that a Debentureholder must follow to
exercise such repurchase right and to withdraw any surrendered Debentures, the
place or places where the holder is to surrender such holders Debentures, the
amount of Interest accrued and unpaid on each Debenture to the Designated Event
Repurchase Date and the CUSIP number or numbers of the Debentures (if then
generally in use).  No failure of the Company to
give the foregoing notices and no defect therein shall limit the
Debentureholders repurchase rights or affect the validity of the proceedings
for the repurchase of the Debentures pursuant to this Section 3.05.  (c)Repurchases
of Debentures under this Section 3.05 shall be made, at the option of the
holder thereof, upon:  (i)delivery
to the Trustee (or other paying agent appointed by the Company) by a holder of
a duly completed and executed notice (the Option to Elect Repurchase Upon a Designated Event)
in the form set forth on the reverse of the Debenture prior to the Designated
Event Expiration Time; and  (ii)delivery
or book-entry transfer of the Debentures to the Trustee (or other paying agent
appointed by the Company) at any time simultaneous with or after delivery of
the Option to Elect Repurchase  27 
   Upon a
Designated Event (together with all necessary endorsements) at the Corporate
Trust Office of the Trustee (or other paying agent appointed by the Company) in
the Borough of Manhattan as provided in Section 6.02, such delivery being
a condition to receipt by the holder of the repurchase price therefor; provided
that such repurchase price shall be so paid pursuant to this Section 3.05
only if the Debenture so delivered to the Trustee (or other paying agent
appointed by the Company) shall conform in all respects to the description
thereof in the related Option to Elect Repurchase Upon a Designated Event.  The Company shall purchase from
the holder thereof, pursuant to this Section 3.05, a portion of a Debenture,
if the principal amount of such portion is $1,000 or a whole multiple of
$1,000.  Provisions of this Indenture
that apply to the purchase of all of a Debenture also apply to the purchase of
such portion of such Debenture.  Upon presentation of any Debenture
repurchased in part only, the Company shall execute and, upon the Companys
written direction to the Trustee, the Trustee shall authenticate and make
available for delivery to the holder thereof, at the expense of the Company, a
new Debenture or Debentures, of authorized denominations, in aggregate
principal amount equal to the unredeemed portion of the Debentures presented.  Notwithstanding anything herein
to the contrary, any holder delivering to the Trustee (or other paying agent
appointed by the Company) the Option to Elect Repurchase Upon a Designated
Event contemplated by this Section 3.05 shall have the right to withdraw
such Option to Elect Repurchase Upon a Designated Event at any time prior to
the Designated Event Expiration Time by delivery of a written notice of
withdrawal to the Trustee (or other paying agent appointed by the Company) in
accordance with Section 3.05(d) below. 
Debentures in respect of which an Option to Elect Repurchase Upon a
Designated Event has been given by the holder thereof may not be converted
pursuant to Article 17 hereof on or after the date of the delivery of such
Option to Elect Repurchase Upon a Designated Event unless such Option to Elect
Repurchase Upon a Designated Event has first been validly withdrawn.  The Trustee (or other paying
agent appointed by the Company) shall promptly notify the Company of the
receipt by it of any Option to Elect Repurchase Upon a Designated Event or
written notice of withdrawal thereof.  For a Debenture, other than a
Global Debenture to be so repurchased at the option of the holder, the Company
must receive at the office or agency of the Company maintained for that purpose
or, at the option of such holder, the Corporate Trust Office, such Debenture
with the form entitled Option to Elect Repurchase Upon A Designated Event
on the reverse thereof duly completed, together with such Debentures duly
endorsed for transfer, on or before the Designated Event Expiration Time.  All questions as to the validity,
eligibility  28 
   (including time of receipt) and acceptance of any Debenture for
repurchase shall be determined by the Company, whose determination shall be
final and binding absent manifest error.  (d)An
Option to Elect Repurchase Upon a Designated Event may be withdrawn by means of
a written notice of withdrawal delivered to the office of the Trustee (or other
paying agent appointed by the Company) in accordance with the Option to Elect
Repurchase Upon a Designated Event at any time prior to the Designated Event
Expiration Time, specifying:  (i)the
certificate number, if any, of the Debenture in respect of which such notice of
withdrawal is being submitted, or the appropriate Depositary information if the
Debenture in respect of which such notice of withdrawal is being submitted is
represented by a Global Debenture,  (ii)the
principal amount of the Debenture with respect to which such notice of
withdrawal is being submitted, and  (iii)the
principal amount, if any, of such Debenture that remains subject to the
original Option to Elect Repurchase Upon a Designated Event and that has been
or will be delivered for purchase by the Company.  (e)On
or prior to the Designated Event Repurchase Date, the Company shall deposit
with the Trustee or with one or more paying agents (or, if the Company is
acting as its own paying agent, set aside, segregate and hold in trust as
provided in Section 6.04) an amount of money sufficient to repurchase on
the Designated Event Repurchase Date all the Debentures to be repurchased on
such date at the appropriate repurchase price, together with accrued and unpaid
Interest to, but excluding, the Designated Event Repurchase Date;provided
that if such payment is made on the Designated Event Repurchase Date it must be
received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New
York City time, on such date. Payment for Debentures surrendered for repurchase
(and not withdrawn) prior to the Designated Event Expiration Time will be made
promptly (but in no event more than five (5) Business Days) following the later
of (x) Designated Event Repurchase Date, and (y) the time of book-entry
transfer or delivery of the Debenture surrendered for repurchase, by (i)
mailing checks for the amount payable to the holders of such Debentures
entitled thereto as they shall appear in the Debenture Register or (ii) on any
Global Debenture by wire transfer of immediately available funds to the account
of the Depositary or its nominee.  If on the Business Day
following the Designated Event Repurchase Date the Trustee (or other paying
agent appointed by the Company) holds money sufficient to repurchase all the
Debentures or portions thereof that are to be purchased as of the Designated
Event Repurchase Date, then as of the Designated Event Repurchase Date (i) the
Debentures will cease to be Outstanding, (ii) Interest on the Debentures will
cease to accrue, and (iii) all other rights of the  29 
   holders of such Debentures will terminate, whether or not book-entry
transfer of the Debentures has been made or the Debentures have been delivered
to the Trustee or paying agent, other than the right to receive the repurchase
price upon delivery of the Debentures.  (f)[Reserved].  (g)The
Company will comply with the provisions of Rule 13e-4, Rule 14e-1 and any other
tender offer rules under the Exchange Act to the extent applicable and file a
Schedule TO or any other required schedule or form under the Exchange
Act to the extent then applicable in connection with the repurchase rights of
the holders of Debentures in the event of a Designated Event.  Section 3.06.Repurchase of Debentures by the Company at
Option of the Holder.Debentures
shall be purchased by the Company pursuant to the terms of the Debentures at
the option of the holder on each of March 20, 2009, March 15, 2014,
and March 15, 2019 (each a Repurchase Date), at a purchase price of
100% of the principal amount, plus any accrued and unpaid Interest to, but
excluding, the Repurchase Date. 
Repurchases of Debentures under this Section 3.06 shall be made, at
the option of the holder thereof, upon:  (a)delivery
to the Trustee (or other paying agent appointed by the Company) by a holder of
a duly completed notice (the Repurchase Notice) in the form set forth
on the reverse of the Debenture during the period beginning at any time from
the opening of business on the date that is twenty (20) Business Days prior to
the Repurchase Date until the close of business on the Repurchase Date; and  (b)delivery
or book-entry transfer of the Debentures to the Trustee (or other paying agent
appointed by the Company) at any time after delivery of the Repurchase Notice
(together with all necessary endorsements) at the Corporate Trust Office of the
Trustee (or other paying agent appointed by the Company) in the Borough of
Manhattan as provided in Section 6.02, such delivery being a condition to
receipt by the holder of the purchase price therefor;provided that such purchase
price shall be so paid pursuant to this Section 3.06 only if the Debenture
so delivered to the Trustee (or other paying agent appointed by the Company)
shall conform in all respects to the description thereof in the related
Repurchase Notice.  The Company shall purchase from
the holder thereof, pursuant to this Section 3.06, a portion of a
Debenture, if the principal amount of such portion is $1,000 or a whole
multiple of $1,000.  Provisions of this
Indenture that apply to the purchase of all of a Debenture also apply to the
purchase of such portion of such Debenture.  Any purchase by the Company
contemplated pursuant to the provisions of this Section 3.06 shall be
consummated by the delivery of the consideration to be  30 
   received by the holder promptly following the later of the Repurchase
Date and the time of the book-entry transfer or delivery of the Debenture.  Notwithstanding anything herein
to the contrary, any holder delivering to the Trustee (or other paying agent
appointed by the Company) the Repurchase Notice contemplated by this
Section 3.06 shall have the right to withdraw such Repurchase Notice at
any time prior to 5:00 p.m., New York City time, on the Repurchase Date by
delivery of a written notice of withdrawal to the Trustee (or other paying
agent appointed by the Company) in accordance with Section 3.08.  The Trustee (or other paying
agent appointed by the Company) shall promptly notify the Company of the
receipt by it of any Repurchase Notice or written notice of withdrawal thereof.  Section 3.07.Company Repurchase Notice.  (a)The
Debentures to be repurchased on the Repurchase Date pursuant to
Section 3.06 will be paid for in cash.  At least three (3) Business
Days before the Company Repurchase Notice Date, the Company shall deliver an
Officers Certificate to the Trustee specifying:  (i)the
information required by Section 3.07(b) in the Company Repurchase Notice,
and  (ii)whether
the Company desires the Trustee to give the Company Repurchase Notice required
by Section 3.07(b).  (b)In
connection with any repurchase of Debentures, the Company shall, no less than
twenty (20) Business Days prior to the Repurchase Date (the Company
Repurchase Notice Date), give notice to holders at their addresses
shown in the Debenture Register setting forth information specified in this
Section 3.07(b) (the Company Repurchase Notice).  The Company will also give notice to
beneficial owners as required by applicable law.  The Company Repurchase Notice
shall:  (1)state the repurchase
price and the Repurchase Date to which the Company Repurchase Notice relates;  (2)include a form of
Repurchase Notice;  (3)state the name and
address of the Trustee (or other paying agent or conversion agent appointed by
the Company);  (4)state that Debentures
must be surrendered to the Trustee (or other paying agent appointed by the
Company) to collect the purchase price;  31 
   (5)if the Debentures are
then convertible, state that Debentures as to which a Repurchase Notice has
been given may be converted only if the Repurchase Notice is withdrawn in
accordance with the terms of this Indenture; and  (6)state the CUSIP
number of the Debentures.  The Company Repurchase Notice may be given by the Company or, at the
Companys request, the Trustee shall give such Company Repurchase Notice in the
Companys name and at the Companys expense.  (c)The
Company will comply with the provisions of Rule 13e-4, Rule 14e-1 and any other
tender offer rules under the Exchange Act to the extent applicable and file a
Schedule TO or any other required schedule or form under the Exchange
Act to the extent applicable in connection with the repurchase rights of the
holders of Debentures.  Section 3.08.Effect of
Repurchase Notice.Upon
receipt by the Trustee (or other paying agent appointed by the Company) of the
Repurchase Notice specified in Section 3.06, the holder of the Debenture
in respect of which such Repurchase Notice was given shall (unless such
Repurchase Notice is validly withdrawn) thereafter be entitled to receive
solely the purchase price with respect to such Debenture.  Such purchase price shall be paid to such
holder, subject to receipt of funds and/or Debentures by the Trustee (or other
paying agent appointed by the Company), promptly following the later of (x) the
Repurchase Date with respect to such Debenture (provided the holder has
satisfied the conditions in Section 3.06) and (y) the time of delivery of
such Debenture to the Trustee (or other paying agent appointed by the Company)
by the holder thereof in the manner required by Section 3.06.  Debentures in respect of which a Repurchase
Notice has been given by the holder thereof may not be converted pursuant to
Article 17 hereof on or after the date of the delivery of such Repurchase
Notice unless such Repurchase Notice has first been validly withdrawn.  A Repurchase Notice may be
withdrawn by means of a written notice of withdrawal delivered to the office of
the Trustee (or other paying agent appointed by the Company) in accordance with
the Repurchase Notice at any time prior to 5:00 p.m., New York City time, on
the Repurchase Date, specifying:  (a)the
certificate number, if any, of the Debenture in respect of which such notice of
withdrawal is being submitted, or the appropriate Depositary information if the
Debenture in respect of which such notice of withdrawal is being submitted is
represented by a Global Debenture,  (b)the
principal amount of the Debenture with respect to which such notice of withdrawal
is being submitted, and  32 
   (c)the
principal amount, if any, of such Debenture that remains subject to the
original Repurchase Notice and that has been or will be delivered for purchase
by the Company.  Section 3.09. Deposit of
Purchase Price.(a)  On or prior to the Repurchase Date, the
Company will deposit with the Trustee or with one or more paying agents (or, if
the Company is acting as its own paying agent, set aside, segregate and hold in
trust as provided in Section 6.04) an amount of money sufficient to pay
the aggregate purchase price of all the Debentures or portions thereof that are
to be purchased as of the Repurchase Date; provided that if such payment is made on
the Repurchase Date it must be received by the Trustee or paying agent, as the
case may be, by 10:00 a.m. New York City time, on such date.  (b)If
on the Business Day following the Repurchase Date the Trustee or other paying
agent appointed by the Company, or the Company if the Company is acting as the
paying agent, holds cash sufficient to pay the aggregate purchase price of all
the Debentures, or portions thereof that are to be purchased as of the
Repurchase Date, then as of the Repurchase Date (i) the Debentures will cease
to be Outstanding, (ii) Interest on the Debentures will cease to accrue, and
(iii) all other rights of the holders of such Debentures will terminate,
whether or not book-entry transfer of the Debentures has been made or the
Debentures have been delivered to the Trustee or paying agent, other than the
right to receive the repurchase price upon delivery of the Debentures.  Section 3.10.  Debentures
Repurchased in Part.Upon
presentation of any Debenture repurchased only in part, the Company shall
execute and the Trustee shall authenticate and make available for delivery to
the holder thereof, at the expense of the Company, a new Debenture or
Debentures, of any authorized denomination, in aggregate principal amount equal
to the unrepurchased portion of the Debentures presented.  Section 3.11.Repayment to
the Company.The Trustee (or
other paying agent appointed by the Company) shall return to the Company any
cash that remains unclaimed as provided in Section 12 of the Debentures,
together with Interest, if any, thereon, held by them for the payment of the
repurchase price;provided that to the extent that the aggregate amount of
cash deposited by the Company pursuant to Section 3.02, Section 3.05
and Section 3.09 exceeds the aggregate redemption price or purchase price,
as the case may be, of the Debentures or portions thereof that the Company is
obligated to redeem or purchase as of the redemption date, the Designated Event
Repurchase Date or the Repurchase Date, as the case may be, then, unless
otherwise agreed in writing with the Company, promptly after the Business Day
following the redemption date, the Designated Event Repurchase Date or the
Repurchase Date, as the case may be, the Trustee shall return any such excess
to the Company together with interest, if any, thereon.  33 
   Section 3.12.  Acceleration;
Payments To Debentureholders.In
the event of the acceleration of the Debentures because of an Event of Default,
no payment or distribution shall be made to the Trustee or any holder of Debentures in respect of the principal of
or Interest on the Debentures called for redemption in accordance with
Section 3.02 or the Debentures
submitted for repurchase in accordance with Section 3.05 or
Section 3.06, as the case may be,
as provided in this Indenture, until such acceleration is rescinded in
accordance with the terms of this Indenture.  Section 3.13.  No Sinking
Fund.The Debentures are not
subject to redemption through the operation of any sinking fund.  ARTICLE 4SUBORDINATION OF
DEBENTURES  Section 4.01.  Debentures
Subordinate to Senior Indebtedness.The
Company covenants and agrees, and each holder of a Debenture, whether upon
original issue or upon registration of transfer, assignment or exchange hereof,
by his acceptance thereof, likewise covenants and agrees, that, to the extent
and in the manner hereinafter set forth in this Article 4, the
indebtedness represented by the Debentures and the payment of the principal
amount and Interest on all Debentures and all other amounts and claims owing on
and with respect to each and all of the Debentures (including, but not limited to, the redemption price with respect to the
Debentures called for redemption in accordance with Section 3.02 or the repurchase price with respect to
Debentures submitted for repurchase in accordance with Section 3.05
or Section 3.06, as the case may
be, as provided in this Indenture) and all obligations of the Company
under this Indenture (collectively, the Subordinated Obligations) are hereby
expressly made subordinate and junior in right of payment to the prior payment
in full in cash or other payment satisfactory to the holders of Senior
Indebtedness of all Senior Indebtedness and that said subordination is for the
benefit of the holders of Senior Indebtedness and they and or each of them
severally may enforce such subordination. 
The Debentures will be parri passu
in right of payment to all Senior Subordinated Indebtedness of the Company
and senior in right of payment to all Subordinated Indebtedness of the Company.  Section 4.02.  Payment Over of
Proceeds upon Dissolution, Etc.In
the event of (a) any dissolution, insolvency or bankruptcy case or proceeding,
or any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its
creditors, as such, or to its assets, or (b) any liquidation, dissolution or
other winding up of the Company, whether voluntary or involuntary and whether
or not involving insolvency or bankruptcy, or (c) any assignment for the
benefit of creditors or any other marshaling of assets and liabilities of the
Company, then and in any such event the holders of Senior Indebtedness shall be
entitled to receive payment in full in  34 
   cash or other payment satisfactory to the holders of Senior
Indebtedness of all amounts due or to become due on or in respect of all Senior
Indebtedness before the holders of the Debentures are entitled to receive any payment
or distribution on account of the Subordinated Obligations (except that holders
of Debentures may receive and retain Permitted Junior Securities), and to that
end the holders of Senior Indebtedness or their representative or
representatives or the trustee or trustees under any indenture under which any
instruments evidencing any of such Senior Indebtedness may have been issued,
shall be entitled to receive from the liquidating trustee or agent or other
person making such payment or distribution, whether a trustee in bankruptcy, a
receiver or liquidating trustee or otherwise, ratably according to the
aggregate amounts remaining unpaid on account of the Senior Indebtedness held
or represented by each, to the extent necessary to make payment in full in cash
of all Senior Indebtedness remaining unpaid, for application to the payment
thereof, any payment or distribution of any kind or character, whether in cash,
property or securities, which may be payable or deliverable in respect of the
Subordinated Obligations in any such case, proceeding, dissolution, liquidation
or other winding up or event, assignment or marshalling (except that holders of
Debentures may receive and retain Permitted Junior Securities).  The consolidation of the
Company with, or the merger of the Company into, another Person or the
liquidation or dissolution of the Company following the conveyance or transfer
of its properties and assets substantially as an entirety to another Person
upon the terms and conditions set forth in Article 14 shall not be deemed
a dissolution, winding up, liquidation, reorganization, assignment for the
benefit of creditors or marshaling of assets and liabilities of the Company for
the purposes of this Section 4.02 if the Person formed by such consolidation
or into which the Company is merged or which acquires by conveyance or transfer
such properties and assets substantially as an entirety, as the case may be,
shall, as a part of such consolidation, merger, conveyance or transfer, comply
with the conditions set forth in Article 14.  Section 4.03.  No Payment When
Senior Indebtedness in Default.  (a)The
Company may not make any payment of or distribution with respect to the
Subordinated Obligations nor may the Company acquire, defease or redeem any
Debentures if (i) a payment default on any Senior Indebtedness has occurred and
is continuing with respect thereto (unless and until such payment default shall
have been cured or waived in writing by the holders of such Senior
Indebtedness); or (ii) a default (other than a default referred to in the
preceding clause (i)) on any Senior Indebtedness occurs and is continuing that
permits holders of such Senior Indebtedness to accelerate the maturity thereof
and the default is the subject of judicial proceedings or the Trustee receives
a written notice of default thereof from any person who may give such notice
pursuant to the instrument evidencing or document governing such Senior
Indebtedness (a Senior Indebtedness Default Notice); provided, however, that only
a holder of more than $10,000,000 of Senior Indebtedness (or a representative
of holders who  35 
   collectively hold more than $10,000,000 of Senior Indebtedness) can
provide a Senior Indebtedness Default Notice. If the Company receives a Senior
Indebtedness Default Notice, then a similar notice received within nine months
thereafter relating to the same default on the same issue of Senior
Indebtedness shall not be effective for purposes of this Section 4.03.  The Company may resume payment
on the Debentures and may acquire Debentures if and when (x) the default
referred to in clause (i) or (ii) of the preceding paragraph above is cured or
waived in writing or ceases to exist; or (y) in the case of a default referred
to in clause (ii) of the preceding paragraph, 179 or more days pass after the
receipt by the Company of the Senior Indebtedness Default Notice, and this
Article 4 otherwise permits the payment or acquisition at that time.  Nothing contained in this
Article 4 or elsewhere in this Indenture or in any of the Debentures shall
prevent the conversion by a holder of any Debentures into Common Stock in
accordance with the provisions for conversion of such Debentures set forth in
this Indenture.  (b)In
the event of an acceleration of the Debentures as a result of an Event of
Default, then and in such event the Company shall promptly notify holders of
Senior Indebtedness of such acceleration. The Company may not pay the
Debentures until the earlier of (i) the passage of 120 or more days have passed
after such acceleration occurs or (ii) the payment in full in cash or other
payment satisfactory to the holders of Senior Indebtedness of all Senior
Indebtedness, and may thereafter pay the Debentures if this Article 4 permits
the payment at that time.  (c)In
the event that, notwithstanding the foregoing provisions, any payment or
distribution of any kind or character, whether in cash, property or securities
(including, without limitation, by way of setoff or otherwise), prohibited by
this Article 4, shall be received by the Trustee or the holders of the
Debentures before all Senior Indebtedness is paid in full in cash or other
payment satisfactory to the holders of such Senior Indebtedness, such payment
or distribution shall be held in trust for the benefit of and shall be paid
over or delivered to the holders of Senior Indebtedness or their representative
or representatives, or to the trustee or trustees under any indenture pursuant
to which any instruments evidencing any Senior Indebtedness may have been
issued, as their respective interests may appear for application to the payment
of all Senior Indebtedness remaining unpaid to the extent necessary to pay all
Senior Indebtedness in full in cash or other payment satisfactory to the
holders of such Senior Indebtedness, after giving effect to any concurrent
payment or distribution, or provision therefor, to or for the holders of such
Senior Indebtedness.  Section 4.04.  Payment
Permitted If No Default.Nothing
contained in this Article 4 or any other provision relating to
subordination elsewhere in this Indenture or in any of the Debentures shall
prevent the Company, at any time  36 
   except in the circumstances described in Section 4.02 and
Section 4.03, from making payments at any time of the principal amount of
the Debentures, Interest, the redemption price with respect to the Debentures to be
called for redemption in accordance with Section 3.02 or the repurchase price with respect to
Debentures submitted for repurchase in accordance with Section 3.05
or Section 3.06, as the case may be, as provided in this Indenture.  Section 4.05.  Subrogation to
Rights of Holders of Senior Indebtedness.Subject to the payment in full of all Senior Indebtedness in
cash, and until the Debentures are paid in full, the holders of the Debentures
shall be subrogated (equally and ratably with the holders of all Senior
Subordinated Indebtedness) to the rights of the holders of such Senior
Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness to the extent that payments
and distributions otherwise payable to holders of Debentures have been applied
to the payment of Senior Indebtedness as provided by this Article 4. For
purposes of such subrogation, no payments or distributions to the holders of
the Senior Indebtedness of any cash, property or securities to which the
holders of the Debentures or the Trustee would be entitled, except for the
provisions of this Article 4, and no payments over pursuant to the
provisions of this Article 4 to the holders of Senior Indebtedness by
holders of the Debentures or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Indebtedness and the holders of the
Debentures, be deemed to be a payment or distribution by the Company to or on
account of the Debentures.  Section 4.06.  Provisions Solely To
Define Relative Rights.The
provisions of this Article 4 are and are intended solely for the purpose
of defining the relative rights of the holders of the Debentures on the one
hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article 4 or elsewhere in this Indenture or in the
Debentures is intended to or shall (a) impair, as among the Company, its
creditors other than holders of Senior Indebtedness and the holders of the
Debentures, the obligation of the Company, which is absolute and unconditional
(and which, subject to the rights under this Article 4 of the holders of
Senior Indebtedness, is intended to rank equally with all other general
obligations of the Company), to pay to the holders of the Debentures the
principal amount of the Debentures, Interest, the redemption price with respect to the Debentures to be
called for redemption in accordance with Section 3.02 or the repurchase price with respect to
Debentures submitted for repurchase in accordance with Section 3.05
or Section 3.06, as the case may be, as provided in this Indenture as and
when the same shall become due and payable in accordance with their terms; or
(b) affect the relative rights against the Company of the holders of the
Debentures and creditors of the Company other than the holders of Senior
Indebtedness; or (c) prevent the Trustee or the holder of any Debenture from
exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article 4
of the holders of Senior Indebtedness to receive cash, property and securities
otherwise payable or deliverable to the Trustee or such holder.  If the Company fails, as a  37 
   result of this Article 4, to pay to the holders of the Debentures
the principal amount of the Debentures, Interest, the redemption price with respect to the Debentures to be
called for redemption in accordance with Section 3.02 or the repurchase price with respect to
Debentures submitted for repurchase in accordance with Section 3.05
or Section 3.06, as the case may be, as provided in this Indenture as and
when the same shall become due and payable in accordance with their terms, such
failure shall still constitute a Default or an Event of Default.  Section 4.07.  Trustee To
Effectuate Subordination.Each
holder of a Debenture 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 4 and appoints the
Trustee his attorney-in-fact for any and all such purposes.  Section 4.08.  No Waiver of
Subordination Provisions.No
right of any present or future holder of any Senior Indebtedness to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any non-compliance
by the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.  Without in any way limiting the
generality of the foregoing paragraph, the holders of Senior Indebtedness may,
at any time and from time to time, without the consent of or notice to the Trustee
or the holders of the Debentures, without incurring responsibility to the
holders of the Debentures and without impairing or releasing the subordination
provided in this Article 4 or the obligations hereunder of the holders of
the Debentures to the holders of Senior Indebtedness, do any one or more of the
following: (i) change the manner, place or terms of payment or extend the time
of payment of, or renew, exchange, increase or alter, Senior Indebtedness, or
otherwise amend, modify or supplement in any manner Senior Indebtedness or any
instrument evidencing the same or any agreement under which Senior Indebtedness
or any security thereof or guarantee thereof is outstanding; (ii) sell,
exchange, release, surrender, realize upon, enforce or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii)
release any Person liable in any manner for the collection of Senior
Indebtedness; (iv) exercise or refrain from exercising any rights against the
Company and any other Person; (v) apply any and all sums received from time to
time to the Senior Indebtedness; provided that if any Senior Indebtedness
is amended to provide that it shall be subordinated to any other Senior
Indebtedness, such amended Senior Indebtedness shall no longer be considered
Senior Indebtedness for purposes of this Article 4.  The provisions of this
Article 4 shall continue to be effective or be reinstated as the case may
be if at any time any payment of the Senior Indebtedness is rescinded or must
otherwise be returned by the holder thereof  38 
   upon the insolvency, bankruptcy or reorganization of the Company or
otherwise, all as though such payment had not been made.  Section 4.09.  Notice to
Trustee.The Company shall
give prompt written notice to a Responsible Officer of the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by
the Trustee in respect of the Debentures. Notwithstanding the provisions of
this Article 4 or any other provision of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or distribution by the Trustee in respect
of the Debentures, unless and until a Responsible Officer of the Trustee shall
have received written notice thereof from the Company or a holder of Senior
Indebtedness or from any trustee therefor; and, prior to the receipt of any
such written notice, the Trustee, subject to the provisions of
Section 9.01, 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 4.09 at least two
Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose, then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive
such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it within two Business Days prior to such date.  Subject to the provisions of
Section 9.01, the Trustee shall be entitled to rely conclusively on the
delivery to it of a written notice by a Person representing himself to be a
holder of Senior Indebtedness (or a trustee therefor) to establish that such
notice has been given by a holder of Senior Indebtedness (or a trustee
therefor). In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article 4 (although the Trustee is not obligated to make such determination),
the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article 4, 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 4.10.  Reliance on
Judicial Order or Certificate of Liquidating Agent.Upon any payment or distribution of assets of the
Company referred to in this Article 4, the Trustee, subject to the
provisions of Section 9.01, and the holders of the Debentures shall be
entitled to conclusively rely upon any order or decree entered by any court of
competent jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or proceeding
is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent  39 
   or other Person making such payment or distribution, delivered to the
Trustee or to the holders of Debentures, for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
the Senior Indebtedness and other indebtedness of the Company, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article 4.  Section 4.11.  Trustee Not
Fiduciary for Holders of Senior Indebtedness.The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness and (subject to Section 4.09 hereof)
shall not be liable to any such holders if it shall in good faith mistakenly
pay over or distribute to holders of Debentures or to the Company or to any
other Person cash, property or securities to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article 4 or otherwise.  Section 4.12.  Rights of Trustee
as Holder of Senior Indebtedness; Preservation of Trustees Rights.The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article 4
with respect to any Senior Indebtedness which may at any time be held by it, to
the same extent as any other holder of Senior Indebtedness, and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder.  Nothing in this Article 4
shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 9.06.  Section 4.13.Article Applicable
to Paying Agents.In case at
any time any Paying Agent other than the Trustee shall have been appointed by
the Company and be then acting hereunder, the term Trustee as used in this
Article 4 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 4 in addition to or in place of the Trustee; provided, however, that
Section 4.12 shall not apply to the Company or any Affiliate of the Company
if it or such Affiliate acts as Paying Agent.  Section 4.14.  NoSenior
Subordinated Indebtedness.The
Company shall not, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or
otherwise, with respect to any indebtedness that is subordinate or junior in
right of payment to any Senior Indebtedness and senior in right of payment to
the Debentures.  40 
   ARTICLE 5
[RESERVED]  ARTICLE 6
PARTICULAR COVENANTS OF THE COMPANY  Section 6.01.  Payment of
Principal and Interest.The
Company covenants and agrees that it will duly and punctually pay or cause to
be paid the principal of (including the redemption price upon redemption or the
repurchase price upon repurchase, in each case pursuant to Article 3), and
Interest, on each of the Debentures at the places, at the respective times and
in the manner provided herein and in the Debentures.  Section 6.02.Maintenance
of Office or Agency.The
Company will maintain an office or agency in the Borough of Manhattan, the City
of New York, where the Debentures may be surrendered for registration of
transfer or exchange or for presentation for payment or for conversion,
redemption or repurchase and where notices and demands to or upon the Company
in respect of the Debentures and this Indenture may be served.  The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency not designated or appointed by the Trustee.  If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office or the corporate trust office of the
Trustee in The Borough of Manhattan, which office is located at: Wachovia Bank,
National Association, Attention: Corporate Trust Administration, One Penn
Plaza, Suite 1414, New York, NY 10119.  The Company may also from time
to time designate co-registrars and one or more offices or agencies where the
Debentures may be presented or surrendered for any or all such purposes and may
from time to time rescind such designations. 
The Company will give prompt written notice of any such designation or
rescission and of any change in the location of any such other office or
agency.  The Company hereby initially
designates the Trustee as paying agent, Debenture Registrar, Custodian and
conversion agent and each of the Corporate Trust Office and the office of
agency of the Trustee in The Borough of Manhattan, shall be considered as one
such office or agency of the Company for each of the aforesaid purposes.  So long as the Trustee is the
Debenture Registrar, the Trustee agrees to mail, or cause to be mailed, the
notices set forth in Section 9.10(a) and the third paragraph of
Section 9.11.  If co-registrars
have been appointed in accordance with this Section, the Trustee shall mail
such notices only to the Company and the holders of Debentures it can identify
from its records.  41 
   Section 6.03.  Appointments to
Fill Vacancies in Trustees Office.The
Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 9.10, a Trustee,
so that there shall at all times be a Trustee hereunder.  Section 6.04.  Provisions as
to Paying Agent.(a) If the
Company shall appoint a paying agent other than the Trustee, or if the Trustee
shall appoint such a paying agent, the Company will cause such paying agent to
execute and deliver to the Trustee an instrument in which such agent shall
agree with the Trustee, subject to the provisions of this Section 6.04:  (1)that it will hold all
sums held by it as such agent for the payment of the principal of or Interest
on the Debentures (whether such sums have been paid to it by the Company or by
any other obligor on the Debentures) in trust for the benefit of the holders of
the Debentures;  (2)that it will give the
Trustee notice of any failure by the Company (or by any other obligor on the
Debentures) to make any payment of the principal of or Interest on the
Debentures when the same shall be due and payable; and  (3)that at any time
during the continuance of an Event of Default, upon request of the Trustee, it
will forthwith pay to the Trustee all sums so held in trust.  The Company shall, on or before
each due date of the principal of or Interest on the Debentures, deposit with
the paying agent a sum (in funds that are immediately available on the due date
for such payment) sufficient to pay such principal or Interest, and (unless
such paying agent is the Trustee) the Company will promptly notify the Trustee
of any failure to take such action;provided that if such deposit is made on
the due date, such deposit shall be received by the paying agent by 10:00 a.m.
New York City time, on such date.  (b)If
the Company shall act as its own paying agent, it will, on or before each due
date of the principal of or Interest on the Debentures, set aside, segregate
and hold in trust for the benefit of the holders of the Debentures a sum
sufficient to pay such principal or Interest so becoming due and will promptly
notify the Trustee of any failure to take such action and of any failure by the
Company (or any other obligor under the Debentures) to make any payment of the
principal of or Interest on the Debentures when the same shall become due and
payable.  (c)Anything
in this Section 6.04 to the contrary notwithstanding, the Company may, at
any time, for the purpose of obtaining a satisfaction and discharge of this
Indenture, or for any other reason, pay or cause to be paid to the Trustee all
sums held in trust by the Company or any paying agent hereunder as required by
this Section 6.04, such sums to be held by the Trustee upon the trusts  42 
   herein contained and upon such payment by the Company or any paying
agent to the Trustee, the Company or such paying agent shall be released from
all further liability with respect to such sums.  (d)Anything
in this Section 6.04 to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section 6.04 is subject to Sections
15.03 and 15.04.  The Trustee shall not be
responsible for the actions of any other paying agents (including the Company
if acting as its own paying agent) and shall have no control of any funds held
by such other paying agents.  Section 6.05.Existence.Subject to Article 14, the Company will do or cause to
be done all things necessary to preserve and keep in full force and effect its
corporate existence.  Section 6.06.  Rule144A
Information Requirement.Within
the period prior to the expiration of the holding period applicable to sales
thereof under Rule 144(k) under the Securities Act (or any successor
provision), the Company covenants and agrees that it shall, during any period
in which it is not subject to Section 13 or 15(d) under the Exchange Act,
make available to any holder or beneficial holder of Debentures or any Common
Stock issued upon conversion thereof that continue to be Restricted Securities
in connection with any sale thereof and any prospective purchaser of Debentures
or such Common Stock designated by such holder or beneficial holder, the
information required pursuant to Rule 144A(d)(4) under the Securities Act upon
the request of any holder or beneficial holder of the Debentures or such Common
Stock and it will take such further action as any holder or beneficial holder
of such Debentures or such Common Stock may reasonably request, all to the
extent required from time to time to enable such holder or beneficial holder to
sell its Debentures or Common Stock without registration under the Securities
Act within the limitation of the exemption provided by Rule 144A, as such Rule
may be amended from time to time.  Upon
the request of any holder or any beneficial holder of the Debentures or such
Common Stock, the Company will deliver to such holder a written statement as to
whether it has complied with such requirements.  Section 6.07.Stay,
Extension and Usury Laws.The
Company covenants (to the extent that it may lawfully do so) that it shall not
at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law or other law that
would prohibit or forgive the Company from paying all or any portion of the
principal of or Interest on the Debentures as contemplated herein, wherever
enacted, now or at any time hereafter in force, or that may affect the
covenants or the performance of this Indenture and the Company (to the extent
it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law, and covenants that it will not, by resort to any such law, hinder,
delay or impede the execution of any power herein  43 
   granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.  Section 6.08.  Compliance
Certificate.The Company
shall deliver to the Trustee, within one hundred twenty (120) days after the
end of each fiscal year of the Company (beginning with the fiscal year ended
December 31, 2004), a certificate signed by either the principal executive
officer, principal financial officer or principal accounting officer of the
Company, stating whether or not to the knowledge of the signer 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 the status thereof
of which the signer may have knowledge.  The Company will deliver to the
Trustee, forthwith upon becoming aware of (i) any default in the performance or
observance of any covenant, agreement or condition contained in this Indenture,
or (ii) any Event of Default, an Officers Certificate specifying with
particularity such default or Event of Default and further stating what action
the Company has taken, is taking or proposes to take with respect thereto.  Any notice required to be given
under this Section 6.08 shall be delivered to a Responsible Officer of the
Trustee at its Corporate Trust Office.  Section 6.09.Liquidated
Damages Notice.In the event
that the Company is required to pay Liquidated Damages to holders of Debentures
pursuant to the Registration Rights Agreement, the Company will provide written
notice (Liquidated
Damages Notice) to the Trustee of its obligation to pay Liquidated
Damages no later than fifteen (15) days prior to the proposed payment date for
the Liquidated Damages, and the Liquidated Damages Notice shall set forth the
amount of Liquidated Damages to be paid by the Company on such payment
date.  The Trustee shall not at any time
be under any duty or responsibility to any holder of Debentures to determine
the Liquidated Damages, or with respect to the nature, extent or calculation of
the amount of Liquidated Damages when made, or with respect to the method
employed in such calculation of the Liquidated Damages.  ARTICLE 7DEBENTUREHOLDERS
LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE  Section 7.01.Debentureholders Lists.The Company covenants and agrees
that it will furnish or cause to be furnished to the Trustee, semiannually, not
more than fifteen (15) days after each March 1 and September 1 in
each year beginning with September 1, 2004, and at such other times as the
Trustee may request in writing, within thirty (30) days after receipt by the
Company of any such request (or such lesser time as the Trustee may reasonably
request in order to  44 
   enable it to timely provide any notice to be provided by it hereunder),
a list in such form as the Trustee may reasonably require of the names and
addresses of the holders of Debentures as of a date not more than fifteen (15)
days (or such other date as the Trustee may reasonably request in order to so
provide any such notices) prior to the time such information is furnished,
except that no such list need be furnished by the Company to the Trustee so
long as the Trustee is acting as the sole Debenture Registrar.  Section 7.02.Preservation
And Disclosure Of Lists.(a)
The Trustee shall preserve, in as current a form as is reasonably practicable,
all information as to the names and addresses of the holders of Debentures
contained in the most recent list furnished to it as provided in
Section 7.01 or maintained by the Trustee in its capacity as Debenture
Registrar or co-registrar in respect of the Debentures, if so acting.  The Trustee may destroy any list furnished
to it as provided in Section 7.01 upon receipt of a new list so furnished.  (b)The
rights of Debentureholders to communicate with other holders of Debentures with
respect to their rights under this Indenture or under the Debentures, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.  (c)Every
Debentureholder, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the Trustee nor any agent of either of
them shall be held accountable by reason of any disclosure of information as to
names and addresses of holders of Debentures made pursuant to the Trust
Indenture Act.  Section 7.03.  ReportsBy
Trustee.(a) Within sixty
(60) days after September 15 of each year commencing with the year 2004,
the Trustee shall transmit to holders of Debentures such reports dated as of
September 15 of the year in which such reports are made concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant
thereto.  In the event that no events
have occurred under the applicable sections of the Trust Indenture Act the
Trustee shall be under no duty or obligation to provide such reports.  (b)A
copy of such report shall, at the time of such transmission to holders of
Debentures, be filed by the Trustee with each stock exchange and automated
quotation system upon which the Debentures are listed and with the Company.  The Company will promptly notify the Trustee
in writing when the Debentures are listed on any stock exchange or automated
quotation system or delisted therefrom.  Section 7.04.  Reportsby
Company.The Company shall
file with the Trustee (and the Commission if at any time after the Indenture
becomes qualified under the Trust Indenture Act), and transmit, or cause the
Trustee to transmit, to holders of Debentures, such information, documents and
other reports and such  45 
   summaries thereof, as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant to such Act, whether or
not the Debentures are governed by such Act;provided that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee
within fifteen (15) days after the same is so required to be filed with the
Commission.  Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustees receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Companys compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on an Officers
Certificates).  ARTICLE 8
REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON AN EVENT OF DEFAULT  Section 8.01.  Events Of
Default.In case one or more
of the following Events of Default (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) shall
have occurred and be continuing:  (a)default
in the payment of the principal of any of the Debentures as and when the same
shall become due and payable either at maturity or in connection with any
redemption or repurchase, by acceleration or otherwise; or  (b)default
in the payment of any installment of Interest upon any of the Debentures as and
when the same shall become due and payable, and continuance of such default for
a period of thirty (30) days; or  (c)default
in the Companys obligation to deliver Common Stock, cash or other property
following the exercise by the holder of the Debentures of the right to convert
such Debentures pursuant to and in accordance with Article 17 and the
continuance of such default for a period of ten (10) Business Days; or  (d)default
in the Companys obligation to provide a Designated Event Notice as provided in
Section 3.05; or  (e)default
in the payment of indebtedness for borrowed money, when due at stated maturity
or upon acceleration, by the Company or any Significant Subsidiary of the
Company, where the aggregate principal amount with respect to which the default
has occurred exceeds $20,000,000 and such indebtedness has not been discharged
or such acceleration has not been rescinded or annulled within a period of
sixty (60) days after written notice of such failure, requiring the Company to
remedy the same, shall have been given to the Company by the  46 
   Trustee, or to the Company and the Trustee by the holders of at least
25% in aggregate principal amount of the Debentures at the time Outstanding
determined in accordance with Section 10.04; or  (f)any
judgment or decree for the payment of money in excess of $20,000,000 is entered
against the Company, or any Significant Subsidiary of the Company, remains
outstanding for a period of 60 days following entry of such judgment and is not
discharged, bonded, waived or stayed within 30 days after written notice;  (g)[Reserved];  (h)default
in the performance by the Company of any other of the covenants or agreements
on the part of the Company in the Debentures or in this Indenture (other than a
covenant or agreement a default in whose performance or whose breach is
elsewhere in this Section 8.01 specifically dealt with) continued for a
period of ninety (90) days after the date on which written notice of such
failure, requiring the Company to remedy the same, shall have been given to the
Company by the Trustee, or the Company and a Responsible Officer of the Trustee
by the holders of at least twenty-five percent (25%) in aggregate principal
amount of the Debentures at the time Outstanding determined in accordance with
Section 10.04; or  (i)the
Company shall commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to the Company or its
debts under any bankruptcy, insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official of the Company or any substantial part of the
property of the Company, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against the Company, or shall make a general
assignment for the benefit of creditors, or shall fail generally to pay its
debts as they become due; or  (j)an
involuntary case or other proceeding shall be commenced against the Company
seeking liquidation, reorganization or other relief with respect to the Company
or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of the Company or any
substantial part of the property of the Company, and such involuntary case or
other proceeding shall remain undismissed and unstayed for a period of sixty
(60) consecutive days;  then, and in each and every such case (other than an Event of Default
specified in Section 8.01(i) or 8.01(j)), unless the principal of all of
the Debentures shall have already become due and payable, either the Trustee or
the holders of not less than twenty-five percent (25%) in aggregate principal
amount of the Debentures then Outstanding hereunder determined in accordance
with Section 10.04, by notice in writing to the Company (and to the
Trustee if given by Debentureholders), may  47 
   declare the principal of all the Debentures and the Interest accrued
and unpaid thereon to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Debentures contained to the contrary
notwithstanding.  If an Event of Default
specified in Section 8.01(i) or 8.01(j) occurs, the principal of all the
Debentures and the Interest accrued and unpaid thereon shall be immediately and
automatically due and payable without necessity of further action.  This provision, however, is subject to the
conditions that if, at any time after the principal of the Debentures shall
have been so declared due and payable, and before any judgment or decree for
the payment of the monies due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of Interest upon all Debentures
and the principal of any and all Debentures that shall have become due
otherwise than by acceleration (with interest on overdue installments of
Interest (to the extent that payment of such interest is enforceable under
applicable law) and on such principal at the rate borne by the Debentures, to
the date of such payment or deposit) and amounts due to the Trustee pursuant to
Section 9.06, and if any and all defaults under this Indenture, other than
the nonpayment of principal of and accrued and unpaid Interest on Debentures
that shall have become due by acceleration, shall have been cured or waived
pursuant to Section 8.07, then and in every such case the holders of a
majority in aggregate principal amount of the Debentures then Outstanding, by
written notice to the Company and to the Trustee, may waive all defaults or Events
of Default and rescind and annul such declaration and its consequences; but no
such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or Event of Default, or shall impair any right consequent
thereon.  The Company shall notify in
writing a Responsible Officer of the Trustee, promptly upon becoming aware
thereof, of any Event of Default.  In case the Trustee shall have
proceeded to enforce any right under this Indenture and such proceedings shall
have been discontinued or abandoned because of such waiver or rescission and
annulment or for any other reason or shall have been determined adversely to
the Trustee, then and in every such case the Company, the holders of
Debentures, and the Trustee shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
Company, the holders of Debentures, and the Trustee shall continue as though no
such proceeding had been taken.  Section 8.02.  Payments of
Debentures on Default;Suit Therefor.The Company covenants that (a) in case default shall be made
in the payment of any installment of Interest upon any of the Debentures as and
when the same shall become due and payable, and such default shall have
continued for a period of thirty (30) days, or (b) in case default shall be
made in the payment of the principal of any of the Debentures as and when the
same shall have become due and payable, whether at maturity of the Debentures
or in connection with any redemption or repurchase, by acceleration or
otherwise, then, upon demand of the  48 
   Trustee, the Company will pay to the Trustee, for the benefit of the
holders of the Debentures, the whole amount that then shall have become due and
payable on all such Debentures for principal and Interest, as the case may be,
with interest upon the overdue principal and (to the extent that payment of
such interest is enforceable under applicable law) upon the overdue
installments of Interest at the rate borne by the Debentures and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including reasonable compensation to the Trustee, its
agents, attorneys and counsel, and all other amounts due the Trustee under
Section 9.06.  Until such demand by
the Trustee, the Company may pay the principal of and Interest on the
Debentures to the registered holders, whether or not the Debentures are overdue.  In case the Company shall fail
forthwith to pay such amounts upon such demand, the Trustee, in its own name
and as trustee of an express trust, shall be entitled and empowered to
institute any actions or proceedings at law or in equity for the collection of
the sums so due and unpaid, and may prosecute any such action or proceeding to
judgment or final decree, and may enforce any such judgment or final decree
against the Company or any other obligor on the Debentures and collect in the
manner provided by law out of the property of the Company or any other obligor
on the Debentures wherever situated the monies adjudged or decreed to be
payable.  In case there shall be pending
proceedings for the bankruptcy or for the reorganization of the Company or any
other obligor on the Debentures under Title 11 of the United States Code,
or any other applicable law, or in case a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official
shall have been appointed for or taken possession of the Company or such other
obligor, the property of the Company or such other obligor, or in the case of
any other judicial proceedings relative to the Company or such other obligor
upon the Debentures, or to the creditors or property of the Company or such
other obligor, the Trustee, irrespective of whether the principal of the
Debentures 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
pursuant to the provisions of this Section 8.02, shall be entitled and
empowered, by intervention in such proceedings or otherwise, to file and prove
a claim or claims for the whole amount of principal and Interest owing and
unpaid in respect of the Debentures, and, in case of any judicial proceedings,
to file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and of the
Debentureholders allowed in such judicial proceedings relative to the Company
or any other obligor on the Debentures, its or their creditors, or its or their
property, and to collect and receive any monies or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of any amounts due the Trustee under Section 9.06, and to take any other
action with respect to such claims, including participating as a member of any
official committee of creditors, as it reasonably deems necessary or advisable,
and, unless prohibited by law or applicable  49 
   regulations, and any receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, custodian or similar official is hereby authorized
by each of the Debentureholders 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 Debentureholders, to pay to the Trustee any amount due it for
reasonable compensation, expenses, advances and disbursements, including
counsel fees and expenses incurred by it up to the date of such
distribution.  To the extent that such
payment of reasonable compensation, expenses, advances and disbursements out of
the estate in any such proceedings shall be denied for any reason, payment of
the same shall be secured by a lien on, and shall be paid out of, any and all
distributions, dividends, monies, securities and other property that the
holders of the Debentures may be entitled to receive in such proceedings,
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.  All rights of action and of
asserting claims under this Indenture, or under any of the Debentures, may be
enforced by the Trustee without the possession of any of the Debentures, or the
production thereof at any trial or other proceeding relative thereto, and any
such suit or proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, be for the ratable benefit
of the holders of the Debentures.  In any proceedings brought by
the Trustee (and in any proceedings involving the interpretation of any
provision of this Indenture to which the Trustee shall be a party) the Trustee
shall be held to represent all the holders of the Debentures, and it shall not
be necessary to make any holders of the Debentures parties to any such
proceedings.  Section 8.03.  Application of
Monies Collected By Trustee.Any
monies collected by the Trustee pursuant to this Article 8 shall be
applied in the order following, at the date or dates fixed by the Trustee for
the distribution of such monies, upon presentation of the several Debentures,
and stamping thereon the payment, if only partially paid, and upon surrender
thereof, if fully paid:  FIRST: To the payment of all
amounts due the Trustee under Section 9.06;  SECOND:  Subject to the provisions of Article 4,
in case the principal of the Outstanding Debentures shall not have become due
and be unpaid, to the payment of Interest on the Debentures in default in the
order of the maturity of the installments of such Interest, with interest (to
the extent that such interest has been collected by the Trustee) upon the
overdue installments of Interest at the rate borne by the Debentures, such
payments to be made ratably to the Persons entitled thereto;  THIRD:  Subject to the provisions of Article 4,
in case the principal of the Outstanding Debentures shall have become due, by
declaration or otherwise, and  50 
   be unpaid to the payment of the whole amount then owing and unpaid upon
the Debentures for principal and Interest, with interest on the overdue principal
and (to the extent that such interest has been collected by the Trustee) upon
overdue installments of Interest at the rate borne by the Debentures, and in
case such monies shall be insufficient to pay in full the whole amounts so due
and unpaid upon the Debentures, then to the payment of such principal and
Interest without preference or priority of principal over Interest, or of
Interest over principal, or of any installment of Interest over any other
installment of Interest, or of any Debenture over any other Debenture, ratably
to the aggregate of such principal and accrued and unpaid Interest; and  FOURTH:  Subject to the provisions of Article 4,
to the payment of the remainder, if any, to the Company or any other Person
lawfully entitled thereto.  Section 8.04.  Proceedings by
Debentureholder.No holder
of any Debenture shall have any right by virtue of or by reference to any
provision of this Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Indenture, or for the
appointment of a receiver, trustee, liquidator, custodian or other similar
official, or for any other remedy hereunder, unless such holder previously
shall have given to the Trustee written notice of an Event of Default and of the
continuance thereof, as hereinbefore provided, and unless also the holders of
not less than twenty-five percent (25%) in aggregate principal amount of the
Debentures then Outstanding shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable security or indemnity as
it may require against the costs, expenses and liabilities to be incurred
therein or thereby, and the Trustee for sixty (60) days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding and no direction inconsistent
with such written request shall have been given to the Trustee during such
sixty day period pursuant to Section 8.07; it being understood and
intended, and being expressly covenanted by the taker and holder of every
Debenture with every other taker and holder and the Trustee, that no one or
more holders of Debentures shall have any right in any manner whatever by
virtue of or by reference to any provision of this Indenture to affect, disturb
or prejudice the rights of any other holder of Debentures, or to obtain or seek
to obtain priority over or preference to any other such holder, or to enforce
any right under this Indenture, except in the manner herein provided and for
the equal, ratable and common benefit of all holders of Debentures (except as
otherwise provided herein).  For the
protection and enforcement of this Section 8.04, each and every
Debentureholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.  Notwithstanding any other
provision of this Indenture and any provision of any Debenture, the right of
any holder of any Debenture to receive payment of the principal of (including
the redemption price or repurchase price upon redemption or repurchase pursuant
to Article 3), and accrued and unpaid Interest  51 
   on such Debenture, on or after the respective due dates expressed in
such Debenture or in the event of redemption or repurchase, or to institute
suit for the enforcement of any such payment on or after such respective dates
against the Company shall not be impaired or affected without the consent of
such holder.  Anything in this Indenture or
the Debentures to the contrary notwithstanding, the holder of any Debenture,
without the consent of either the Trustee or the holder of any other Debenture,
in its own behalf and for its own benefit, may enforce, and may institute and
maintain any proceeding suitable to enforce, its rights of conversion as
provided herein.  Section 8.05.Proceedings By Trustee.In case of an Event of Default,
the Trustee may, in its discretion, proceed to protect and enforce the rights
vested in it by this Indenture by such appropriate judicial proceedings as are
necessary to protect and enforce any of such rights, either by suit in equity
or by action at law or by proceeding in bankruptcy or otherwise, whether for
the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture, or
to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.  Section 8.06.  Remedies Cumulative And Continuing.Except as provided in
Section 2.06, all powers and remedies given by this Article 8 to the
Trustee or to the Debentureholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any thereof or of any other powers and
remedies available to the Trustee or the holders of the Debentures, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture, and no delay or omission
of the Trustee or of any holder of any of the Debentures to exercise any right
or power accruing upon any default or Event of Default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be
a waiver of any such default or any acquiescence therein, and, subject to the
provisions of Section 8.04, every power and remedy given by this
Article 8 or by law to the Trustee or to the Debentureholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Debentureholders.  Section 8.07.  Direction of
Proceedings and Waiver of Defaults By Majority of Debentureholders.The holders of a majority in
aggregate principal amount of the Debentures at the time Outstanding determined
in accordance with Section 10.04 shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee;provided
that (a) such direction shall not be in conflict with any rule of law or with
this Indenture, (b) the Trustee may take any other action that is not
inconsistent with such direction, (c) the Trustee may decline to take any
action that would benefit some Debentureholder to the detriment of other
Debentureholders and (d) the Trustee may decline to take any action that would
involve the Trustee in personal liability. 
The holders of a majority in aggregate principal amount of the
Debentures at the time Outstanding  52 
   determined in accordance with Section 10.04 may, on behalf of the
holders of all of the Debentures, waive any past default or Event of Default
hereunder and its consequences except (i) a default in the payment of Interest
on, or the principal of, the Debentures, (ii) a failure by the Company to
convert any Debentures into Common Stock, (iii) a default in the payment of the
redemption price pursuant to Article 3, (iv) a default in the payment of
the repurchase price pursuant to Article 3 or (v) a default in respect of
a covenant or provisions hereof that under Article 12 cannot be modified
or amended without the consent of the holders of each or all Debentures then
Outstanding or affected thereby.  Upon
any such waiver, the Company, the Trustee and the holders of the Debentures
shall be restored to their former positions and rights hereunder; but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon. 
Whenever any default or Event of Default hereunder shall have been
waived as permitted by this Section 8.07, said default or Event of Default
shall for all purposes of the Debentures and this Indenture be deemed to have
been cured and to be not continuing; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.  Section 8.08.  Notice of
Defaults.The Trustee shall,
within ninety (90) days after a Responsible Officer of the Trustee has
knowledge of the occurrence of a default, mail to all Debentureholders, as the
names and addresses of such holders appear upon the Debenture Register, notice
of all defaults known to a Responsible Officer, unless such defaults shall have
been cured or waived before the giving of such notice;provided that except in the
case of default in the payment of the principal of or Interest on any of the
Debentures, the Trustee shall be protected in withholding such notice if and so
long as a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interests of the Debentureholders.  Section 8.09.Undertaking To Pay Costs.All parties to this Indenture
agree, and each holder of any Debenture by his acceptance thereof shall be
deemed to have agreed, that any court may, in its discretion, require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit and that such court may in its discretion assess reasonable costs,
including reasonable attorneys fees and expenses, against any party litigant
in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant;provided that the provisions of this
Section 8.09 (to the extent permitted by law) shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Debentureholder, or
group of Debentureholders, holding in the aggregate more than ten percent (10%)
in principal amount of the Debentures at the time Outstanding determined in
accordance with Section 10.04, or to any suit instituted by any
Debentureholder for the enforcement of the payment of the principal of or
Interest on any Debenture on or after the due date expressed in such Debenture
or  53 
   to any suit for the enforcement of the right to convert any Debenture
in accordance with the provisions of Article 17.  ARTICLE 9
THE TRUSTEE  Section 9.01.  Dutiesand
Responsibilities of Trustee.The
Trustee, prior to the occurrence of an Event of Default and after the curing of
all Events of Default that may have occurred, undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture.  In case an Event of Default has occurred
(which has not been cured or waived), the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his own affairs.  No provision of this Indenture
shall be construed to relieve the Trustee from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except
that:  (a)prior
to the occurrence of an Event of Default and after the curing or waiving of all
Events of Default that may have occurred:  (i)the
duties and obligations of the Trustee shall be determined solely by the express
provisions of this Indenture and the Trust Indenture Act, and the Trustee shall
not be liable except for the performance of such duties and obligations as are
specifically set forth in this Indenture and no implied covenants or
obligations shall be read into this Indenture and the Trust Indenture Act
against the Trustee; and  (ii)in
the absence of bad faith and willful misconduct on the part of the Trustee, the
Trustee may conclusively rely as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but, in the case of any such certificates or opinions that by any
provisions hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Indenture;  (b)the
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Officers of the Trustee, unless the Trustee was
negligent in ascertaining the pertinent facts;  (c)the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the written direction of the
holders of not less than a majority in principal amount of the Debentures at
the  54 
   time Outstanding determined as provided in Section 10.04 relating
to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the Trustee,
under this Indenture;  (d)whether
or not therein provided, every provision of this Indenture relating to the
conduct or affecting the liability of, or affording protection to, the Trustee
shall be subject to the provisions of this Section;  (e)the
Trustee shall not be liable in respect of any payment (as to the correctness of
amount, entitlement to receive or any other matters relating to payment) or
notice effected by the Company or any paying agent or any records maintained by
any co-registrar with respect to the Debentures;  (f)if
any party fails to deliver a notice relating to an event the fact of which,
pursuant to this Indenture, requires notice to be sent to the Trustee, the
Trustee may conclusively rely on its failure to receive such notice as reason
to act as if no such event occurred; and  (g)the
Trustee shall not be deemed to have knowledge of any Event of Default hereunder
unless it shall have been notified in writing of such Event of Default by the
Company or the holders of at least 10% in aggregate principal amount of the
Debentures.  None of the provisions
contained in this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur personal financial liability in the performance of any
of its duties or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.  Section 9.02.  Reliance on
Documents, Opinions, Etc.Except
as otherwise provided in Section 9.01:  (a)the
Trustee may conclusively rely and shall be protected in acting upon any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, bond, debenture, note, coupon or other paper or
document (whether in its original or facsimile form) believed by it in good
faith to be genuine and to have been signed or presented by the proper party or
parties;  (b)any
request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an Officers Certificate (unless other evidence in
respect thereof be herein specifically prescribed); and any resolution of the
Board of Directors may be evidenced to the Trustee by a copy thereof certified
by the Secretary or an Assistant Secretary of the Company;  55 
   (c)the
Trustee may consult with counsel of its own selection and any advice or Opinion
of Counsel shall be full and complete authorization and protection in respect
of any action taken or omitted by it hereunder in good faith and in accordance
with such advice or Opinion of Counsel;  (d)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
Debentureholders pursuant to the provisions of this Indenture, unless such
Debentureholders shall have offered to the Trustee reasonable security or
indemnity satisfactory to it against the costs, expenses and liabilities that
may be incurred therein or thereby;  (e)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 or other paper or
document, but the Trustee may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney;  (f)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 by it with due care hereunder;  (g)the
Trustee shall not be liable for any action taken, suffered or omitted to be
taken by it in good faith and reasonably believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture;  (h)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 each agent, custodian and other Person employed to act hereunder;  (i)the
Trustee may request that the Company deliver an Officers Certificate setting
forth the names of individuals and/or titles of officers authorized at such
time to take specified actions pursuant to this Indenture, which Officers
Certificate may be signed by any person authorized to sign an Officers Certificate,
including any person specified as so authorized in any such certificate
previously delivered and not superseded; and  (j)any
permissive right or authority granted to the Trustee shall not be construed as
a mandatory duty.  56 
   Section 9.03.  No Responsibility
For Recitals, Etc.The
recitals contained herein and in the Debentures (except in the Trustees
certificate of authentication) shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for the correctness of the same.  The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Debentures.  The Trustee shall not be accountable for the
use or application by the Company of any Debentures or the proceeds of any
Debentures authenticated and delivered by the Trustee in conformity with the
provisions of this Indenture.  Section 9.04.Trustee,
Paying Agents, Conversion Agents or Registrar May Own Debentures.The Trustee, any paying agent,
any conversion agent or Debenture Registrar, in its individual or any other
capacity, may become the owner or pledgee of Debentures with the same rights it
would have if it were not Trustee, paying agent, conversion agent or Debenture
Registrar.  Section 9.05.Monies to Be
Held in Trust.Subject to
the provisions of Section 15.04, all monies received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received.  Money held by
the Trustee in trust hereunder need not be segregated from other funds except
to the extent required by law.  The
Trustee shall be under no liability for interest on any money received by it
hereunder except as may be agreed in writing from time to time by the Company
and the Trustee.  Section 9.06.Compensation and Expenses of Trustee.The Company covenants and agrees
to pay to the Trustee from time to time, and the Trustee shall be entitled to,
such compensation for all services rendered by it hereunder in any capacity
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) as mutually agreed to from time
to time in writing between the Company and the Trustee, and the Company will
pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances reasonably incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and
of all Persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence, willful misconduct,
recklessness or bad faith.  The Company
also covenants to indemnify the Trustee and any predecessor Trustee (or any
officer, director or employee of the Trustee), in any capacity under this
Indenture and its agents and any authenticating agent for, and to hold them
harmless against, any and all loss, liability, damage, claim or expense including
taxes (other than franchise taxes and taxes based on the income of the Trustee)
incurred without negligence, willful misconduct, recklessness or bad faith on
the part of the Trustee or such officers, directors, employees and agent or
authenticating agent, as the case may be, and arising out of or in connection
with the acceptance or administration of this trust or in any other capacity
hereunder, including the costs and expenses of defending themselves against any
claim (whether asserted by the Company, any holder or any other Person) of
liability in connection with the exercise or performance of any of its or their
powers or duties  57 
   hereunder. 
If the Company fails to compensate or indemnify the Trustee and to pay
or reimburse the Trustee for expenses, disbursements and advances under this
Section 9.06, the Trustees claim shall be secured by a lien prior to that
of the Debentures upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the benefit of the holders of
particular Debentures.  The obligation
of the Company under this Section shall survive the satisfaction and
discharge of this Indenture.  When the Trustee and its agents
and any authenticating agent incur expenses or render services after an Event
of Default specified in Section 8.01(i) or Section 8.01(j) with
respect to the Company occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any
bankruptcy, insolvency or similar laws.  Section 9.07.Officers Certificate As Evidence.Except as otherwise provided in
Section 9.01, whenever in the administration of the provisions of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of bad faith or willful misconduct on the part
of the Trustee, be deemed to be conclusively proved and established by an
Officers Certificate delivered to the Trustee.  Section 9.08.Conflicting Interests of Trustee.If the Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act,
the Trustee shall either eliminate such interest or resign, to the extent and
in the manner provided by, and subject to the provisions of, the Trust
Indenture Act and this Indenture.  Section 9.09.Eligibility
of Trustee.There shall at
all times be a Trustee hereunder that shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000 (or if such Person is a member of a bank
holding company system, its bank holding company shall have a combined capital
and surplus of at least $50,000,000). 
If such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of any supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published.  If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 9.09, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.  Section 9.10.Resignation or Removal of Trustee.  (a)The
Trustee may at any time resign by giving written notice of such resignation to
the Company and to the holders of Debentures. 
Upon receiving such notice of resignation, the Company shall promptly
appoint a successor  58 
   trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee.  If no successor trustee shall have been so
appointed and have accepted appointment sixty (60) days after the mailing of
such notice of resignation to the Debentureholders, the resigning Trustee may,
upon ten (10) Business Days notice to the Company and the Debentureholders,
appoint a successor identified in such notice or may petition, at the expense
of the Company, any court of competent jurisdiction for the appointment of a
successor trustee, or, if any Debentureholder who has been a bona fide holder
of a Debenture or Debentures for at least six (6) months may, subject to the
provisions of Section 8.09, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor
trustee.  Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, appoint a
successor trustee.  (b)In
case at any time any of the following shall occur:  (i)the
Trustee shall fail to comply with Section 9.08 after written request
therefor by the Company or by any Debentureholder who has been a bona fide
holder of a Debenture or Debentures for at least six (6) months; or  (ii)the
Trustee shall cease to be eligible in accordance with the provisions of
Section 9.09 and shall fail to resign after written request therefor by
the Company or by any such Debentureholder; or  (iii)the
Trustee shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation;  then, in any such case, the Company may remove the Trustee and appoint
a successor trustee by written instrument, in duplicate, executed by order of
the Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 8.09, any Debentureholder who has been a bona fide
holder of a Debenture or Debentures for at least six (6) months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee;provided that if no successor Trustee shall have been appointed and
have accepted appointment sixty (60) days after either the Company or the
Debentureholders has removed the Trustee, or the Trustee resigns, the Trustee
so removed may petition, at the expense of the Company, any court of competent
jurisdiction for an appointment of a successor trustee.  Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.  59 
   (c)The
holders of a majority in aggregate principal amount of the Debentures at the
time Outstanding may at any time remove the Trustee and nominate a successor
trustee that shall be deemed appointed as successor trustee unless, within ten
(10) days after notice to the Company of such nomination, the Company objects
thereto, in which case the Trustee so removed or any Debentureholder, or if
such Trustee so removed or any Debentureholder fails to act, the Company, upon
the terms and conditions and otherwise as in Section 9.10(a) provided, may
petition any court of competent jurisdiction for an appointment of a successor
trustee.  (d)Any
resignation or removal of the Trustee and appointment of a successor trustee
pursuant to any of the provisions of this Section 9.10 shall become
effective upon acceptance of appointment by the successor trustee as provided
in Section 9.11.  (e)Notwithstanding
the replacement of the Trustee pursuant to this Section, the Companys
obligations under Section 9.06 shall continue for the benefit of the
retiring Trustee.  Section 9.11.  Acceptance by Successor Trustee.Any successor trustee appointed
as provided in Section 9.10 shall execute, acknowledge and deliver to the
Company and to its predecessor trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee herein; but, nevertheless, on the written request of the
Company or of the successor trustee, the trustee ceasing to act shall, upon
payment of any amount then due it pursuant to the provisions of
Section 9.06, execute and deliver an instrument transferring to such
successor trustee all the rights and powers of the trustee so ceasing to
act.  Upon request of any such successor
trustee, the Company shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor trustee all
such rights and powers.  Any trustee
ceasing to act shall, nevertheless, retain a lien upon all property and funds
held or collected by such trustee as such, except for funds held in trust for
the benefit of holders of particular Debentures, to secure any amounts then due
it pursuant to the provisions of Section 9.06.  No successor trustee shall
accept appointment as provided in this Section 9.11 unless, at the time of
such acceptance, such successor trustee shall be qualified under the provisions
of Section 9.08 and be eligible under the provisions of Section 9.09.  Upon acceptance of appointment
by a successor trustee as provided in this Section 9.11, the Company (or
the former trustee, at the written direction of the Company) shall mail or
cause to be mailed notice of the succession of such trustee hereunder to the
holders of Debentures at their addresses as they shall appear on  60 
   the Debenture Register.  If the
Company fails to mail such notice within ten (10) days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Company.  Section 9.12.Succession By Merger.Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee (including any trust created
by this Indenture), shall be the successor to the Trustee hereunder without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that in the case of any corporation succeeding to
all or substantially all of the corporate trust business of the Trustee, such
corporation shall be qualified under the provisions of Section 9.08 and
eligible under the provisions of Section 9.09.  In case at the time such
successor to the Trustee shall succeed to the trusts created by this Indenture,
any of the Debentures shall have been authenticated but not delivered, any such
successor to the Trustee may adopt the certificate of authentication of any
predecessor trustee or authenticating agent appointed by such predecessor
trustee, and deliver such Debentures so authenticated; and in case at that time
any of the Debentures shall not have been authenticated, any successor to the
Trustee or any authenticating agent appointed by such successor trustee may
authenticate such Debentures in the name of the successor trustee; and in all
such cases such certificates shall have the full force that is provided in the
Debentures or in this Indenture;provided that the right to adopt the
certificate of authentication of any predecessor Trustee or authenticate
Debentures in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.  Section 9.13.Preferential Collection of Claims.If and when the Trustee shall be
or become a creditor of the Company (or any other obligor upon the Debentures),
the Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of the claims against the Company (or any such other
obligor).  ARTICLE 10
THE DEBENTUREHOLDERS  Section 10.01.Action By Debentureholders.Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Debentures may take any action (including the making of any
demand or request, the giving of any notice, consent or waiver or the taking of
any other action), the fact that at the time of taking any such action, the
holders of such specified percentage have joined therein may be evidenced (a)
by any instrument or any number of instruments of similar tenor executed by  61 
   Debentureholders in person or by agent or proxy appointed in writing,
or (b) by the record of the holders of Debentures voting in favor thereof at
any meeting of Debentureholders duly called and held in accordance with the
provisions of Article 11, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of Debentureholders.  Whenever the Company or the Trustee solicits
the taking of any action by the holders of the Debentures, the Company or the
Trustee may fix in advance of such solicitation, a date as the record date for
determining holders entitled to take such action.  The record date shall be not more than fifteen (15) days prior to
the date of commencement of solicitation of such action.  Section 10.02.Proof of Execution by Debentureholders.Subject to the provisions of
Sections 9.01, 9.02 and 11.05, proof of the execution of any instrument by a
Debentureholder or its agent or proxy shall be sufficient if made in accordance
with such reasonable rules and regulations as may be prescribed by the Trustee
or in such manner as shall be satisfactory to the Trustee.  The holding of Debentures shall be proved by
the registry of such Debentures or by a certificate of the Debenture Registrar.  The record of any
Debentureholders meeting shall be proved in the manner provided in
Section 11.06.  Section 10.03.Who Are Deemed Absolute Owners.The Company, the Trustee, any
paying agent, any conversion agent and any Debenture Registrar may deem the
Person in whose name such Debenture shall be registered upon the Debenture
Register to be, and may treat it as, the absolute owner of such Debenture
(whether or not such Debenture shall be overdue and notwithstanding any
notation of ownership or other writing thereon made by any Person other than
the Company or any Debenture Registrar) for the purpose of receiving payment of
or on account of the principal of and Interest on such Debenture, for
conversion of such Debenture and for all other purposes; and neither the
Company nor the Trustee nor any paying agent nor any conversion agent nor any
Debenture Registrar shall be affected by any notice to the contrary.  All such payments so made to any holder for
the time being, or upon his order, shall be valid, and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for
monies payable upon any such Debenture.  Section 10.04.Company-owned Debentures Disregarded.In determining whether the
holders of the requisite aggregate principal amount of Debentures have
concurred in any direction, consent, waiver or other action under this Indenture,
Debentures that are owned by the Company or any other obligor on the Debentures
or any Affiliate of the Company or any other obligor on the Debentures shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination;provided that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, consent, waiver or
other action, only Debentures that a Responsible Officer knows are so owned
shall be so disregarded.  Debentures so
owned that have been pledged in  62 
   good faith may be regarded as Outstanding for the purposes of this
Section 10.04 if the pledgee shall establish to the satisfaction of the
Trustee the pledgees right to vote such Debentures and that the pledgee is not
the Company, any other obligor on the Debentures or any Affiliate of the
Company or any such other obligor.  In
the case of a dispute as to such right, any decision by the Trustee taken upon
the advice of counsel shall be full protection to the Trustee.  Upon request of the Trustee, the Company
shall furnish to the Trustee promptly an Officers Certificate listing and
identifying all Debentures, if any, known by the Company to be owned or held by
or for the account of any of the above described Persons, and, subject to
Section 9.01, the Trustee shall be entitled to accept such Officers
Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Debentures not listed therein are Outstanding for the purpose of
any such determination.  Section 10.05.Revocation Of Consents, Future Holders
Bound.At any time prior to
(but not after) the evidencing to the Trustee, as provided in
Section 10.01, of the taking of any action by the holders of the
percentage in aggregate principal amount of the Debentures specified in this
Indenture in connection with such action, any holder of a Debenture that is
shown by the evidence to be included in the Debentures the holders of which
have consented to such action may, by filing written notice with the Trustee at
its Corporate Trust Office and upon proof of holding as provided in
Section 10.02, revoke such action so far as concerns such Debenture.  Except as aforesaid, any such action taken
by the holder of any Debenture shall be conclusive and binding upon such holder
and upon all future holders and owners of such Debenture and of any Debentures
issued in exchange or substitution therefor, irrespective of whether any
notation in regard thereto is made upon such Debenture or any Debenture issued
in exchange or substitution therefor.  ARTICLE 11
MEETINGS OF DEBENTUREHOLDERS  Section 11.01.Purpose Of Meetings.A meeting of Debentureholders may
be called at any time and from time to time pursuant to the provisions of this
Article 11 for any of the following purposes:  (1)           to
give any notice to the Company or to the Trustee or to give any directions to
the Trustee permitted under this Indenture, or to consent to the waiving of any
default or Event of Default hereunder and its consequences, or to take any
other action authorized to be taken by Debentureholders pursuant to any of the
provisions of Article 8;  (2)           to
remove the Trustee and nominate a successor trustee pursuant to the provisions
of Article 9;  63 
   (3)           to
consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 12.02; or  (4)           to
take any other action authorized to be taken by or on behalf of the holders of
any specified aggregate principal amount of the Debentures under any other
provision of this Indenture or under applicable law.  Section 11.02.Call Of Meetings By Trustee.The Trustee may at any time call
a meeting of Debentureholders to take any action specified in
Section 11.01, to be held at such time and at such place as the Trustee
shall determine.  Notice of every
meeting of the Debentureholders, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting
and the establishment of any record date pursuant to Section 10.01, shall
be mailed to holders of Debentures at their addresses as they shall appear on
the Debenture Register.  Such notice
shall also be mailed to the Company.  Such
notices shall be mailed not less than twenty (20) nor more than ninety (90)
days prior to the date fixed for the meeting.  Any meeting of Debentureholders
shall be valid without notice if the holders of all Debentures then Outstanding
are present in person or by proxy or if notice is waived before or after the
meeting by the holders of all Debentures Outstanding, and if the Company and
the Trustee are either present by duly authorized representatives or have,
before or after the meeting, waived notice.  Section 11.03.Call Of Meetings By Company Or
Debentureholders.In case at
any time the Company, pursuant to a resolution of its Board of Directors, or
the holders of at least ten percent (10%) in aggregate principal amount of the
Debentures then Outstanding, shall have requested the Trustee to call a meeting
of Debentureholders, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed the notice of such meeting within twenty (20) days after receipt of such
request, then the Company or such Debentureholders may determine the time and
the place for such meeting and may call such meeting to take any action
authorized in Section 11.01, by mailing notice thereof as provided in
Section 11.02.  Section 11.04.  Qualifications For Voting.To be entitled to vote at any
meeting of Debentureholders a person shall (a) be a holder of one or more
Debentures on the record date pertaining to such meeting or (b) be a person
appointed by an instrument in writing as proxy by a holder of one or more
Debentures on the record date pertaining to such meeting.  The only persons who shall be entitled to be
present or to speak at any meeting of Debentureholders shall be the persons
entitled to vote at such meeting and their counsel and any representatives of
the Trustee and its counsel and any representatives of the Company and its
counsel.  64 
   Section 11.05.  Regulations.Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Debentureholders, in regard to proof of the
holding of Debentures and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination
of proxies, certificates and other evidence of the right to vote, and such
other matters concerning the conduct of the meeting as it shall think fit.  The Trustee shall, by an
instrument in writing, appoint a temporary chairman of the meeting, unless the
meeting shall have been called by the Company or by Debentureholders as
provided in Section 11.03, in which case the Company or the
Debentureholders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman.  A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the holders of a majority in principal amount of the Debentures
represented at the meeting and entitled to vote at the meeting.  Subject to the provisions of
Section 10.04, at any meeting each Debentureholder or proxyholder shall be
entitled to one vote for each $1,000 principal amount of Debentures held or
represented by him;provided that no vote shall be cast or
counted at any meeting in respect of any Debenture challenged as not
Outstanding and ruled by the chairman of the meeting to be not
Outstanding.  The chairman of the
meeting shall have no right to vote other than by virtue of Debentures held by
him or instruments in writing as aforesaid duly designating him as the proxy to
vote on behalf of other Debentureholders. 
Any meeting of Debentureholders duly called pursuant to the provisions
of Section 11.02 or 11.03 may be adjourned from time to time by the
holders of a majority of the aggregate principal amount of Debentures
represented at the meeting, whether or not constituting a quorum, and the
meeting may be held as so adjourned without further notice.  Section 11.06.Voting.The vote upon any resolution submitted to any meeting of
Debentureholders shall be by written ballot on which shall be subscribed the
signatures of the holders of Debentures or of their representatives by proxy
and the Outstanding principal amount of the Debentures held or represented by them.  The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at
the meeting.  A record in duplicate of
the proceedings of each meeting of Debentureholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was
mailed as provided in Section 11.02. 
The record shall show the principal amount of the Debentures voting in
favor of or against any resolution.  The
record shall be signed and verified by the affidavits of the permanent chairman
and secretary of  65 
   the meeting and one of the duplicates shall be delivered to the Company
and the other to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting.  Any record so signed and
verified shall be conclusive evidence of the matters therein stated.  Section 11.07.No Delay Of Rights By Meeting.Nothing contained in this
Article 11 shall be deemed or construed to authorize or permit, by reason
of any call of a meeting of Debentureholders or any rights expressly or
impliedly conferred hereunder to make such call, any hindrance or delay in the
exercise of any right or rights conferred upon or reserved to the Trustee or to
the Debentureholders under any of the provisions of this Indenture or of the
Debentures.  ARTICLE 12
SUPPLEMENTAL INDENTURES  Section 12.01.Supplemental Indentures Without Consent of
Debentureholders.The
Company, when authorized by the resolutions of the Board of Directors, and the
Trustee may, from time to time, and at any time enter into an indenture or indentures
supplemental hereto for one or more of the following purposes:  (a)make
provision with respect to the conversion rights of the holders of Debentures
pursuant to the requirements of Section 17.06;  (b)subject
to Article 4, to convey, transfer, assign, mortgage or pledge to the
Trustee as security for the Debentures, any property, assets or securities;  (c)to
evidence the succession of another Person to the Company, or successive
successions, and the assumption by the successor Person of the covenants,
agreements and obligations of the Company pursuant to Article 14;  (d)to
add to the covenants of the Company such further covenants, restrictions or
conditions as the Board of Directors and the Trustee shall consider to be for
the benefit of the holders of Debentures, and to make the occurrence, or the
occurrence and continuance, of a default in any such additional covenants,
restrictions or conditions a default or an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth;provided that in respect of any such additional covenant,
restriction or condition, such supplemental indenture may provide for a
particular period of grace after default (which period may be shorter or longer
than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such default or may limit the remedies available to
the Trustee upon such default;  66 
   (e)to
provide for the issuance under this Indenture of Debentures in coupon form
(including Debentures registrable as to principal only) and to provide for
exchangeability of such Debentures with the Debentures issued hereunder in
fully registered form and to make all appropriate changes for such purpose;  (f)to
cure any ambiguity or omission or to correct or supplement any provision
contained herein or in any supplemental indenture that may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to matters or questions
arising under this Indenture that shall not materially adversely affect the
interests of the holders of the Debentures;  (g)to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Debentures;  (h)to
modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary to comply with the requirements of the Commission or to
effect or maintain the qualifications of this Indenture under the Trust
Indenture Act, or under any similar federal statute hereafter enacted;  (i)make
other changes to the Indenture or forms or terms of the Debentures, provided
no such change individually or in the aggregate with all other such changes has
or will have a material adverse effect on the interests of the
Debentureholders; or  (j)conform
any provision of the Indenture to the Description of Debentures
section of the Offering Memorandum.  Upon the written request of the
Company, accompanied by a copy of the resolutions of the Board of Directors
certified by its Secretary or Assistant Secretary authorizing the execution of
any supplemental indenture, the Trustee is hereby authorized to join with the
Company in the execution of any such supplemental indenture, to make any
further appropriate agreements and stipulations that may be therein contained
and to accept the conveyance, transfer and assignment of any property
thereunder, but the Trustee shall not be obligated to, but may in its
discretion, enter into any supplemental indenture that affects the Trustees
own rights, duties or immunities under this Indenture or otherwise.  Any supplemental indenture
authorized by the provisions of this Section 12.01 may be executed by the
Company and the Trustee without the consent of the holders of any of the
Debentures at the time Outstanding, notwithstanding any of the provisions of
Section 12.02.  Notwithstanding any other
provision of the Indenture or the Debentures, the Registration Rights Agreement
and the obligation to pay Liquidated Damages  67 
   thereunder may be amended, modified or waived only in accordance with
the provisions of the Registration Rights Agreement.  Section 12.02.  Supplemental Indenture With Consent Of
Debentureholders.With the
consent (evidenced as provided in Article 10) of the holders of at least a
majority in aggregate principal amount of the Debentures at the time
Outstanding, the Company, when authorized by the resolutions of the Board of
Directors, and the Trustee may, from time to time and at any time, enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or any supplemental indenture or of modifying in any manner the
rights of the holders of the Debentures;provided that no such supplemental
indenture shall extend the fixed maturity of any Debenture, reduce the rate or
extend the time of payment of Interest thereon, reduce the principal amount
thereof, reduce any amount payable upon redemption or repurchase thereof,
impair the right of any Debenture holder to institute suit for the payment
thereof, make the principal thereof or Interest thereon payable in any coin or
currency other than that provided in the Debentures, change the obligation of
the Company to redeem any Debenture on a redemption date in a manner adverse to
the holders of the Debentures, change the obligation of the Company to
repurchase any Debenture upon the happening of a Designated Event in a manner
adverse to the holders of the Debentures, change the obligation of the Company
to repurchase any Debenture on a Repurchase Date in a manner adverse to the
holders of the Debentures, impair the right to convert the Debentures into
Common Stock subject to the terms set forth in the Indenture, including
Section 17.06 thereof, modify the subordination provisions of this
Indenture (including the definition of Senior Indebtedness) in a material
respect in a manner adverse to the holder of Debentures without the consent of
the holder of each Debenture so affected, reduce the number of shares of Common
Stock or amount of other property receivable upon conversion of the Debentures,
modify any of the provisions of Section 12.02 or Section 8.07
thereof, except to increase any such percentage or to provide that certain
other provisions of the Indenture cannot be modified or waived without the
consent of the holder of each Debenture so affected, change any obligation of
the Company to maintain an office or agency in the places and for the purposes
set forth in Section 6.01 thereof, or reduce the quorum or voting
requirements set forth in Article 11 or (ii) reduce the aforesaid
percentage of Debentures, the holders of which are required to consent to any
such supplemental indenture, without the consent of the holders of all
Debentures then Outstanding.  Upon the written request of the
Company, accompanied by a copy of the resolutions of the Board of Directors
certified by its Secretary or Assistant Secretary authorizing the execution of
any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of Debentureholders as aforesaid, the Trustee shall
join with the Company in the execution of such supplemental indenture unless
such supplemental indenture affects the Trustees  68 
   own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to,
enter into such supplemental indenture.  It shall not be necessary for
the consent of the Debentureholders under this Section 12.02 to approve
the particular form of any proposed supplemental indenture, but it shall be
sufficient if such consent shall approve the substance thereof.  Section 12.03.  Effect Of Supplemental Indenture.Any supplemental indenture
executed pursuant to the provisions of this Article 12 shall comply with
the Trust Indenture Act, as then in effect, provided that this Section 12.03
shall not require such supplemental indenture or the Trustee to be qualified
under the Trust Indenture Act prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act or the Indenture has been
qualified under the Trust Indenture Act, nor shall it constitute any admission
or acknowledgment by any party to such supplemental indenture that any such
qualification is required prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act or the Indenture has been
qualified under the Trust Indenture Act. 
Upon the execution of any supplemental indenture pursuant to the
provisions of this Article 12, this Indenture shall be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitation of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the holders of Debentures shall thereafter be
determined, exercised and enforced hereunder, subject in all respects to such
modifications and amendments and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.  Section 12.04.Notation On Debentures.Debentures authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article 12 may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture.  If the Company or the Trustee shall so
determine, new Debentures so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may, at the Companys expense, be
prepared and executed by the Company, authenticated by the Trustee (or an
authenticating agent duly appointed by the Trustee pursuant to
Section 18.10) and delivered in exchange for the Debentures then
Outstanding, upon surrender of such Debentures then Outstanding.  Section 12.05.Evidence Of Compliance Of Supplemental
Indenture To Be Furnished To Trustee.Prior
to entering into any supplemental indenture, the Trustee shall be provided with
an Officers Certificate and an Opinion of Counsel as conclusive evidence that
any supplemental indenture executed pursuant hereto complies with the
requirements of this Article 12 and is otherwise authorized or permitted
by this Indenture.  69 
   ARTICLE 13
[RESERVED]  ARTICLE 14CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE  Section 14.01.Company May Consolidate On Certain
Terms.Subject to the
provisions of Section 14.02, the Company shall not consolidate or merge
with or into any other Person or Persons (whether or not affiliated with the
Company), nor shall the Company or its successor or successors be a party or
parties to successive consolidations or mergers, nor shall the Company sell,
convey, transfer or lease all or substantially all the property and assets of
the Company, to any other Person (whether or not affiliated with the Company),
unless: (i) the Company is the surviving Person, or the resulting, surviving or
transferee Person is organized and existing under the laws of the United States
of America, any state thereof or the District of Columbia;(ii) upon any such
consolidation, merger, sale, conveyance, transfer or lease, the payment of the
principal of and Interest on all of the Debentures pursuant to their terms, and
the performance and observance of all of the covenants and conditions of this
Indenture to be performed by the Company pursuant to the terms set forth
herein, shall be expressly assumed, by supplemental indenture satisfactory in
form to the Trustee, executed and delivered to the Trustee by the Person (if
other than the Company) formed by such consolidation, or into which the Company
shall have been merged, or by the Person that shall have acquired or leased such
property, and such supplemental indenture shall provide for the applicable
conversion rights set forth in Section 17.06; and (iii) immediately
after giving effect to the transaction described above, no Event of Default,
and no event that, after notice or lapse of time or both, would become an Event
of Default, shall have happened and be continuing.  Section 14.02.Successor To Be Substituted.In case of any such
consolidation, merger, sale, conveyance, transfer or lease and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
payment of the principal of and Interest on all of the Debentures pursuant to
their terms and the performance of all of the covenants and conditions of this
Indenture to be performed by the Company pursuant to the terms set forth
herein, such successor Person shall succeed to and be substituted for the
Company, with the same effect as if it had been named herein as the party of
this first part.  Such successor Person
thereupon may cause to be signed, and may issue either in its own name or in
the name of CommScope, Inc. any or all of the Debentures, issuable hereunder
that theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor Person instead of the Company
and subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver, or cause to be
authenticated and delivered, any Debentures that previously shall have been
signed and delivered by  70 
   the officers of the Company to the Trustee
for authentication, and any Debentures that such successor Person thereafter
shall cause to be signed and delivered to the Trustee for that purpose.  All the Debentures so issued shall in all
respects have the same legal rank and benefit under this Indenture as the
Debentures theretofore or thereafter issued in accordance with the terms of
this Indenture as though all of such Debentures had been issued at the date of
the execution hereof.  In the event of
any such consolidation, merger, sale, conveyance, transfer or lease, the Person
named as the Company in the first paragraph of this Indenture or any
successor that shall thereafter have become such in the manner prescribed in
this Article 14 may be dissolved, wound up and liquidated at any time
thereafter and such Person shall be released from its liabilities as obligor and
maker of the Debentures and from its obligations under this Indenture.  In case of any such
consolidation, merger, sale, conveyance, transfer or lease, such changes in
phraseology and form (but not in substance) may be made in the Debentures
thereafter to be issued as may be appropriate.  Section 14.03.  Opinion Of Counsel To Be Given Trustee.The Trustee shall receive an
Officers Certificate and an Opinion of Counsel as conclusive evidence that any
such consolidation, merger, sale, conveyance, transfer or lease and any such
assumption complies with the provisions of this Article 14.  ARTICLE 15 SATISFACTION AND DISCHARGE OF INDENTURE  Section 15.01.Discharge Of Indenture.When (a)
the Company shall deliver to the Trustee for cancellation all Debentures
theretofore authenticated (other than any Debentures that have been destroyed,
lost or stolen and in lieu of or in substitution for which other Debentures
shall have been authenticated and delivered) and not theretofore canceled, or
(b) all the Debentures not theretofore canceled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee, in trust, funds
sufficient to pay at maturity or upon redemption of all of the Debentures
(other than any Debentures that shall have been mutilated, destroyed, lost or
stolen and in lieu of or in substitution for which other Debentures shall have
been authenticated and delivered) not theretofore canceled or delivered to the
Trustee for cancellation, including principal and Interest due or to become due
to such date of maturity or redemption date, as the case may be, accompanied by
a verification report, as to the sufficiency of the deposited amount, from an
independent certified accountant or other financial professional satisfactory
to the Trustee, and if the Company shall also pay or cause to be paid all other
sums payable hereunder by the Company, then this Indenture shall cease to be of
further effect (except as to (i) remaining rights of registration of transfer,  71 
   substitution and exchange and conversion of
Debentures, (ii) rights hereunder of Debentureholders to receive payments of
principal and Interest on, the Debentures and the other rights, duties and
obligations of Debentureholders, as beneficiaries hereof with respect to the
amounts, if any, so deposited with the Trustee and (iii) the rights,
obligations and immunities of the Trustee hereunder), and the Trustee, on
written demand of the Company accompanied by an Officers Certificate and an
Opinion of Counsel as required by Section 9.02 and at the cost and expense
of the Company, shall execute proper instruments acknowledging satisfaction of
and discharging this Indenture; the Company, however, hereby agrees to
reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred by the Trustee and to compensate the Trustee for any services
thereafter reasonably and properly rendered by the Trustee in connection with
this Indenture or the Debentures.  Section 15.02.Deposited Monies To Be Held In Trust By
Trustee.Subject to
Section 15.04 and the subordination provisions in Article 4, all
monies deposited with the Trustee pursuant to Section 15.01, shall be held
in trust for the sole benefit of the Debentureholders, and such monies shall be
applied by the Trustee to the payment, either directly or through any paying
agent (including the Company if acting as its own paying agent), to the holders
of the particular Debentures for the payment or redemption of which such monies
have been deposited with the Trustee, of all sums due and to become due thereon
for principal and Interest.  Section 15.03.  Paying Agent To Repay Monies Held.Upon the satisfaction and
discharge of this Indenture, all monies then held by any paying agent of the
Debentures (other than the Trustee) shall, upon written request of the Company,
be repaid to it or paid to the Trustee, and thereupon such paying agent shall
be released from all further liability with respect to such monies.  Section 15.04.  Return Of Unclaimed Monies.Subject to the requirements of
applicable law, any monies deposited with or paid to the Trustee for payment of
the principal or Interest on Debentures and not applied but remaining unclaimed
by the holders of Debentures for two years after the date upon which the
principal of or Interest on such Debentures, as the case may be, shall have
become due and payable, shall be repaid to the Company by the Trustee on demand
and all liability of the Trustee shall thereupon cease with respect to such
monies; and the holder of any of the Debentures shall thereafter look only to
the Company for any payment that such holder may be entitled to collect unless
an applicable abandoned property law designates another Person.  Section 15.05.  Reinstatement.If the Trustee or the paying agent is unable to apply
any money in accordance with Section 15.02 by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Companys obligations under this
Indenture and the Debentures shall be revived and reinstated as though no
deposit had occurred pursuant to Section 15.01 until such time as the
Trustee or the  72 
   paying agent is permitted to apply all such money in accordance with
Section 15.02;provided that if the Company makes any
payment of Interest on or principal of any Debenture following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the holders of such Debentures to receive such payment from the money held
by the Trustee or paying agent.  ARTICLE 16IMMUNITY OF
INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS  Section 16.01.Indenture And Debentures Solely Corporate
Obligations.No recourse for
the payment of the principal of or Interest on any Debenture, or for any claim
based thereon or otherwise in respect thereof, and no recourse under or upon
any obligation, covenant or agreement of the Company in this Indenture or in
any supplemental indenture or in any Debenture, or because of the creation of
any indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, agent, officer, director or subsidiary, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the
Debentures.  ARTICLE 17
CONVERSION OF DEBENTURES  Section 17.01.Right To Convert.(a) Subject to and in accordance with the provisions
of this Indenture, prior to the close of business on March 14, 2024, the
holder of any Debenture shall have the right, at such holders option, to
convert the principal amount of the Debenture, or any portion of such principal
amount that is a multiple of $1,000, into fully paid and non-assessable shares
of Common Stock (as such shares shall then be constituted) at the Conversion
Rate in effect at such time, by surrender of the Debenture so to be converted in
whole or in part, together with any required funds, under the circumstances
described in this Section 17.01 and in the manner provided in
Section 17.02. The Debentures shall be convertible only upon the
occurrence of one of the following events:  (i)during
any Fiscal Quarter (but only during such Fiscal Quarter) commencing after
June 30, 2004, if the Closing Sale Price of the Common Stock exceeds 120%
of the Conversion Price then in effect for at least twenty (20) Trading Days in
the thirty (30) consecutive Trading Day period ending on the last Trading Day
of the immediately preceding Fiscal Quarter (it being understood for purposes
of this Section 17.01(a)(i) that  73 
   the Conversion
Price in effect at the close of business on each of the thirty (30) consecutive
Trading Days should be used);  (ii)during
the five Business Day period immediately following any five consecutive Trading
Day period (the Measurement Period) in which the Trading Price per $1,000 principal
amount of the Debentures for each day of the Measurement Period was less than
98% of the product of the Closing Sale Price of the Common Stock and the
Conversion Rate then in effect (as determined following the provision by a
Debentureholder of reasonable evidence that such condition has occurred in
accordance with the procedures described below);provided, however,
that the Debentures shall not be convertible pursuant to this clause (ii) if on
any Trading Day during the Measurement Period the Closing Sale Price of the
Common Stock was between 100% and 120% of the then current Conversion Price;  (iii)if
the Debentures have been called for redemption (and only those Debentures that
have been called for redemption), at any time on or after the date the notice
of redemption has been given until the close of business on the Business Day
immediately preceding the redemption date;  (iv)[Reserved];  (v)as
provided in Section 17.01(b).  The Company (or other
conversion agent appointed by the Company) shall determine on a daily basis
during the time period specified in Section 17.01(a)(i) whether the
Debentures shall be convertible as a result of the occurrence of an event
specified in clause (i) above.  Whenever
the Debentures shall become convertible pursuant to this Section 17.01,
the Company or, at the Companys request, the Trustee in the name and at the
expense of the Company, shall notify the holders of the event triggering such
convertibility in the manner provided in Section 18.03, and the Company shall
also publicly announce such information and publish such information on the
Companys web site or through such other public medium as the Company shall use
at such time.  Any notice so given shall
be conclusively presumed to have been duly given, whether or not the holder
receives such notice.  The Trustee (or other
conversion agent appointed by the Company) shall have no obligation to
determine the Trading Price under Section 17.01(a)(ii) unless the Company
has requested such a determination, and the Company shall have no obligation to
make such request unless a holder provides it with reasonable evidence that the
Trading Price per $1,000 principal amount of Debentures would be less than 98%
of the product of the Closing Sale Price of the Common Stock and the Conversion
Rate then in effect.  If such evidence
is provided, the Company shall instruct the Trustee (or other conversion agent)
to determine the Trading Price of the Debentures at the expense of the Company  74 
   beginning on the next Trading Day and on each successive Trading Day
until the Trading Price per $1,000 principal amount of Debentures is greater
than or equal to 98% of the product of the Closing Sale Price of the Common
Stock and the Conversion Rate then in effect; provided that the Trustee
shall be under no duty or obligation to make the calculations described in
Section 17.01(a)(ii) hereof or to determine whether the Debentures are
convertible pursuant to such section. 
For the avoidance of doubt, the Company shall make the calculations
described in Section 17.01(a)(ii), using the Trading Price provided by the
Trustee.  The Trustee shall be entitled
at its sole discretion to consult with the Company and to request the
assistance of the Company in connection with the Trustees duties and
obligations pursuant to Section 17.01(a)(ii) hereof (including without
limitation the determination of the Conversion Rate, the Closing Sale Prices of
the Common Stock and the Trading Price), and the Company agrees, if requested
by the Trustee, to cooperate with, and provide assistance to, the Trustee in
carrying out its duties under this Section 17.01; provided, however, that
nothing herein shall be construed to relieve the Trustee of its duties pursuant
to Section 17.01(a) hereof.  (b)In
addition, if:  (i)(A)  the Company distributes to all holders of
its Common Stock rights, warrants or options entitling them (for a period
expiring within forty-five (45) days of the record date for the determination
of the stockholders entitled to receive such distribution) to subscribe for or
purchase shares of Common Stock, at a price per share less than the average of
the Closing Sale Prices of the Common Stock for the ten (10) Trading Days
immediately preceding, but not including, the declaration date for such
distribution, or (B) the Company distributes to all holders of its Common
Stock, assets, debt securities or rights to purchase its securities (other than
the rights, warrants or options referred to in clause (A) above), where the
Fair Market Value of such distribution per share of Common Stock exceeds 5% of
the Closing Sale Price of the Common Stock on the Trading Day immediately
preceding the declaration date for such distribution, then, in either case, the
Debentures may be surrendered for conversion at any time on and after the date
that the Company gives notice to the holders of such distribution, which shall
be not less than twenty (20) days prior to the Ex-Dividend Time for such
distribution, until the earlier of the close of business on the Business Day
immediately preceding, but not including, the Ex-Dividend Time or the date the
Company publicly announces that such distribution will not take place;provided
that no adjustment to the Conversion Rate will be made nor will a holder of a
Debenture be able to convert pursuant to this Section 17.01(b) if such
holder will otherwise participate in such distribution without conversion; or  75 
   (ii)the
Company consolidates with or merges with or into another Person or is a party
to a binding share exchange or conveys, transfers or sells all or substantially
all of its assets in each case pursuant to which the Companys Common Stock is
converted into cash, securities or other property, then the Debentures may be
surrendered for conversion at any time from and after the date fifteen (15)
days prior to the anticipated effective date of the transaction and ending on
and including the date fifteen (15) days after the consummation of the
transaction (or if such merger, consolidation or share exchange also
constitutes a Designated Event, until the corresponding Designated Event
Repurchase Date).  The Board of
Directors shall determine the anticipated effective date of the transaction,
and such determination shall be conclusive and binding on the holders and shall
be published on the Companys web site or through such other public medium then
used by the Company not later than two (2) Business Days prior to such 15th
day.  Ex-Dividend Time means, with
respect to any distribution on shares of Common Stock, the first date on which
the shares of Common Stock trade regular way on the principal securities market
on which the shares of Common Stock are then traded without the right to
receive such distribution.  (c)A
Debenture in respect of which a holder is electing to exercise its option to
require repurchase upon a Designated Event pursuant to Section 3.05 or
repurchase pursuant to Section 3.06 may be converted only if such holder
withdraws its election in accordance with Section 3.05(b) or
Section 3.08, respectively.  A
holder of Debentures is not entitled to any rights of a holder of Common Stock
until such holder has converted his Debentures to Common Stock, and only to the
extent such Debentures are deemed to have been converted to Common Stock under
this Article 17.  Section 17.02.Conversion Procedures.To convert a Debenture, a holder
must (a) complete and manually sign the Conversion Notice or a facsimile
of the Conversion Notice on the back of the Debenture and deliver such notice
to the Conversion Agent, (b) surrender the Debenture to the Conversion
Agent, (c) furnish appropriate endorsements and transfer documents if
required by the Registrar or the Conversion Agent, (d) pay any transfer or
similar tax, if required and (e) if required, pay funds equal to the Interest
payable on the next interest payment date. 
In the case of a Global Debenture, the holder must comply with clauses
(c)-(e) in the previous sentence and the Conversion Notice shall be completed
by a DTC participant on behalf of the beneficial holder.  The date, within the time periods set forth
in Section 17.01, on which the holder satisfies all of those requirements
is the Conversion
Date.  Debentures surrendered for
conversion in compliance with the provisions of this Indenture shall be deemed
to have been converted immediately prior to the close of business on the
Conversion Date.  76 
   The Company shall deliver to
the holder through the Conversion Agent, no later than the fifth Business Day
following such Conversion Date, a certificate for the number of whole shares of
Common Stock issuable upon conversion and cash in lieu of any fractional shares
pursuant to Section 17.03.  Anything herein to the contrary
notwithstanding, in the case of Global Debentures, Conversion Notices may be
delivered and such Debentures may be surrendered for conversion in accordance
with the applicable procedures of the Depositary as in effect from time to
time.  No payment or adjustment shall
be made for dividends on, or other distributions with respect to, any Common
Stock except as provided in this Article 17.  On conversion of a Debenture, except for conversion during the
period from the close of business on any record date immediately preceding any
interest payment date to the close of business on the Business Day immediately
preceding such interest payment date, in which case the holder on such record
date shall receive the Interest payable on such interest payment date, that
portion of accrued and unpaid Interest on the converted Debenture attributable
to the period from the most recent interest payment date (or, if no interest
payment date has occurred, from the Issue 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 Common Stock
(together with the cash payment, if any, in lieu of fractional shares), or cash
or a combination of cash and Common Stock in lieu thereof, in exchange for the
Debenture being converted pursuant to the provisions hereof, and the Fair
Market Value of such shares of Common Stock (together with any such cash
payment in lieu of fractional shares) shall be treated as issued, to the extent
thereof, first in exchange for accrued and unpaid Interest accrued through the
Conversion Date and the balance, if any, of such Fair Market Value of such
Common Stock (and any such cash payment) shall be treated as issued in exchange
for the principal amount of the Debenture being converted pursuant to the
provisions hereof.  If a holder converts more than
one Debenture at the same time, the number of shares of Common Stock issuable
upon the conversion shall be based on the aggregate principal amount of
Debentures converted.  Upon surrender of a Debenture
that is converted in part, the Company shall execute, and the Trustee shall
authenticate and deliver to the holder, a new Debenture equal in principal amount
to the principal amount of the unconverted portion of the Debenture
surrendered.  Debentures or portions thereof
surrendered for conversion during the period from the close of business on any
record date immediately preceding any interest payment date to the close of
business on the Business Day immediately preceding such interest payment date
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  77 
   interest payment date with respect to the
principal amount of Debentures or portions thereof being surrendered for
conversion; provided
that no such payment need be made (1) if the Company has specified a redemption
date that occurs after a record date but on or prior to the next interest
payment date, (2) if the Company has specified a Designated Event Repurchase
Date during such period or (3) to the extent of any overdue Interest, if any
overdue Interest exists on the Conversion Date with respect to the Debentures
converted.  Section 17.03.  Cash
Payments in Lieu ofFractional Shares.No fractional shares of Common
Stock or scrip certificates representing fractional shares shall be issued upon
conversion of Debentures.   If more than
one Debenture shall be surrendered for conversion at one time by the same
holder, the number of full shares that shall be issuable upon conversion shall
be computed on the basis of the aggregate principal amount of the Debentures
(or specified portions thereof to the extent permitted hereby) so
surrendered.   If any fractional share
of stock would be issuable upon the conversion of any Debenture or Debentures,
the Company shall make an adjustment and payment therefor in cash at the
current market price thereof to the holder of Debentures.  The current market price of a share of
Common Stock shall be the Closing Sale Price of the Common Stock on the last
Trading Day immediately preceding the day on which the Debentures (or specified
portions thereof) are deemed to have been converted.  Section 17.04.  Conversion
Rate.Each
$1,000 principal amount of the Debentures shall be convertible into the number
of shares of Common Stock specified in the form of Debenture (herein called the
Conversion
Rate) attached as Exhibit A hereto, subject to adjustment as
provided in this Article 17. 
Notwithstanding the foregoing, if on any Conversion Date, the Company is
required to pay Liquidated Damages pursuant to the Registration Rights
Agreement, the Conversion Rate on such date shall be multiplied by 1.03.  Section 17.05.  Adjustment
Of ConversionRate.The Conversion Rate shall be adjusted from time to time
(without duplication) by the Company as follows:  (a)In
case the Company shall hereafter pay a dividend or make a distribution to all
holders of the outstanding Common Stock in shares of Common Stock, the
Conversion Rate shall be increased so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect at the opening of
business on the date following the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution by a
fraction,  (i)the
numerator of which shall be the sum of the number of shares of Common Stock
outstanding at the close of business on the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution plus the
total number of shares of Common Stock constituting such dividend or other
distribution; and  78 
   (ii)the
denominator of which shall be the number of shares of Common Stock outstanding
at the close of business on the date fixed for such determination,  such increase to become effective immediately after the opening of
business on the day following the date fixed for such determination.  For the purpose of this paragraph (a), the
number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company. 
The Company will not pay any dividend or make any distribution on shares
of Common Stock held in the treasury of the Company.  If any dividend or distribution of the type described in this
Section 17.05(a) is declared but not so paid or made, the Conversion Rate
shall again be adjusted to the Conversion Rate that would then be in effect if
such dividend or distribution had not been declared.  (b)In
case the Company shall issue rights, options or warrants to all holders of its
outstanding shares of Common Stock entitling them (for a period expiring within
forty-five (45) days after the date fixed for determination of stockholders
entitled to receive such rights, options or warrants) to subscribe for or
purchase shares of Common Stock at a price per share less than the average of
the Closing Sale Prices of the Common Stock for the ten (10) Trading Days
immediately preceding the declaration date for such distribution, the
Conversion Rate shall be increased so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect immediately prior to
the date fixed for determination of stockholders entitled to receive such
rights, options or warrants by a fraction,  (i)the
numerator of which shall be the number of shares of Common Stock outstanding at
the close of business on the date fixed for determination of stockholders
entitled to receive such rights, options or warrants plus the total number of
additional shares of Common Stock offered for subscription or purchase, and  (ii)the
denominator of which shall be the sum of the number of shares of Common Stock
outstanding at the close of business on the date fixed for determination of
stockholders entitled to receive such rights, options or warrants plus the
number of shares that the aggregate offering price of the total number of
shares so offered would purchase at a price equal to the average of the Closing
Sale Prices of the Common Stock for the ten (10) Trading Days immediately
preceding the declaration date for such distribution.  Such adjustment shall be
successively made whenever any such rights, options or warrants are issued, and
shall become effective immediately after the opening of business on the day
following the date fixed for determination of stockholders entitled to receive
such rights, options or warrants.  To
the extent that shares of Common Stock are not delivered after the expiration
of such rights, options or warrants, the Conversion Rate shall be readjusted to
the Conversion  79 
   Rate that would then be in effect had the
adjustments made upon the issuance of such rights, options or warrants been
made on the basis of delivery of only the number of shares of Common Stock
actually delivered.  If such rights, options
or warrants are not so issued, the Conversion Rate shall again be adjusted to
be the Conversion Rate that would then be in effect if such date fixed for the
determination of stockholders entitled to receive such rights, options or
warrants had not been fixed.  In
determining whether any rights, options or warrants entitle the holders to
subscribe for or purchase shares of Common Stock at a price less than the
average of the Closing Sale Prices of the Common Stock for the ten (10) Trading
Days immediately preceding the declaration date for such distribution, and in
determining the aggregate offering price of such shares of Common Stock, there
shall be taken into account any consideration received by the Company for such
rights, options or warrants and any amount payable on exercise or conversion
thereof, the value of such consideration, if other than cash, to be determined
by the Board of Directors.  (c)In
case outstanding shares of Common Stock shall be subdivided into a greater
number of shares of Common Stock, the Conversion Rate in effect at the opening
of business on the day following the day upon which such subdivision becomes
effective shall be proportionately increased, and conversely, in case
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Conversion Rate in effect at the opening of
business on the day following the day upon which such combination becomes
effective shall be proportionately reduced, such increase or reduction, as the
case may be, to become effective immediately after the opening of business on
the day following the day upon which such subdivision or combination becomes
effective.  (d)In
case the Company shall, by dividend or otherwise, distribute to all holders of
its Common Stock shares of any class of capital stock of the Company or
evidences of its indebtedness, property or assets (including rights, options,
warrants and other securities, but excluding any rights, options or warrants
referred to in Section 17.05(b), and excluding any dividend or
distribution (x) paid exclusively in cash or (y) referred to in
Section 17.05(a)) (any of the foregoing hereinafter in this
Section 17.05(d) called the Distributed Property), then, in each such
case (unless the Company elects to reserve such Distributed Property for
distribution to the Debentureholders upon the conversion of the Debentures so
that any such holder converting Debentures will receive upon such conversion,
in addition to the shares of Common Stock to which such holder is entitled, the
amount and kind of such Distributed Property that such holder would have
received if such holder had converted its Debentures into Common Stock
immediately prior to the Record Date for such distribution of the Distributed
Property) the Conversion Rate shall be increased so that the same shall be
equal to the rate determined by multiplying the Conversion Rate in effect
immediately prior to the close of business on the Record Date with respect to
such distribution by a fraction,  80 
   (i)the
numerator of which shall be the Current Market Price on such Record Date; and  (ii)the
denominator of which shall be the Current Market Price on such Record Date less
the Fair Market Value (as determined by the Board of Directors, whose
determination shall be conclusive, and described in a resolution of the Board
of Directors) on the Record Date of the portion of the Distributed Property so
distributed applicable to one share of Common Stock,  such adjustment to become effective immediately prior to the opening of
business on the day following such Record Date;provided that if the then
Fair Market Value (as so determined) of the portion of the Distributed Property
so distributed applicable to one share of Common Stock is equal to or greater
than the Current Market Price on the Record Date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Debentureholder shall
have the right to receive on the date of such dividend or distribution the
amount of Distributed Property such holder would have received had such holder
converted each Debenture on the Record Date. 
If such dividend or distribution is not so paid or made, the Conversion
Rate shall again be adjusted to be the Conversion Rate that would then be in
effect if such dividend or distribution had not been declared.  If the Board of Directors determines the
Fair Market Value of any distribution for purposes of this
Section 17.05(d) by reference to the actual or when issued trading market
for any securities, it must in doing so consider the prices in such market over
the same period used in computing the Current Market Price on the applicable
Record Date.  Notwithstanding the foregoing, if the Distributed Property distributed
by the Company to all holders of its Common Stock consist of capital stock of,
or similar equity interests in, a Subsidiary or other business unit of the
Company (unless such capital stock or similar equity interests are distributed
to the Debentureholders in such distribution as if such holders had converted
their Debentures into shares of Common Stock), the Conversion Rate shall be
increased so that the same shall be equal to the rate determined by multiplying
the Conversion Rate in effect immediately prior to the close of business on the
Record Date with respect to such distribution by a fraction,  (i)  the numerator of which shall be the sum of (A) the average of the
Closing Sale Prices of the Common Stock for the ten (10) consecutive Trading
Days commencing on and including the fifth Trading Day after the date on which
ex-dividend trading commences for such dividend or distribution on the New
York Stock Exchange, the Nasdaq National Market or such other national or
regional exchange or market on which such securities are then listed or quoted
(the Ex-Dividend
Date) plus (B) the average Closing Sales Prices of the securities
distributed in respect of each share of Common Stock for the ten (10)
consecutive Trading Days  81 
   commencing on and including the fifth Trading
Day after the Ex-Dividend Date; and  (ii) the denominator of which
shall be the average of the Closing Sale Prices of the Common Stock for the ten
(10) consecutive Trading Days commencing on and including the fifth Trading Day
after the Ex-Dividend Date,  such adjustment to become effective immediately prior to the opening of
business on the day following such Record Date; provided that the Company
may in lieu of the foregoing adjustment make adequate provision so that each
Debentureholder shall have the right to receive on the date of such
distribution the amount of Distributed Property such holder would have received
had such holder converted each Debenture on the Record Date with respect to such
distribution; and provided further that if (x) the average of the Closing Sale
Prices of the Common Stock for the ten (10) consecutive Trading Days commencing
on and including the fifth Trading Day after the Ex-Dividend Date minus (y) the
average of the Closing Sale Prices of the securities distributed in respect of
each share Common Stock for the ten (10) consecutive Trading Days commencing on
and including the fifth Trading Day after the Ex-Dividend Date is less than
$1.00, then the adjustment provided by for by this paragraph shall not be made
and in lieu thereof the provisions of the first paragraph of this
Section 17.05(d) shall apply to such distribution.  In any case in which this paragraph is
applicable, Section 17.05(a), Section 17.05(b) and the first
paragraph of this Section 17.05(d) shall not be applicable.  Rights or warrants distributed
by the Company to all holders of Common Stock entitling the holders thereof to
subscribe for or purchase shares of the Companys capital stock (either
initially or under certain circumstances), which rights, options or warrants,
until the occurrence of a specified event or events (Trigger Event): (i) are
deemed to be transferred with such shares of Common Stock; (ii) are not
exercisable; and (iii) are also issued in respect of future issuances of Common
Stock, shall be deemed not to have been distributed for purposes of this
Section 17.05 (and no adjustment to the Conversion Rate under this
Section 17.05 will be required) until the occurrence of the earliest Trigger
Event, whereupon such rights, options and warrants shall be deemed to have been
distributed and an appropriate adjustment (if any is required) to the
Conversion Rate shall be made under this Section 17.05(d).  If any such right or warrant, including any
such existing rights, options or warrants distributed prior to the date of this
Indenture, are subject to events, upon the occurrence of which such rights,
options or warrants become exercisable to purchase different securities,
evidences of indebtedness or other assets, then the date of the occurrence of
any and each such event shall be deemed to be the date of distribution and
record date with respect to new rights, options or warrants with such rights
(and a termination or expiration of the existing rights, options or warrants
without exercise by any of the holders thereof).  In addition, in the event of any distribution (or deemed
distribution) of rights, options or warrants, or any Trigger Event or other
event (of  82 
   the type described in the preceding sentence)
with respect thereto that was counted for purposes of calculating a
distribution amount for which an adjustment to the Conversion Rate under this
Section 17.05 was made, (1) in the case of any such rights, options or
warrants that shall all have been redeemed or repurchased without exercise by
any holders thereof, the Conversion Rate shall be readjusted upon such final
redemption or repurchase to give effect to such distribution or Trigger Event,
as the case may be, as though it were a cash distribution, equal to the per
share redemption or repurchase price received by a holder or holders of Common
Stock with respect to such rights, options or warrants (assuming such holder
had retained such rights, options or warrants), made to all holders of Common
Stock as of the date of such redemption or repurchase, and (2) in the case of
such rights, options or warrants that shall have expired or been terminated
without exercise by any holders thereof, the Conversion Rate shall be
readjusted as if such rights, options and warrants had not been issued.  No adjustment of the Conversion
Rate shall be made pursuant to this Section 17.05(d) in respect of rights,
options or warrants distributed or deemed distributed on any Trigger Event to
the extent that such rights, options or warrants are actually distributed, or
reserved by the Company for distribution, to holders of Debentures upon
conversion by such holders of Debentures into Common Stock.  For purposes of this
Section 17.05(d) and Section 17.05(a) and (b), any dividend or
distribution to which this Section 17.05(d) is applicable that also
includes shares of Common Stock, or rights, options or warrants to subscribe
for or purchase shares of Common Stock (or both), shall be deemed instead to be
(1) a dividend or distribution of the evidences of indebtedness, assets or
shares of capital stock other than such shares of Common Stock or rights,
options or warrants (and any Conversion Rate adjustment required by this Section 17.05(d)
with respect to such dividend or distribution shall then be made) immediately
followed by (2) a dividend or distribution of such shares of Common Stock or
such rights, options or warrants (and any further Conversion Rate adjustment required
by Sections 17.05(a) and 17.05(b) with respect to such dividend or distribution
shall then be made), except (A) the Record Date of such dividend or
distribution shall be substituted as the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution, the
date fixed for the determination of stockholders entitled to receive such
rights, options or warrants and the date fixed for such determination within
the meaning of Section 17.05(a) and 17.05(b) and (B) any shares of
Common Stock included in such dividend or distribution shall not be deemed
outstanding at the close of business on the date fixed for the determination
of stockholders entitled to receive such dividend or other distribution or
outstanding at the close of business on the date fixed for such determination
within the meaning of Section 17.05(a).  The reclassification of the
Common Stock into securities including securities other than Common Stock
(other than any reclassification upon an event to which Section 17.06
applies) shall be deemed to involve (a) a distribution of such securities other
than the Common Stock to all holders of Common Stock  83 
   (and the effective date of such
reclassification shall be deemed to be the Record Date within the meaning of
this Section 17.05(d)), and (b) a subdivision or combination, as the case
may be, of the number of shares of Common Stock outstanding immediately prior
to such reclassification into the number of shares of Common Stock outstanding
immediately thereafter (and the effective date of such reclassification shall
be deemed to be the day upon which such subdivision becomes effective or the
day upon which such combination becomes effective, as the case may be, and
the day upon which such subdivision or combination becomes effective within
the meaning of Section 17.05(c)).  (e)In
case the Company shall, by dividend or otherwise, distribute to all holders of
its Common Stock cash (excluding any dividend or distribution in connection
with the liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary), then, in such case, the Conversion Rate shall be
increased so that the same shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to the close of business on such
Record Date by a fraction,  (i)the
numerator of which shall be the Current Market Price on such Record Date; and  (ii)the
denominator of which shall be the Current Market Price on such Record Date less
the amount of cash so distributed (and not excluded as provided above)
applicable to one share of Common Stock,  such adjustment to be effective immediately prior to the opening of
business on the day following the Record Date;provided that if the
portion of the cash so distributed applicable to one share of Common Stock is
equal to or greater than the Current Market Price on the Record Date, in lieu
of the foregoing adjustment, adequate provision shall be made so that each Debentureholder
shall have the right to receive on the date of such dividend or distribution
the amount of cash such holder would have received had such holder converted
each Debenture on the record date.  If
such dividend or distribution is not so paid or made, the Conversion Rate shall
again be adjusted to be the Conversion Rate that would then be in effect if
such dividend or distribution had not been declared.  (f)In
case a tender or exchange offer made by the Company or any Subsidiary for all
or any portion of the Common Stock shall expire and such tender or exchange
offer (as amended upon the expiration thereof) shall require the payment to
stockholders of consideration per share of Common Stock having a Fair Market
Value (as determined by the Board of Directors, whose determination shall be
conclusive and described in a resolution of the Board of Directors) that as of
the last time (the Expiration Time) tenders or exchanges may
be made pursuant to such tender or exchange offer (as it may be amended)
exceeds the Closing Sale Price per share of Common Stock on the Trading Day
next succeeding the Expiration Time, the Conversion Rate shall be increased so  84 
   that the same shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to the Expiration Time by a
fraction,  (i)the
numerator of which shall be the sum of (x) the Fair Market Value (determined as
aforesaid) of the aggregate consideration payable to stockholders based on the
acceptance (up to any maximum specified in the terms of the tender or exchange
offer) of all shares validly tendered or exchanged and not withdrawn as of the
Expiration Time (the shares deemed so accepted up to any such maximum, being
referred to as the Purchased Shares) and (y) the product of
the number of shares of Common Stock outstanding (less any Purchased Shares) at
the Expiration Time and the Closing Sale Price per share of Common Stock on the
Trading Day next succeeding the Expiration Time, and  (ii)the
denominator of which shall be the number of shares of Common Stock outstanding
(including any tendered or exchanged shares) at the Expiration Time multiplied
by the Closing Sale Price per share of Common Stock on the Trading Day next succeeding
the Expiration Time,  such adjustment to become effective immediately prior to the opening of
business on the day following the Expiration Time.  If the Company is obligated to purchase shares pursuant to any
such tender or exchange offer, but the Company 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
made.  (g)No
adjustment in the Conversion Rate shall be made for any increase or decrease in
the par value of the Common Stock, or a change in the par value of the Common
Stock to no par value.  (h)[Reserved].  (i)For
purposes of this Section 17.05, the following terms shall have the meaning
indicated:  (i)Current
Market Price shall mean the average of the daily Closing Sale
Prices per share of Common Stock for the ten (10) consecutive Trading Days
ending on the earlier of the day in question and the day before the ex
date with respect to the issuance, distribution, subdivision or combination
requiring such computation.  For purpose
of this paragraph, the term ex date, (1) when used with respect to any
issuance or distribution, means the first date on which the Common Stock
trades, regular way, on the relevant exchange or in the relevant market from
which the Closing Sale Price of the Common Stock was obtained without the right
to receive such issuance or distribution, and (2) when used with respect to any
subdivision or combination of shares of Common  85 
   Stock, means
the first date on which the Common Stock trades, regular way, on such exchange
or in such market after the time at which such subdivision or combination
becomes effective.  If another issuance,
distribution, subdivision or combination to which Section 17.05 applies
occurs during the period applicable for calculating Current Market Price
pursuant to the definition in the preceding paragraph, Current Market Price shall
be calculated for such period in a manner determined by the Board of Directors
to reflect the impact of such issuance, distribution, subdivision or
combination on the Closing Sale Price of the Common Stock during such period.  (ii)Fair Market
Value shall mean the amount that a willing buyer would pay a
willing seller in an arms-length transaction.  (iii)Record Date
shall mean, with respect to any dividend, distribution or other transaction or
event in which the holders of Common Stock have the right to receive any cash,
securities or other property or in which the Common Stock (or other applicable
security) is exchanged for or converted into any combination of cash,
securities or other property, the date fixed for determination of stockholders
entitled to receive such cash, securities or other property (whether such date
is fixed by the Board of Directors or by statute, contract or otherwise).  (iv)Trading Day
shall mean a day during which trading in securities generally occurs on the New
York Stock Exchange or, if the Common Stock is not listed on the New York Stock
Exchange, on the principal other national or regional securities exchange on
which the Common Stock is then listed or, if the Common Stock is not listed on
a national or regional securities exchange, on the Nasdaq or, if the Common
Stock is not quoted on Nasdaq, on the principal other market on which the
Common Stock is then traded.  (j)The
Company may make such increases in the Conversion Rate, in addition to those
required by Section 17.05(a), (b), (c), (d), (e) or (f) as the Board of
Directors considers to be advisable to avoid or diminish any income tax to
holders of Common Stock or rights to purchase Common Stock resulting from any
dividend or distribution of stock (or rights to acquire stock) or from any
event treated as such for income tax purposes.  To the extent permitted by
applicable law, the Company from time to time may increase the Conversion Rate
by any amount for any period of time if the Board of Directors shall have made
a determination that such increase would be in the best interests of the
Company, which determination shall be conclusive.  Whenever the Conversion Rate is increased pursuant to the
preceding sentence, the Company shall mail, or cause the Trustee to mail, to
holders of record of the Debentures a notice of the increase prior to the date
the increased Conversion  86 
   Rate takes effect, and such notice shall
state the increased Conversion Rate and the period during which it will be in
effect.  (k)All
calculations under this Article 17 shall be made by the Company and shall
be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of
a share, as the case may be.  No
adjustment need be made for rights to purchase Common Stock pursuant to a
Company plan for reinvestment of dividends or interest or for any issuance of
Common Stock or convertible or exchangeable securities or rights to purchase
Common Stock or convertible or exchangeable securities.  To the extent the Debentures become
convertible into cash, assets, property or securities (other than capital stock
of the Company or any other Person), no adjustment need be made thereafter as
to the cash, assets, property or such securities.  Interest will not accrue on any cash into which the Debentures
are convertible.  (l)Whenever
the Conversion Rate is adjusted as herein provided, the Company shall promptly
file with the Trustee and any conversion agent other than the Trustee an
Officers Certificate setting forth the Conversion Rate after such adjustment
and setting forth a brief statement of the facts requiring such
adjustment.  Unless and until a
Responsible Officer of the Trustee shall have received such Officers
Certificate, the Trustee shall not be deemed to have knowledge of any
adjustment of the Conversion Rate and may assume that the last Conversion Rate
of which it has knowledge is still in effect. 
Promptly after delivery of such certificate, the Company shall prepare a
notice of such adjustment of the Conversion Rate setting forth the adjusted
Conversion Rate and the date on which each adjustment becomes effective and
shall mail, or cause the Trustee to mail, such notice of such adjustment of the
Conversion Rate to the holder of each Debenture at his last address appearing
on the Debenture Register provided for in Section 2.05 of this Indenture,
within twenty (20) days after execution thereof.  Failure to deliver such notice shall not affect the legality or
validity of any such adjustment.  (m)In
any case in which this Section 17.05 provides that an adjustment shall
become effective immediately after (1) a record date or Record Date for an
event, (2) the date fixed for the determination of stockholders entitled to
receive a dividend or distribution pursuant to Section 17.05(a), (3) a
date fixed for the determination of stockholders entitled to receive rights,
options or warrants pursuant to Section 17.05(b) or (4) the Expiration Time
for any tender or exchange offer pursuant to Section 17.05(f) (each a Determination
Date), the Company may elect to defer until the occurrence of the
applicable Adjustment Event (as hereinafter defined) (x) issuing to the holder
of any Debenture converted after such Determination Date and before the
occurrence of such Adjustment Event, the additional shares of Common Stock or
other securities issuable upon such conversion by reason of the adjustment
required by such Adjustment Event over and above the Common Stock issuable upon
such conversion before giving effect to such adjustment and (y) paying to such
holder  87 
   any amount in cash in lieu of any fraction pursuant to
Section 17.03.  For purposes of
this Section 17.05(m), the term Adjustment Event shall mean:  (i)in
any case referred to in clause (1) hereof, the occurrence of such event,  (ii)in
any case referred to in clause (2) hereof, the date any such dividend or
distribution is paid or made,  (iii)in
any case referred to in clause (3) hereof, the date of expiration of such
rights, options or warrants, and  (iv)in
any case referred to in clause (4) hereof, the date a sale or exchange of
Common Stock pursuant to such tender or exchange offer is consummated and
becomes irrevocable.  (n)For
purposes of this Section 17.05, the number of shares of Common Stock at
any time outstanding shall not include shares held in the treasury of the
Company but shall include shares issuable in respect of scrip certificates issued
in lieu of fractions of shares of Common Stock.  The Company will not pay any dividend or make any distribution on
shares of Common Stock held in the treasury of the Company.  Section 17.06.  Effect Of
Reclassification, Consolidation, Merger or Sale.If any of the following events
occur, namely (i) any reclassification or change of the outstanding shares of
Common Stock (other than a subdivision or combination to which
Section 17.05(c) applies), (ii) any consolidation, merger or binding share
exchange of the Company with another Person as a result of which holders of
Common Stock shall be entitled to receive stock, other securities or other
property or assets (including cash) with respect to or in exchange for such
Common Stock, or (iii) any sale or conveyance of all or substantially all of
the properties and assets of the Company to any other Person as a result of
which holders of Common Stock shall be entitled to receive stock, other
securities or other property or assets (including cash) with respect to or in
exchange for such Common Stock, then the Company or the successor or purchasing
Person, as the case may be, shall execute with the Trustee a supplemental
indenture (which shall comply with the Trust Indenture Act as in force at the
date of execution of such supplemental indenture) providing that each Debenture
shall be convertible into the kind and amount of shares of stock, other
securities or other property or assets (including cash) receivable upon such
reclassification, change, consolidation, merger, combination, sale or
conveyance by a holder of a number of shares of Common Stock issuable upon
conversion of such Debentures (assuming, for such purposes, a sufficient number
of authorized shares of Common Stock are available to convert all such Debentures)
immediately prior to such reclassification, change, consolidation, merger,
combination, sale or conveyance assuming such holder of Common Stock did not
exercise his rights of election, if any, as to the kind or amount of stock,
other securities or other property or assets (including cash)  88 
   receivable upon such reclassification,
change, consolidation, merger, combination, sale or conveyance (provided
that, if the kind or amount of stock, other securities or other property or
assets (including cash) receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance is not the same for each
share of Common Stock in respect of which such rights of election shall not
have been exercised (non-electing share), then for the purposes
of this Section 17.06 the kind and amount of stock, other securities or
other property or assets (including cash) receivable upon such
reclassification, change, consolidation, merger, combination, sale or
conveyance for each non-electing share shall be deemed to be the kind and
amount so receivable per share by a plurality of the non-electing shares).  Such supplemental indenture shall provide
for adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article 17.  The Company shall cause notice
of the execution of such supplemental indenture to be mailed to each holder of
Debentures, at its address appearing on the Debenture Register provided for in
Section 2.05 of this Indenture, within twenty (20) days after execution
thereof.  Failure to deliver such notice
shall not affect the legality or validity of such supplemental indenture.  The above provisions of this
Section shall similarly apply to successive reclassifications, changes,
consolidations, mergers, combinations, sales and conveyances.  If this Section 17.06
applies to any event or occurrence, Section 17.05 shall not apply.  Section 17.07.  Taxes On
Shares Issued.The issue of stock certificates on conversions of Debentures
shall be made without charge to the converting Debentureholder for any
documentary, stamp or similar issue or transfer tax in respect of the issue
thereof.  The Company shall not,
however, be required to pay any such tax that may be payable in respect of any
transfer involved in the issue and delivery of stock in any name other than
that of the holder of any Debenture converted, and the Company shall not be
required to issue or deliver any such stock certificate unless and until the
Person or Persons requesting the issue thereof shall have paid to the Company
the amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid.  Section 17.08.  Reservation
of Shares, Shares to Be Fully Paid;Compliance
With Governmental Requirements;Listing of Common Stock.The Company shall provide, free from preemptive
rights, out of its authorized but unissued shares or shares held in treasury,
sufficient shares of Common Stock to provide for the conversion of the
Debentures from time to time as such Debentures are presented for conversion.  Before taking any action that
would cause an adjustment increasing the Conversion Rate to an amount that
would cause the Conversion Price to be  89 
   reduced below the then par value, if any, of
the shares of Common Stock issuable upon conversion of the Debentures, the
Company will take all corporate action that may, in the opinion of its counsel,
be necessary in order that the Company may validly and legally issue shares of
such Common Stock at such adjusted Conversion Rate.  The Company covenants that all
shares of Common Stock that may be issued upon conversion of Debentures will
upon issue be fully paid and non-assessable by the Company and free from all
taxes, liens and charges with respect to the issue thereof.  The Company covenants that, if
any shares of Common Stock to be provided for the purpose of conversion of
Debentures hereunder require registration with or approval of any governmental
authority under any federal or state law before such shares may be validly
issued upon conversion, the Company will in good faith and as expeditiously as
possible, to the extent then permitted by the rules and interpretations of the
Commission (or any successor thereto), endeavor to secure such registration or
approval, as the case may be.  The Company further covenants
that, if at any time the Common Stock shall be listed on the New York Stock
Exchange or any other national securities exchange or automated quotation
system, the Company will, if permitted by the rules of such exchange or
automated quotation system, list and keep listed, so long as the Common Stock
shall be so listed on such exchange or automated quotation system, all Common
Stock issuable upon conversion of the Debenture;provided that if the rules
of such exchange or automated quotation system permit the Company to defer the
listing of such Common Stock until the first conversion of the Debentures into
Common Stock in accordance with the provisions of this Indenture, the Company
covenants to list such Common Stock issuable upon conversion of the Debentures
in accordance with the requirements of such exchange or automated quotation
system at such time.  Section 17.09. 
Responsibility Of Trustee.The Trustee and any other
conversion agent shall not at any time be under any duty or responsibility to
any holder of Debentures to determine the Conversion Rate or whether any facts
exist that may require any adjustment of the Conversion Rate, or with respect
to the nature or extent or calculation of any such adjustment when made, or
with respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same.  The Trustee and any other conversion agent shall not be
accountable with respect to the validity or value (or the kind or amount) of
any shares of Common Stock, or of any securities or property, which may at any
time be issued or delivered upon the conversion of any Debenture; and the
Trustee and any other conversion agent make no representations with respect
thereto.  Neither the Trustee nor any
conversion agent shall be responsible for any failure of the Company to issue,
transfer or deliver any shares of Common Stock or stock certificates or other
securities or property or cash upon the surrender of any Debenture for the
purpose of conversion or to comply with any of the duties,  90 
   responsibilities or covenants of the Company
contained in this Article 17. 
Without limiting the generality of the foregoing, neither the Trustee
nor any conversion agent shall be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture entered
into pursuant to Section 17.06 relating either to the kind or amount of
shares of stock or securities or property (including cash) receivable by
Debentureholders upon the conversion of their Debentures after any event
referred to in such Section 17.06 or to any adjustment to be made with
respect thereto, but, subject to the provisions of Section 9.01, may
accept as conclusive evidence of the correctness of any such provisions, and
shall be protected in relying upon, the Officers Certificate (which the
Company shall be obligated to file with the Trustee prior to the execution of
any such supplemental indenture) with respect thereto.  Section 17.10.  Notice To
Holders PriorTo Certain Actions.In case:  (a)the
Company shall declare a dividend (or any other distribution) on its Common
Stock that would require an adjustment in the Conversion Rate pursuant to
Section 17.05; or  (b)the
Company shall authorize the granting to the holders of all or substantially all
of its Common Stock of rights, options or warrants to subscribe for or purchase
any share of any class of capital stock or any other rights, options or
warrants; or  (c)of
any reclassification or reorganization of the Common Stock of the Company
(other than a subdivision or combination of its outstanding Common Stock, or a
change in par value, or from par value to no par value, or from no par value to
par value), or of any consolidation or merger to which the Company is a party
and for which approval of any stockholders of the Company is required, or of
the sale or transfer of all or substantially all of the assets of the Company;
or  (d)of
the voluntary or involuntary dissolution, liquidation or winding up of the
Company; or  the Company shall cause to be filed with the Trustee and to be mailed
to each holder of Debentures at his address appearing on the Debenture Register
provided for in Section 2.05 of this Indenture, as promptly as possible
but in any event at least ten (10) days prior to the applicable date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution or rights or warrants, or,
if a record is not to be taken, the date as of which the holders of Common
Stock of record to be entitled to such dividend, distribution or rights are to
be determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is expected to
become effective or occur, and the date as of which it is expected that holders
of Common Stock of record shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or  91 
   winding up.  Failure to give
such notice, or any defect therein, shall not affect the legality or validity
of such dividend, distribution, reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up.  Section 17.11.  Stockholder
Rights Plans.There shall be no adjustment to the Conversion Rate upon the
issuance of the (the Rights) provided for in the Companys
shareholder rights agreement dated June 12, 1997, between the Company and
ChaseMellon Shareholder Services, L.L.C., as amended, or in any future rights
plan adopted by the Company, prior to the Rights separating from the Common
Stock.  If the Rights have separated
from the shares of Common Stock in accordance with the provisions of the
applicable stockholder rights agreement so that the holders of the Debentures
would not be entitled to receive any rights in respect of Common Stock issuable
upon conversion of the Debentures, the Conversion Rate will be adjusted as if
the Company distributed to all holders of Common Stock shares of the Companys
capital stock, evidences of indebtedness, property or assets (including
securities but excluding rights or warrants to purchase Common Stock issued to
all holders of Common Stock, Common Stock issued as a dividend or distribution
on Common Stock and cash distributions), subject to readjustment in the event
of the expiration, termination or redemption of the rights.  In lieu of any such adjustment, the Company
may amend such applicable stockholder rights agreement, to the extent
necessary, to provide that upon conversion of the Debentures the holders will
receive, in addition to the Common Stock issuable upon such conversion, the
rights that would have attached to such Common Stock if the rights had not
become separated from the Common Stock under such applicable stockholder rights
agreement.  Section 17.12.  Issuer
Determination Final.Any determination that the Company or Board of Directors of
the Company must make pursuant to Section 17.01, Section 17.02,
Section 17.03, Section 17.04, Section 17.05 or
Section 17.06 shall, absent manifest error, be conclusive.  ARTICLE 18
MISCELLANEOUS PROVISIONS  Section 18.01.  Provisions
Binding On Companys Successors.All the covenants, stipulations,
promises and agreements by the Company contained in this Indenture shall bind
its successors and assigns whether so expressed or not.  Section 18.02.  Official
Acts By Successor Corporation.Any act or proceeding by any
provision of this Indenture authorized or required to be done or performed by
any board, committee or officer of the Company shall and may be done and
performed with like force and effect by the like board, committee or officer of
any Person that shall at the time be the lawful sole successor of the Company.  92 
   Section 18.03.  Addresses
For Notices, Etc.Any notice or demand that by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the holders
of Debentures on the Company shall be deemed to have been sufficiently given or
made, for all purposes, if given or served by being deposited postage prepaid
by registered or certified mail in a post office letter box or sent by
telecopier transmission addressed as follows: 
CommScope, Inc., 1100 CommScope Place, S.E., P.O. Box 339, Hickory,
North Carolina, 28602, Attention: Frank B. Wyatt, II.  Any notice, direction, request or demand hereunder to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or served by being deposited, postage prepaid, by registered
or certified mail in a post office letter box or sent by telecopier
transmission addressed as follows: Wachovia Bank, National Association, NC1179
401 South Tryon Street, 12th Floor, Charlotte, NC 28288-1179, Attention,
Patrick L. Teague, Telephone: 704-374-2080, Facsimile: 704-383-7316.  Any notice or demand that by
any provision of this Indenture is required or permitted to be given or served
by the Company may, at the Companys written request received by the Trustee
not fewer than five (5) Business Days prior (or such shorter period of time as
may be acceptable to the Trustee) to the date on which such notice must be
given or served, be given or served by the Trustee in the name of and at the
expense of the Company.  The Trustee, by notice to the
Company, may designate additional or different addresses for subsequent notices
or communications.  Any notice or communication
mailed to a Debentureholder shall be mailed to him by first class mail, postage
prepaid, at his address as it appears on the Debenture Register and shall be
sufficiently given to him if so mailed within the time prescribed.  Failure to mail a notice or
communication to a Debentureholder or any defect in it shall not affect its
sufficiency with respect to other Debentureholders.  If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.  Section 18.04.  Governing
Law.This
Indenture and each Debenture shall be deemed to be a contract made under the
laws of the State of New York, and for all purposes shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to conflicts of laws principles thereof.  Section 18.05.  Evidence Of
Compliance With Conditions Precedent, Certificates
To Trustee.Upon any
application or demand by the Company to the Trustee to take any action under
any of the provisions of this Indenture, the Company shall furnish to the
Trustee an Officers Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with, and an Opinion of Counsel stating that,  93 
   in the opinion of such counsel, all such
conditions precedent have been complied with; provided, that with respect
to matters of fact, an Opinion of Counsel may rely on an Officers Certificate
or a certificate of public officials.  Each certificate or opinion
provided for in this Indenture and delivered to the Trustee with respect to
compliance with a condition or covenant provided for in this Indenture shall
include: (1) a statement that the person making such certificate or opinion has
read such covenant or condition; (2) a brief statement as to the nature and
scope of the examination or investigation upon which the statement or opinion
contained in such certificate or opinion is based; (3) a statement that, in the
opinion of such person, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and (4) a statement as to
whether or not, in the opinion of such person, such condition or covenant has
been complied with.  Section 18.06.  Legal
Holidays.In
any case in which the date of maturity of Interest on or principal of the
Debentures or the redemption or repurchase date of any Debenture will not be a
Business Day, then payment of such Interest on or principal of the Debentures
need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the date of maturity or the
redemption or repurchase date, and no Interest shall accrue for the period from
and after such date.  Section 18.07.  Trust
Indenture Act.This Indenture is hereby made subject to, and shall be
governed by, the provisions of the Trust Indenture Act required to be part of
and to govern indentures qualified under the Trust Indenture Act;provided
that unless otherwise required by law, notwithstanding the foregoing, this
Indenture and the Debentures issued hereunder shall not be subject to the
provisions of subsections (a)(1), (a)(2), and (a)(3) of Section 314 of the
Trust Indenture Act as now in effect or as hereafter amended or modified;provided
further
that this Section 18.07 shall not require this Indenture or the Trustee to
be qualified under the Trust Indenture Act prior to the time such qualification
is in fact required under the terms of the Trust Indenture Act, nor shall it
constitute any admission or acknowledgment by any party to the Indenture that
any such qualification is required prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act.  If any provision hereof limits, qualifies or conflicts with
another provision hereof that is required to be included in an indenture
qualified under the Trust Indenture Act, such required provision shall control.  Section 18.08.  No Security
Interest Created.Nothing in this Indenture or in the Debentures, expressed or
implied, shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect, in any jurisdiction in which property of the Company or its
subsidiaries is located.  94 
   Section 18.09.  Benefits Of
Indenture.Nothing in this Indenture or in the Debentures, express or
implied, shall give to any Person, other than the parties hereto, any paying
agent, any authenticating agent, any Debenture Registrar and their successors
hereunder and the holders of Debentures any benefit or any legal or equitable
right, remedy or claim under this Indenture.  Section 18.10. 
Authenticating Agent.The Trustee may appoint an
authenticating agent that shall be authorized to act on its behalf, and subject
to its direction, in the authentication and delivery of Debentures in connection
with the original issuance thereof and transfers and exchanges of Debentures
hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 3.03 and 3.05, as
fully to all intents and purposes as though the authenticating agent had been
expressly authorized by this Indenture and those Sections to authenticate and
deliver Debentures.  For all purposes of
this Indenture, the authentication and delivery of Debentures by the
authenticating agent shall be deemed to be authentication and delivery of such
Debentures by the Trustee and a certificate of authentication executed on
behalf of the Trustee by an authenticating agent shall be deemed to satisfy any
requirement hereunder or in the Debentures for the Trustees certificate of
authentication.  Such authenticating
agent shall at all times be a Person eligible to serve as trustee hereunder
pursuant to Section 9.09.  Any corporation into which any
authenticating agent may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, consolidation or
conversion to which any authenticating agent shall be a party, or any
corporation succeeding to the corporate trust business of any authenticating
agent, shall be the successor of the authenticating agent hereunder, if such
successor corporation is otherwise eligible under this Section 18.10,
without the execution or filing of any paper or any further act on the part of
the parties hereto or the authenticating agent or such successor corporation.  Any authenticating agent may at
any time resign by giving written notice of resignation to the Trustee and to
the Company.  The Trustee may at any
time terminate the agency of any authenticating agent by giving written notice
of termination to such authenticating agent and to the Company.  Upon receiving such a notice of resignation
or upon such a termination, or in case at any time any authenticating agent
shall cease to be eligible under this Section, the Trustee shall either
promptly appoint a successor authenticating agent or itself assume the duties
and obligations of the former authenticating agent under this Indenture and,
upon such appointment of a successor authenticating agent, if made, shall give
written notice of such appointment of a successor authenticating agent to the
Company and shall mail notice of such appointment of a successor authenticating
agent to all holders of Debentures as the names and addresses of such holders
appear on the Debenture Register.  The Company agrees to pay to
the authenticating agent from time to time such reasonable compensation for its
services as shall be agreed upon in writing between the Company and the
authenticating agent.  95 
   The provisions of Sections
9.02, 9.03, 9.04 and 10.03 and this Section 18.10 shall be applicable to
any authenticating agent.  Section 18.11.  Execution
In Counterparts.This Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.  Section 18.12. 
Severability.In case any provision in this Indenture or in the Debentures
shall be invalid, illegal or unenforceable, then (to the extent permitted by
law) the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.  Wachovia Bank, National
Association, hereby accepts the duties of Trustee in this Indenture declared
and provided, upon the terms and conditions herein above set forth.  Section 18.13.  Table of
Contents, Headings, Etc.The table of contents and the titles and headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not considered a part hereof, and shall in no way modify
or restrict any of the terms or provisions hereof.  96 
   IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed.  COMMSCOPE, INC.By:
  /s/ Jearld L. LeonhardtName:
  Jearld L. LeonhardtTitle:
  Executive Vice President
  and Chief Financial OfficerWACHOVIA BANK, NATIONAL
  ASSOCIATION, as TrusteeBy:
  /s/ Paul F. AnatrellaName:
  Paul F. AnatrellaTitle:
  Vice President  
   EXHIBIT A  [Include only for Global
Debentures]  [UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) (THE DEPOSITARY, WHICH TERM INCLUDES ANY
SUCCESSOR DEPOSITARY FOR THE CERTIFICATES) TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREIN IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]  [Include only for Debentures
that are Restricted Securities]  THIS SECURITY AND THE SHARES OF COMMSCOPE,
INC. (THE COMPANY) COMMON STOCK (COMMON STOCK) ISSUABLE UPON CONVERSION OF
THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE SECURITIES ACT), OR ANY STATE SECURITIES LAWS.  NEITHER THIS SECURITY, THE SHARES OF COMMON
STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.  THE HOLDER OF
THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE RESALE RESTRICTION TERMINATION
DATE) THAT IS TWO YEARS AFTER THE LATER OF THE LAST DATE ON WHICH THE 1.00%
CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2024 OF THE COMPANY WERE ORIGINALLY
ISSUED AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A)
TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS  A-1 
   THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE RIGHTS OF THE COMPANY AND THE WITHIN MENTIONED
TRUSTEE PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES,
WHERE REGISTRATION OR TRANSFER OF THIS SECURITY IS REQUIRED, A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY COMPLETED AND
DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER
THE RESALE RESTRICTION TERMINATION DATE UPON THE REQUEST OF THE HOLDER AND THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION
SATISFACTORY TO THE COMPANY.  A-2 
   COMMSCOPE, INC.  1.00% CONVERTIBLE SENIOR SUBORDINATED
DEBENTURE DUE 2024  CUSIP: 203372 AC 1No. 1
  $  CommScope, Inc., a corporation
duly organized and validly existing under the laws of the State of Delaware
(herein called the Company, which term includes any successor
corporation under the Indenture referred to on the reverse hereof), for value
received hereby promises to pay to CEDE & CO. or its registered assigns,
[the principal sum of 
DOLLARS] [the principal sum set forth on Schedule I hereto, which amount
shall not exceed 
($ ),]
1 on March 15, 2024 at the office or agency of the Company
maintained for that purpose in accordance with the terms of the Indenture, in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
Interest, semiannually on March 15 and September 15 of each year
(each, an Interest Payment Date), commencing September 15, 2004,
on said principal sum at said office or agency, in like coin or currency, at
the rate per annum of 1.00%, from the March 15 or September 15, as
the case may be, next preceding the date of this Debenture to which Interest
has been paid or duly provided for, unless the date hereof is a date to which
Interest has been paid or duly provided for, in which case from the date of
this Debenture, or unless no Interest has been paid or duly provided for on the
Debentures, in which case from March 24, 2004 until payment of said
principal sum has been made or duly provided for.  Notwithstanding the foregoing, if the date hereof is after any
March 1 or September 1, as the case may be, and before the following
March 15 or September 15, this Debenture shall bear Interest from
such March 15 or September 15;provided that if the Company shall
default in the payment of Interest due on such March 15 or
September 15, then this Debenture shall bear Interest from the next
preceding March 15 or September 15 to which Interest has been paid or
duly provided for or, if no Interest has been paid or duly provided for on such
Debenture, from March 24, 2004. 
Except as otherwise provided in the Indenture, the Interest payable on
the Debenture pursuant to the Indenture on any March 15 or
September 15 will be paid to the Person entitled thereto as it appears in
the Debenture Register at the close of business on the record date, which shall
be the March 1 or September 1 (whether or not a Business Day) (each a
Record
Date) next preceding such March 15 or September 15, as
provided in the Indenture;provided that any such Interest not
punctually paid or duly provided for shall be payable as provided in the
Indenture.   The Company shall pay
Interest (i)  
 1
For Global Notes only.  A-3 
   on any Debentures in certificated form by
check mailed to the address of the Person entitled thereto as it appears in the
Debenture Register or (ii) on any Global Debenture by wire transfer of
immediately available funds to the account of the Depositary or its nominee.  Reference is made to the further
provisions of this Debenture set forth on the reverse hereof, including,
without limitation, provisions subordinating the payment of principal of and
Interest on the Debentures to the prior payment in full of all Senior
Indebtedness, as defined in the Indenture, and provisions giving the holder of
this Debenture the right to convert this Debenture into Common Stock of the
Company on the terms and subject to the limitations referred to on the reverse
hereof and as more fully specified in the Indenture.  Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.  This Debenture shall be deemed
to be a contract made under the laws of the State of New York, and for all
purposes shall be construed in accordance with and governed by the laws of the
State of New York, without regard to conflicts of laws principles thereof.  This Debenture shall not be
valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been manually signed by the Trustee or a duly
authorized authenticating agent under the Indenture.  A-4 
   IN WITNESS WHEREOF, the Company has caused this Debenture to be duly
executed.  Dated:  March 24, 2004COMMSCOPE, INC.By:Name:Title:  A-5 
   TRUSTEES CERTIFICATE OF AUTHENTICATION  This is one of the Debentures described in
the within-named Indenture.  Wachovia Bank, National Association, as
Trustee   By:Authorized Signatory, orBy:As Authenticating Agent(if different from Trustee)By:Authorized Signatory  A-6 
   FORM OF REVERSE OF DEBENTURE  COMMSCOPE, INC.  1.00% CONVERTIBLE SENIOR SUBORDINATED
DEBENTURE DUE 2024  This Debenture is one of a duly
authorized issue of Debentures of the Company, designated as its 1.00%
Convertible Senior Subordinated Debentures Due 2024 (herein called the Debentures),
limited in aggregate principal amount to $225,000,000 (up to $250,000,000 if
the Initial Purchasers exercise the option granted to them pursuant to
Section 2 of the Purchase Agreement), issued and to be issued under and
pursuant to an Indenture dated as of March 24, 2004 (herein called the Indenture),
between the Company and Wachovia Bank, National Association, as trustee (herein
called the Trustee), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Debentures.  In case an Event of Default
shall have occurred and be continuing, the principal of and accrued and unpaid
Interest on all Debentures may be declared by either the Trustee or the holders
of not less than 25% in aggregate principal amount of the Debentures then
Outstanding, and upon said declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the
Indenture.  The Indenture contains
provisions permitting the Company and the Trustee, with the consent of the
holders of at least a majority in aggregate principal amount of the Debentures
at the time Outstanding, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the holders of the Debentures;provided that no such supplemental
indenture shall (i) extend the fixed maturity of any Debenture, reduce the rate
or extend the time of payment of Interest thereon, reduce the principal amount
thereof, reduce any amount payable upon redemption or repurchase thereof,
impair the right of any Debenture holder to institute suit for the payment
thereof, make the principal thereof or Interest thereon payable in any coin or
currency other than that provided in the Debentures, change the obligation of
the Company to redeem any Debenture on a redemption date in a manner adverse to
the holders of the Debentures, change the obligation of the Company to
repurchase any Debenture upon the happening of a Designated Event in a manner
adverse to the holders of the Debentures, change the obligation of the Company
to repurchase any Debenture on a Repurchase Date in a manner adverse to the
holders of the Debentures, impair the right to convert the Debentures into
Common Stock subject to the terms set forth in the Indenture, including Section 17.06
thereof, reduce the number of shares of Common Stock or amount of other
property receivable upon conversion of the Debentures, modify the subordination  A-7 
   provisions of this Indenture (including the
definition of Senior Indebtedness) in a material respect in a manner adverse to
the holder of Debentures without the consent of the holder of each Debenture so
affected, modify any of the provisions of Section 12.02 or
Section 8.07 thereof, except to increase any such percentage or to provide
that certain other provisions of the Indenture cannot be modified or waived
without the consent of the holder of each Debenture so affected, change any
obligation of the Company to maintain an office or agency in the places and for
the purposes set forth in Section 6.01 thereof, or reduce the quorum or
voting requirements set forth in Article 11 or (ii) reduce the aforesaid
percentage of Debentures, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of all Debentures
then Outstanding.  Subject to the provisions of
the Indenture, the holders of a majority in aggregate principal amount of the
Debentures at the time Outstanding may on behalf of the holders of all of the
Debentures waive any past default or Event of Default under the Indenture and
its consequences except (A) a default in the payment of Interest, or the
principal of, any of the Debentures, (B) a failure by the Company to
convert any Debentures into Common Stock of the Company, (C) a default in
the payment of the redemption price pursuant to Article 3 of the
Indenture, (D) a default in the payment of the repurchase price pursuant
to Article 3 of the Indenture, or (E) a default in respect of a
covenant or provisions of the Indenture that under Article 12 of the
Indenture cannot be modified or amended without the consent of the holders of
each or all Debentures then Outstanding or affected thereby.  Any such consent or waiver by the holder of
this Debenture (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such holder and upon all future holders and owners
of this Debenture and any Debentures that may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is
made upon this Debenture or such other Debentures.  The Debentures will be pari passu in right of payment to all
Senior Subordinated Indebtedness of the Company and senior in right of
payment to all Subordinated Indebtedness of the Company.  Each holder of this Debenture, whether upon
original issue or upon registration of transfer, assignment or exchange
thereof, by accepting the same, agrees to the subordination provisions set forth
in Article 4 of the Indenture and authorizes the Trustee on its behalf to
take such action as may be necessary or appropriate to effectuate the
subordination so provided and appoints the Trustee his attorney-in-fact for any
and all such purposes.  No reference herein to the
subordination provisions of the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and Interest on this
Debenture at the place, at the respective times, at the rate and in the coin or
currency herein prescribed.  A-8 
   Interest on the Debentures
shall be computed on the basis of a 360-day year of twelve 30-day months.  The Debentures are issuable in fully
registered form, without coupons, in denominations of $1,000 principal amount
and any multiple of $1,000.  At the
office or agency of the Company referred to on the face hereof, and in the
manner and subject to the limitations provided in the Indenture, without
payment of any service charge but with payment of a sum sufficient to cover any
tax, assessment or other governmental charge that may be imposed in connection
with any registration or exchange of Debentures, Debentures may be exchanged
for a like aggregate principal amount of Debentures of any other authorized
denominations.  The Company may not redeem any
Debentures before March 20, 2009. 
At any time on or after March 20, 2009 and prior to maturity, the
Debentures may be redeemed at any time or from time to time at the option of
the Company, in whole or in part.  The
Company may redeem the Debentures upon mailing a notice of such redemption not
less than thirty (30) days but not more than sixty (60) days before the
redemption date to the holders of Debentures at their last registered
addresses, all as provided in the Indenture, at a redemption price equal to
100% of the principal amount of Debentures being redeemed and accrued and
unpaid Interest, to, but excluding, the redemption date; provided that if the
redemption date falls after a Record Date and on or prior to the corresponding
Interest Payment Date, then the Interest payable on such date shall be paid to
the holder of record on the corresponding Record Date.  The Company may not give notice
of any redemption of the Debentures if a default in the payment of Interest on
the Debentures has occurred and is continuing.  The Debentures are not subject
to redemption through the operation of any sinking fund.  If a Designated Event occurs at
any time prior to maturity of the Debentures, the Debentures may be repurchased
at the option of the holders of the Debentures on a Designated Event Repurchase
Date, not less than twenty (20) nor more than thirty-five (35) Business Days
after notice thereof, at the option of the holder of this Debenture at a
redemption price equal to 100% of the principal amount thereof, together with
accrued and unpaid Interest to (but excluding) the Designated Event Repurchase
Date;provided that if such Designated Event Repurchase Date falls after a
Record Date and on or prior the corresponding Interest Payment Date, the
Interest payable on such Interest Payment Date shall be paid to the holder of
record of this Debenture on the corresponding Record Date.  The Debentures will be redeemable in
multiples of $1,000 principal amount. 
The Company shall mail, or cause the Trustee to mail, to all holders of
record of the Debentures a notice of the occurrence of a Designated Event and
of the repurchase right arising as a result thereof on or before the 20th day
after the occurrence of such Designated Event. 
For a Debenture to be so repurchased at  A-9 
   the option of the holder, the Company must
receive at the office or agency of the Company maintained for that purpose in
accordance with the terms of the Indenture, such Debenture with the form
entitled Option
to Elect Repurchase Upon a Designated Event on the reverse thereof
duly completed, together with such Debenture, duly endorsed for transfer, on or
before the Designated Event Expiration Time.  Subject to the terms and
conditions of the Indenture, the Company shall become obligated to purchase, at
the option of the holder, all or any portion of the Debentures held by such
holder on March 20, 2009, March 15, 2014 and March 15, 2019 in
whole multiples of $1,000 at a purchase price of 100% of the principal amount,
plus any accrued and unpaid Interest, on such Debenture up to the Repurchase
Date.  To exercise such right, a holder
shall deliver to the Company such Debenture with the form entitled Repurchase
Notice on the reverse thereof duly completed, together with the
Debenture, duly endorsed for transfer, at any time from the opening of business
on the date that is twenty (20) Business Days prior to such Repurchase Date
until the close of business on the Repurchase Date, and shall deliver the
Debentures to the Trustee (or other paying agent appointed by the Company) as
set forth in the Indenture.  Holders have the right to
withdraw any Option to Elect Repurchase Upon a Designated Event or Repurchase
Notice, as the case may be, by delivering to the Trustee (or other paying agent
appointed by the Company) a written notice of withdrawal up to 5:00 p.m., New
York City time, on the Designated Event Repurchase Date or Repurchase Date, as
the case may be, all as provided in the Indenture.  If cash, sufficient to pay the
purchase price of all Debentures or portions thereof to be purchased as of the
Designated Event Repurchase Date or Repurchase Date, as the case may be, is
held by the Trustee (or other paying agent appointed by the Company), on the
Business Day following the Designated Event Repurchase Date or Repurchase Date,
as the case may be, Interest will cease to accrue on such Debentures (or
portions thereof) immediately after such Designated Event Repurchase Date or
Repurchase Date, as the case may be, and the holder thereof shall have no other
rights as such other than the right to receive the repurchase price upon
surrender of such Debenture.  Subject to the occurrence of
certain events and in compliance with the provisions of the Indenture, prior to
the close of business on March 14, 2024, the holder hereof has the right,
at its option, to convert each $1,000 principal amount of the Debentures into
45.9770 shares of the Companys Common Stock (the Conversion Rate) (a
conversion price of $21.75 per share), as such shares shall be constituted at
the date of conversion and subject to adjustment from time to time as provided
in the Indenture, upon surrender of this Debenture with the form entitled Conversion
Notice on the reverse thereof duly completed, to the Company at the
office or agency of the Company maintained for that purpose in accordance with
the terms of the Indenture, or at the option of such holder, the  A-10 
   Corporate Trust Office, and, unless the
shares issuable on conversion are to be issued in the same name as this
Debenture, duly endorsed by, or accompanied by instruments of transfer in form
satisfactory to the Company duly executed by, the holder or by his duly
authorized attorney.  If on any
Conversion Date, the Company is required to pay Liquidated Damages pursuant to
the Registration Rights Agreement, the Conversion Rate on such date will be
multiplied by 1.03.  The Company will
notify the holder thereof of any event triggering the right to convert the
Debentures as specified above in accordance with the Indenture.  No adjustment in respect of
Interest on any Debenture converted or dividends on any shares issued upon
conversion of such Debenture will be made upon any conversion except as set
forth in the next sentence.  If this
Debenture (or portion hereof) is surrendered for conversion during the period
from the close of business on any Record Date for the payment of Interest to
the close of business on the Business Day preceding the following Interest
Payment Date, this Debenture (or portion hereof being converted) must be
accompanied by payment, in immediately available funds or other funds
acceptable to the Company, of an amount equal to the Interest otherwise payable
on such Interest Payment Date on the principal amount being converted;provided
that no such payment shall be required (1) if the Company has specified a redemption
date that is after a Record Date and on or prior to the next Interest Payment
Date, (2) if the Company has specified a Designated Event Repurchase Date that
is during such period or (3) to the extent of any overdue Interest, if any
overdue Interest exists at the time of conversion with respect to such
Debenture.  No fractional shares will be
issued upon any conversion, but an adjustment and payment in cash will be made,
as provided in the Indenture, in respect of any fraction of a share which would
otherwise be issuable upon the surrender of any Debenture or Debentures for
conversion.  A Debenture in respect of which
a holder is exercising its right to require repurchase upon a Designated Event
or repurchase on a Repurchase Date may be converted only if such holder
withdraws its election to exercise either such right in accordance with the
terms of the Indenture.  Any Debentures called for
redemption, unless surrendered for conversion by the holders thereof on or
before the close of business on the Business Day preceding the redemption date,
may be deemed to be redeemed from the holders of such Debentures for an amount
equal to the applicable redemption price, together with accrued but unpaid
Interest to, but excluding, the date fixed for redemption, by one or more
investment banks or other purchasers who may agree with the Company (i) to
purchase such Debentures from the holders thereof and convert them into shares
of the Companys Common Stock and (ii) to make payment for such Debentures as
aforesaid to the Trustee in trust for the holders.  Upon due presentment for
registration of transfer of this Debenture at the office or agency of the
Company maintained for that purpose in accordance with  A-11 
   the terms of the Indenture, a new Debenture
or Debentures of authorized denominations for an equal aggregate principal
amount will be issued to the transferee in exchange thereof, subject to the
limitations provided in the Indenture, without charge except for any tax,
assessment or other governmental charge imposed in connection therewith.  The Company, the Trustee, any
authenticating agent, any paying agent, any conversion agent and any Debenture
Registrar may deem and treat the registered holder hereof as the absolute owner
of this Debenture (whether or not this Debenture shall be overdue and
notwithstanding any notation of ownership or other writing hereon made by
anyone other than the Company or any Debenture Registrar) for the purpose of
receiving payment hereof, or on account hereof, for the conversion hereof and
for all other purposes, and neither the Company nor the Trustee nor any other
authenticating agent nor any paying agent nor other conversion agent nor any
Debenture Registrar shall be affected by any notice to the contrary.  All payments made to or upon the order of
such registered holder shall, to the extent of the sum or sums paid, satisfy
and discharge liability for monies payable on this Debenture.  No recourse for the payment of
the principal of or Interest on this Debenture, or for any claim based hereon
or otherwise in respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any supplemental
indenture or in any Debenture, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder,
employee, agent, officer or director or subsidiary, as such, past, present or
future, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by acceptance hereof and as
part of the consideration for the issue hereof, expressly waived and released.  Terms used in this Debenture
and defined in the Indenture are used herein as therein defined.  A-12 
   ABBREVIATIONS  The following abbreviations,
when used in the inscription of the face of this Debenture, shall be construed
as though they were written out in full according to applicable laws or
regulations.  TEN
  COM -
  
  as
  tenants in common
  
  UNIF
  GIFT MIN ACT - CustodianTEN
  ENT -
  
  as
  tenant by the entireties
  
  (Cust)  (Minor)JT
  TEN -
  
  as
  joint tenants with right of survivorship and not as tenants in common
  
  under
  Uniform Gifts to Minors Act(State)  Additional abbreviations may
also be used though not in the above list.  A-13 
   CONVERSION NOTICE  TO:COMMSCOPE, INC.
WACHOVIA BANK, NATIONAL ASSOCIATION  The undersigned registered
owner of this Debenture hereby irrevocably exercises the option to convert this
Debenture, or the portion thereof (which is $1,000 or a multiple thereof) below
designated, into shares of Common Stock of CommScope, Inc. in accordance with
the terms of the Indenture referred to in this Debenture, and directs that the
shares issuable and deliverable upon such conversion, together with any check
in payment for fractional shares and any Debentures representing any
unconverted principal amount hereof, be issued and delivered to the registered
holder hereof unless a different name has been indicated below.  Capitalized terms used herein but not
defined shall have the meanings ascribed to such terms in the Indenture.  If shares or any portion of this Debenture
not converted are to be issued in the name of a person other than the
undersigned, the undersigned will provide the appropriate information below and
pay all transfer taxes payable with respect thereto.  Any amount required to be paid by the undersigned on account of
interest accompanies this Debenture.  Dated:Signature(s)Signature(s) must be guaranteed by an eligible guarantor institution
  meeting the requirements of the Debenture Registrar, which requirements
  include membership or participation in the Security Transfer Agent Medallion
  Program (STAMP) or such other signature guarantee program as may be
  determined by the Debenture Registrar in addition to, or in substitution for,
  STAMP, all in accordance with the Securities Exchange Act of 1934, as
  amended.Signature Guarantee  A-14 
   Fill in the registration of
shares of Common Stock if to be issued, and Debentures if to be delivered,
other than to and in the name of the registered holder:  (Name)(Street Address)(City, State and Zip Code)Please print name and addressPrincipal amount to be converted(if less than all):$_______________________________Social Security or Other Taxpayer
  Identification Number:________________________________  A-15 
   OPTION TO ELECT REPURCHASE
UPON A DESIGNATED EVENT  TO:COMMSCOPE, INC.
WACHOVIA BANK, NATIONAL ASSOCIATION  Pursuant to the terms of the
Indenture and the Debentures, the undersigned registered owner of this
Debenture hereby irrevocably acknowledges receipt of a notice from CommScope,
Inc. (the Company) as to the occurrence of a Designated Event with
respect to the Company and requests and instructs the Company to repurchase the
entire principal amount of this Debenture, or the portion thereof (which is
$1,000 or a multiple thereof) below designated, in accordance with the terms of
the Indenture referred to in this Debenture at the price of 100% of such entire
principal amount or portion thereof, together with accrued and unpaid Interest
to, but excluding, the Designated Event Repurchase Date, to the registered
holder hereof.  Capitalized terms used
herein but not defined shall have the meanings ascribed to such terms in the
Indenture.  The Debentures shall be
repurchased by the Company as of the Designated Event Repurchase Date pursuant
to the terms and conditions specified in the Debentures and the Indenture.   Dated:Signature(s)NOTICE: The above signatures of the holder(s) hereof must correspond
  with the name as written upon the face of the Debenture in every particular
  without alteration or enlargement or any change whatever.Debenture Certificate Number, if applicable:Principal amount to be repurchased (if less than all) (must be in
  integral multiples of $1,000):  A-16 
   Social Security or Other Taxpayer
  Identification Number  A-17 
   REPURCHASE NOTICE  TO:COMMSCOPE, INC.
WACHOVIA BANK, NATIONAL ASSOCIATION  Pursuant to the terms of the Indenture and the Debentures, the
undersigned registered owner of this Debenture hereby irrevocably acknowledges
receipt of a notice from CommScope, Inc. (the Company) regarding the right
of holders to elect to require the Company to repurchase the Debentures and
requests and instructs the Company to repurchase the entire principal amount of
this Debenture, or the portion thereof (which is $1,000 or an integral multiple
thereof) below designated, in accordance with the terms of the Indenture at the
price of 100% of such entire principal amount or portion thereof, together with
accrued and unpaid Interest to, by excluding, the Repurchase Date, to the
registered holder hereof.  Capitalized
terms used herein but not defined shall have the meanings ascribed to such
terms in the Indenture.  The Debentures
shall be repurchased by the Company as of the Repurchase Date pursuant to the
terms and conditions specified in the Indenture.  Dated:  Signature(s):  NOTICE:  The above signatures of the holder(s) hereof
must correspond with the name as written upon the face of the Debenture in
every particular without alteration or enlargement or any change whatever.  Debenture Certificate Number
(if applicable):  Principal amount to be
repurchased (if less than all) (must be in integral multiples of $1,000):  Social Security or Other
Taxpayer Identification Number:  A-18 
   ASSIGNMENT  For value received  
 hereby sell(s) assign(s) and transfer(s) unto 
  
(Please insert social security or other Taxpayer Identification Number of
assignee) the within Debenture, and hereby irrevocably constitutes and appoints

attorney to transfer said Debenture on the books of the Company, with full
power of substitution in the premises.  In connection with any transfer
of the Debenture prior to the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor
provision), the undersigned confirms that such Debenture is being transferred:  oTo
CommScope, Inc. or a subsidiary thereof; or  oTo
a qualified
institutional buyer in compliance with Rule 144A under the
Securities Act of 1933, as amended; or  oPursuant
to and in compliance with Rule 144 under the Securities Act of 1933, as
amended; or  oPursuant
to a Registration Statement that has been declared effective under the
Securities Act of 1933, as amended, and that continues to be effective at the
time of transfer;  and unless the Debenture has been transferred to CommScope, Inc. or a
subsidiary thereof, the undersigned confirms that such Debenture is not being
transferred to an affiliate of the Company as defined in
Rule 144 under the Securities Act of 1933, as amended.  Unless one of the boxes is checked, the
Trustee will refuse to register any of the Debentures evidenced by this
certificate in the name of any person other than the registered holder thereof.  Dated:Signature(s)Signature(s) must be guaranteed by an eligible guarantor institution
  meeting the requirements of the  A-19 
   Debenture Registrar, which requirements include membership or
  participation in the Security Transfer Agent Medallion Program (STAMP)
  or such other signature guarantee program as may be determined by the
  Debenture Registrar in addition to, or in substitution for, STAMP, all in
  accordance with the Securities Exchange Act of 1934, as amended.Signature Guarantee  NOTICE:  The signature on the
Conversion Notice, the Option to Elect Redemption Upon a Designated Event, the
Repurchase Notice or the Assignment must correspond with the name as written
upon the face of the Debenture in every particular without alteration or
enlargement or any change whatever.  A-20 
   Schedule I  [Include Schedule I only for a Global
Note]  COMMSCOPE, INC.
1.00% Convertible Senior Subordinated Debenture Due 2024  The initial principal amount of this Debenture is $ 
 .  The following increases or
decreases in the principal amount of this Debenture have been made: Date
  
  Principal
  Amount
  
  Notation
  Explaining Principal
  Amount Recorded
  
  Authorized
  Signature
  of Trustee or
  Custodian  A-21