<PAGE>
                                                                     EXHIBIT 4.1


                           ANIXTER INTERNATIONAL INC.

                           Liquid Yield Option(TM) Notes
                                    due 2033
                                  $328,810,000
                              (Zero Coupon-Senior)



--------------------------------------------------------------------------------



                                    INDENTURE

                               Dated July 7, 2003



--------------------------------------------------------------------------------



                              THE BANK OF NEW YORK

                                     TRUSTEE



--------------------------------------------------------------------------------
                    (TM)Trademark of Merrill Lynch & Co., Inc.



<PAGE>




                             CROSS REFERENCE TABLE*
<TABLE>
<CAPTION>
                                                                    Indenture
TIA Section.....................................................     Section
<S>                                                                 <C>
310(a)(1).......................................................      N.A.
   (a)(2).......................................................      N.A.
   (a)(3).......................................................      N.A.
   (a)(4).......................................................      N.A.
   (b)..........................................................      N.A.
   (c)..........................................................      N.A.
311(a)..........................................................      N.A.
   (b)..........................................................      N.A.
   (c)..........................................................      N.A.
312(a)..........................................................      2.05
   (b)..........................................................     12.03
   (c)..........................................................     12.03
313(a)..........................................................      N.A.
   (b)(1).......................................................      N.A.
   (b)(2).......................................................      N.A.
   (c)..........................................................     12.02
   (d)..........................................................      N.A.
314(a)..........................................................   4.02; 4.03
   (b)..........................................................      N.A.
   (c)(1).......................................................     12.04
   (c)(2).......................................................     12.04
   (c)(3).......................................................      N.A.
   (d)..........................................................      N.A.
   (e)..........................................................     12.05
   (f)..........................................................      N.A.
315(a)..........................................................      7.01
   (b)..........................................................      7.05
   (c)..........................................................      7.01
   (d)(1).......................................................      7.01
   (d)(2).......................................................      7.01
   (d)(3).......................................................      7.01
   (e)..........................................................      6.11
316(a) (last sentence)..........................................      2.08
   (a)(1)(A)....................................................      6.05
   (a)(1)(B)....................................................      6.04
   (a)(2).......................................................      N.A.
   (b)..........................................................      6.07
317(a)(1).......................................................      6.08
   (a)(2).......................................................      6.09
   (b)..........................................................      2.04
318(a)..........................................................     12.01
                           N.A. means Not Applicable.

</TABLE>

----------

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


<PAGE>



                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>

                                                                                                                 Page
<S>                                                                                                             <C>

                                                              ARTICLE 1

                                             DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.         Definitions.................................................................................1
SECTION 1.02.         Other Definitions...........................................................................5
SECTION 1.03.         Incorporation by Reference of Trust Indenture Act...........................................6
SECTION 1.04.         Rules of Construction.......................................................................6
SECTION 1.05.         Acts of Holders.............................................................................7

                                                              ARTICLE 2

                                                           THE SECURITIES

SECTION 2.01.         Form and Dating.............................................................................8
SECTION 2.02.         Execution and Authentication...............................................................10
SECTION 2.03.         Registrar, Paying Agent, Conversion Agent and Bid Solicitation Agent.......................10
SECTION 2.04.         Paying Agent to Hold Money and Securities in Trust.........................................11
SECTION 2.05.         Securityholder Lists.......................................................................11
SECTION 2.06.         Transfer and Conversion....................................................................11
SECTION 2.07.         Replacement Securities.....................................................................13
SECTION 2.08.         Outstanding Securities; Determinations of Holders' Action..................................14
SECTION 2.09.         Temporary Securities.......................................................................14
SECTION 2.10.         Cancellation...............................................................................15
SECTION 2.11.         Persons Deemed Owners......................................................................15
SECTION 2.12.         Global Securities..........................................................................15
SECTION 2.13.         CUSIP Numbers..............................................................................21

                                                              ARTICLE 3

                                                      REDEMPTION AND PURCHASES

SECTION 3.01.         Right to Redeem; Notices to Trustee........................................................21
SECTION 3.02.         Selection of Securities to Be Redeemed.....................................................21
SECTION 3.03.         Notice of Redemption.......................................................................22
SECTION 3.04.         Effect of Notice of Redemption.............................................................23
SECTION 3.05.         Deposit of Redemption Price................................................................23
SECTION 3.06.         Securities Redeemed in Part................................................................23
SECTION 3.07.         Conversion Arrangement on Call for Redemption..............................................23
SECTION 3.08.         Purchase of Securities at Option of the Holder.............................................24
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                             <C>

SECTION 3.09.         Purchase of Securities at Option of the Holder upon Change in Control......................30
SECTION 3.10.         Effect of Purchase Notice or Change in Control Purchase Notice.............................34
SECTION 3.11.         Deposit of Purchase Price or Change in Control Purchase Price..............................35
SECTION 3.12.         Securities Purchased in Part...............................................................35
SECTION 3.13.         Covenant to Comply With Securities Laws Upon Purchase of Securities........................36
SECTION 3.14.         Repayment to the Company...................................................................36

                                                              ARTICLE 4

                                                              COVENANTS

SECTION 4.01.         Payment of Securities......................................................................36
SECTION 4.02.         SEC and Other Reports......................................................................37
SECTION 4.03.         Compliance Certificate.....................................................................37
SECTION 4.04.         Further Instruments and Acts...............................................................37
SECTION 4.05.         Maintenance of Office or Agency............................................................38
SECTION 4.06.         Delivery of Certain Information............................................................38
SECTION 4.07.         Calculation of Tax Original Issue Discount.................................................38

                                                              ARTICLE 5

                                                        SUCCESSOR CORPORATION

SECTION 5.01.         Company May Consolidate, etc. Only on Certain Terms........................................39
SECTION 5.02.         Successor Corporation Substituted..........................................................39

                                                              ARTICLE 6

                                                        DEFAULTS AND REMEDIES

            SECTION 6.01. Events of Default..........................................................................40
SECTION 6.02.         Acceleration...............................................................................42
SECTION 6.03.         Other Remedies.............................................................................43
SECTION 6.04.         Waiver of Past Defaults....................................................................43
SECTION 6.05.         Control by Majority........................................................................43
SECTION 6.06.         Limitation on Suits........................................................................43
SECTION 6.07.         Rights of Holders to Receive Payment.......................................................44
SECTION 6.08.         Collection Suit by Trustee.................................................................44
SECTION 6.09.         Trustee May File Proofs of Claim...........................................................44
SECTION 6.10.         Priorities.................................................................................45
SECTION 6.11.         Undertaking for Costs......................................................................46
SECTION 6.12.         Waiver of Stay, Extension or Usury Laws....................................................46
</TABLE>

                                       ii

<PAGE>


<TABLE>
<S>                                                                                                             <C>
                                                              ARTICLE 7

                                                               TRUSTEE

SECTION 7.01.         Duties of Trustee..........................................................................46
SECTION 7.02.         Rights of Trustee..........................................................................47
SECTION 7.03.         Individual Rights of Trustee...............................................................49
SECTION 7.04.         Trustee's Disclaimer.......................................................................49
SECTION 7.05.         Notice of Defaults.........................................................................49
SECTION 7.06.         Reports by Trustee to Holders..............................................................49
SECTION 7.07.         Compensation and Indemnity.................................................................50
SECTION 7.08.         Replacement of Trustee.....................................................................51
SECTION 7.09.         Successor Trustee by Merger................................................................52
SECTION 7.10.         Eligibility; Disqualification..............................................................52

                                                              ARTICLE 8

                                                       DISCHARGE OF INDENTURE

SECTION 8.01.         Discharge of Liability on Securities.......................................................52
SECTION 8.02.         Repayment to the Company...................................................................52

                                                              ARTICLE 9

                                                             AMENDMENTS

SECTION 9.01.         Without Consent of Holders.................................................................53
SECTION 9.02.         With Consent of Holders....................................................................53
SECTION 9.03.         Compliance with Trust Indenture Act........................................................54
SECTION 9.04.         Revocation and Effect of Consents, Waivers and Actions.....................................54
SECTION 9.05.         Notation on or Exchange of Securities......................................................55
SECTION 9.06.         Trustee to Sign Supplemental Indentures....................................................55
SECTION 9.07.         Effect of Supplemental Indentures..........................................................55

                                                             ARTICLE 10

                                                             CONVERSION

SECTION 10.01.        Conversion Privilege.......................................................................55
SECTION 10.02.        Conversion Procedure.......................................................................56
SECTION 10.03.        Fractional Shares..........................................................................58
SECTION 10.04.        Taxes on Conversion........................................................................58
SECTION 10.05.        Company to Provide Stock...................................................................59
SECTION 10.06.        Adjustment for Change In Capital Stock.....................................................59
SECTION 10.07.        Adjustment for Rights Issue................................................................60
SECTION 10.08.        Adjustment for Other Distributions.........................................................61
SECTION 10.09.        When Adjustment May Be Deferred............................................................64
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                                              <C>


SECTION 10.10.        When No Adjustment Required................................................................64
SECTION 10.11.        Notice of Adjustment.......................................................................65
SECTION 10.12.        Voluntary Increase.........................................................................65
SECTION 10.13.        Notice of Certain Transactions.............................................................65
SECTION 10.14.        Reorganization of Company; Special Distributions...........................................66
SECTION 10.15.        Company Determination Final................................................................67
SECTION 10.16.        Trustee's Adjustment Disclaimer............................................................67
SECTION 10.17.        Simultaneous Adjustments...................................................................67
SECTION 10.18.        Successive Adjustments.....................................................................67
SECTION 10.19.        Rights Issued in Respect of Common Stock Issued Upon Conversion............................67

                                                             ARTICLE 11

                                                         PAYMENT OF INTEREST

SECTION 11.01.        Interest Payments..........................................................................68
SECTION 11.02.        Defaulted Interest.........................................................................68
SECTION 11.03.        Interest Rights Preserved..................................................................69

                                                             ARTICLE 12

                                                            MISCELLANEOUS

SECTION 12.01.        Trust Indenture Act Controls...............................................................69
SECTION 12.02.        Notices; Address of Agency.................................................................69
SECTION 12.03.        Communication by Holders with Other Holders................................................70
SECTION 12.04.        Certificate and Opinion as to Conditions Precedent.........................................70
SECTION 12.05.        Statements Required in Certificate or Opinion..............................................71
SECTION 12.06.        Separability Clause........................................................................71
SECTION 12.07.        Rules by Trustee, Paying Agent, Conversion Agent and Registrar.............................71
SECTION 12.08.        Calculations...............................................................................71
SECTION 12.09.        Legal Holidays.............................................................................72
SECTION 12.10.        Governing Law..............................................................................72
SECTION 12.11.        No Recourse Against Others.................................................................72
SECTION 12.12.        Successors.................................................................................72
SECTION 12.13.        Multiple Originals.........................................................................72

                                                          LIST OF EXHIBITS

                                           Exhibit A-1 Form of Rule 144A Global Security
Exhibit A-2       Form of Certificated Security
Exhibit B-1       Form of Transfer Certificate
Exhibit B-2       Form of Letter to be Delivered by Accredited Investors
Exhibit C         Projected Payment Schedule

</TABLE>

                                       iv
<PAGE>




         INDENTURE dated as of July 7, 2003 between Anixter International Inc.,
a Delaware corporation (the "Company"), and The Bank of New York, a New York
banking corporation (the "Trustee").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's Liquid Yield
Option(TM) Notes due 2033 (Zero Coupon-Senior) (the "Securities"):

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.01. Definitions.

         "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.

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

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

         "Business Day" means each day of the year other than a Saturday or a
Sunday or other day on which banking institutions in The City of New York are
required or authorized to close.

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

         "Certificated Securities" means Securities that are in the form of the
Securities attached hereto as Exhibit A-2.

         "Common Stock" shall mean the shares of common stock, par value $1.00
per share, of the Company as it exists on the date of this Indenture or any
other shares of Capital Stock of the Company into which the Common Stock shall
be reclassified or changed.

         "Company" means the party named as the "Company" in the first paragraph
of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture



<PAGE>

and, thereafter, shall mean such successor. The foregoing sentence shall
likewise apply to any subsequent such successor or successors.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by any two Officers.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at c/o BNY Midwest Trust Company, 2 North
LaSalle Street, Suite 1020, Chicago, Illinois 60602, Attention: Corporate Trust
Services or such other address as the Trustee may designate from time to time by
notice to the Holders and the Company, or the principal corporate trust office
of any successor Trustee (or such other address as a successor Trustee may
designate from time to time by notice to the Holders and the Company).

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

         "Global Securities" means Securities that are in the form of the
Securities attached hereto as Exhibit A-1 and to the extent that such Securities
are required to bear the Legend required by Section 2.06 hereof, such Securities
will be in the form of a Rule 144A Global Security.

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

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

         "Institutional Accredited Investor Security" means a Security
substantially in the form of the Security attached hereto as Exhibit A-2,
representing Securities sold to Institutional Accredited Investors.

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

         "Issue Price" of any Security means, in connection with the original
issuance of such Security, the initial issue price at which the Security is sold
as set forth on the face of the Security.

         "Officer" means the President, any Senior Vice President, any Vice
President, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary of the Company.

         "Officers' Certificate" means a written certificate containing the
information specified in Sections 12.04 and 12.05 hereof, signed in the name of
the Company by any two Officers, and delivered to the Trustee.

                                       2

<PAGE>

         "Operating Company" means Anixter Inc., a Delaware corporation and a
wholly owned Subsidiary of the Company.

         "Opinion of Counsel" means a written opinion containing the information
specified in Sections 12.04 and 12.05 hereof, from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of, or counsel to, the
Company.

         "Original Issue Discount" of any Security means the difference between
the Issue Price and the Principal Amount at Maturity of the Security as set
forth on the face of the Security.

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

         "Principal Amount at Maturity" of a Security means the Principal Amount
at Maturity as set forth on the face of the Security.

         "Purchase Date" means each date specified as such in paragraph 7 of the
Securities.

         "Purchase Price" means, with respect to any Purchase Date, the
applicable amount specified as such in paragraph 7 of the Securities.

         "Redemption Date" or "redemption date" means the date specified for
redemption of the Securities in accordance with the terms of the Securities and
this Indenture.

         "Redemption Price" or "redemption price" shall have the meaning set
forth in paragraph 6 of the Securities.

         "Registration Rights Agreement" means the registration rights
agreement, dated as of July 7, 2003, between the Company and Merrill Lynch,
Pierce, Fenner & Smith Incorporated.

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

         "Restricted Security" means a Security required to bear the restrictive
legend set forth in the form of Security set forth in Exhibits A-1 and A-2
attached hereto.

         "Rule 144A" means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.

                                       3
<PAGE>

         "Rule 144A Global Security" means a permanent Global Security
substantially in the form of the Security attached hereto as Exhibit A-1, and
that is deposited with and registered in the name of the Depositary,
representing Securities sold in reliance on Rule 144A under the Securities Act.

         "SEC" means the Securities and Exchange Commission.

         "Securities" or "Security" means any of the Company's Liquid Yield
Option Notes due 2033 (Zero Coupon-Senior), as amended or supplemented from time
to time, issued under this Indenture.

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

         "Significant Subsidiary" means a "significant subsidiary", as such term
is defined in Rule 1-02 of Regulation S-X under the Securities Act.

         "Special Record Date" means for the payment of any Defaulted Interest,
the date fixed by the Trustee pursuant to Section 11.02 hereof.

         "Stated Maturity", when used with respect to any Security or any
installment of contingent interest thereon, means the date specified in such
Security as the fixed date on which an amount equal to the Principal Amount at
Maturity of such Security or such installment of contingent interest is due and
payable.

         "Subsidiary" means (i) a corporation, a majority of whose Voting Stock
is, at the date of determination, directly or indirectly owned by the Company,
by one or more Subsidiaries of the Company, or by the Company and one or more
Subsidiaries of the Company, (ii) a partnership in which the Company, a
Subsidiary of the Company or the Company and one or more Subsidiaries of the
Company, holds a majority interest in the equity capital or profits of such
partnership, or (iii) any other person (other than a corporation or a
partnership) in which the Company, a Subsidiary of the Company, or the Company
and one or more Subsidiaries of the Company, directly or indirectly, at the date
of determination, has (x) at least a majority ownership interest or (y) the
power to elect or direct the election of a majority of the directors or
trustees, as the case may be, or other governing body of such person.

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

         "Trading Day" means a day on which the New York Stock Exchange is open
for trading 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 National Association of
Securities Dealers Automated Quotation System or, if the Common Stock is not
quoted on the National Association of Securities Dealers Automated Quotation
System or, on any Business Day.

                                       4
<PAGE>

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

         "Voting Stock" means, with respect to any corporation, association,
company or business trust, stock or other securities of the class or classes
having general voting power under ordinary circumstances to elect at least a
majority of the board of directors, managers or trustees of such corporation,
association, company or business trust, provided that, for the purposes hereof,
stock or other securities which carry only the right to vote conditionally on
the happening of an event shall not be considered Voting Stock whether or not
such event shall have happened.

         SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>

         Term                                                 Defined in Section
         ----                                                 ------------------
<S>                                                           <C>
         "Act"                                                      1.05(a)
         "Agent Members"                                            2.12(e)
         "Average Sale Price"                                      10.01
         "Bankruptcy Law"                                           6.01
         "beneficial owner"                                         3.09(a)
         "Bid Solicitation Agent"                                   2.03
         "cash"                                                     3.08(b)
         "Change in Control"                                        3.09(a)
         "Change in Control Purchase Date"                          3.09(a)
         "Change in Control Purchase Notice"                        3.09(c)
         "Change in Control Purchase Price"                         3.09(a)
         "Company Notice"                                           3.08(e)
         "Company Notice Date"                                      3.08(c)
         "Conversion Agent"                                         2.03
         "Conversion Date"                                         10.02
         "Conversion Rate"                                         10.01
         "Custodian"                                                6.01
         "Defaulted Interest"                                      11.02
         "Depositary"                                               2.01(a)
         "DTC"                                                      2.01(a)
         "Event of Default"                                         6.01
         "Exchange Act"                                             3.08(d)
         "Ex-Dividend Date"                                        10.08(b)
         "Ex-Dividend Measurement Period"                          10.08(a)
         "Ex-Dividend Time"                                        10.01
         "Extraordinary Cash Dividend"                             10.08(a)
         "Institutional Accredited Investors"                       2.01(b)
         "Legal Holiday"                                           12.09
         "Legend"                                                   2.06(f)
         "Market Price"                                             3.08(d)
         "noncontingent bond method"                                4.07
</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>

         Term                                                 Defined in Section
         ----                                                 ------------------
<S>                                                           <C>
         "Notice of Default"                                        6.01
         "Over-Allotment Option"                                    2.02
         "Paying Agent"                                             2.03
         "Post-Distribution Price"                                 10.08(b)
         "Protected Purchaser"                                      2.07(a)
         "Purchase Notice"                                          3.08(a)
         "QIB"                                                      2.01(a)
         "Registrar"                                                2.03
         "Relevant Cash Dividends"                                 10.08(a)
         "Rights"                                                  10.19
         "Rights Agreement"                                        10.19
         "Rule 144A Information"                                    4.06
         "Sale Price"                                               3.08(d)
         "Securities Act"                                           3.08(d)
         "Special Record Date"                                     11.02
         "Tax OID"                                                  4.07
         "Time of Determination"                                   10.01
</TABLE>

         SECTION 1.03. Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

         "Commission" means the SEC.

         "indenture securities" means the Securities.

         "indenture security holder" means a Securityholder.

         "indenture to be qualified" means this Indenture.

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

         "obligor" on the indenture securities means the Company.

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

         SECTION 1.04. Rules of Construction.

         Unless the context otherwise requires:

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

                                       6
<PAGE>


         (2) an accounting term not otherwise defined has the meaning assigned
to it in accordance with United States generally accepted accounting principles
as in effect from time to time;

         (3) "or" is not exclusive;

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

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

         SECTION 1.05. Acts of Holders.

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

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

         (c) The ownership of Securities shall be proved by the register for the
Securities maintained by the Registrar.

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


                                       7
<PAGE>


         (e) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a resolution of the Board of Directors, fix in
advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date.

                                    ARTICLE 2

                                 THE SECURITIES

         SECTION 2.01. Form and Dating.

         The Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibits A-1 and A-2, which are parts of this
Indenture. The Securities may have notations, legends or endorsements required
by law, stock exchange rule or usage (provided that any such notation, legend or
endorsement required by usage is in a form acceptable to the Company). The
Company shall provide any such notations, legends or endorsements to the Trustee
in writing. Each Security shall be dated the date of its authentication.

         (a) Rule 144A Global Securities. Securities offered and sold to
qualified institutional buyers as defined in Rule 144A ("QIBs") in reliance on
Rule 144A shall be issued, initially in the form of a Rule 144A Global Security,
which shall be deposited with the Trustee at its Corporate Trust Office, as
custodian for the Depositary and registered in the name of The Depository Trust
Company ("DTC") or the nominee thereof (such depositary, or any successor
thereto, and any such nominee being hereinafter referred to as the
"Depositary"), duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate Principal Amount at Maturity of the Rule
144A Global Securities may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary as hereinafter
provided.

         (b) Institutional Accredited Investor Securities. Except as provided in
this Section 2.01, 2.06 or 2.12 hereof, owners of beneficial interests in Global
Securities will not be entitled to receive physical delivery of Certificated
Securities. Securities offered and sold within the United States to
institutional accredited investors as defined in Rule 501(a)(1), (2), (3) and
(7) under the Securities Act ("Institutional Accredited Investors") shall be
issued, initially in the form of an Institutional Accredited Investor Security,
duly executed by the Company and authenticated by the Trustee as hereinafter
provided.

                                       8
<PAGE>

         (c) Global Securities in General. Each Global Security shall represent
such of the outstanding Securities as shall be specified therein and each shall
provide that it shall represent the aggregate Principal Amount at Maturity of
outstanding Securities from time to time endorsed thereon and that the aggregate
Principal Amount at Maturity of outstanding Securities represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges,
redemptions and conversions.

         Any adjustment of the aggregate Principal Amount at Maturity of a
Global Security to reflect the amount of any increase or decrease in the
Principal Amount at Maturity of outstanding Securities represented thereby shall
be made by the Trustee in accordance with instructions given by the Holder
thereof as required by Section 2.12 hereof and shall be made on the records of
the Trustee and the Depositary.

         (d) Book-Entry Provisions. This Section 2.01(d) shall apply only to
Global Securities deposited with or on behalf of the Depositary.

         The Company shall execute and the Trustee shall, in accordance with
this Section 2.01(d), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depositary, (b) shall
be delivered by the Trustee to the Depositary or pursuant to the Depositary's
instructions and (c) shall bear legends substantially to the following effect:

                           "UNLESS THIS CERTIFICATE IS PRESENTED BY AN
         AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER
         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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
         DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
         OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
         REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS
         OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT
         IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR
         THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
         GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
         THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO
         ON THE REVERSE HEREOF."

         (e) Certificated Securities. Securities not issued as interests in the
Global Securities will be issued in certificated form substantially in the form
of Exhibit A-2 attached hereto.


                                       9
<PAGE>


         SECTION 2.02. Execution and Authentication.

         The Securities shall be executed on behalf of the Company by any
Officer. The signature of the Officer on the Securities may be manual or
facsimile.

         Securities bearing the manual or facsimile signatures of an individual
who was at the time of the execution of the Securities the proper Officer of the
Company shall bind the Company, notwithstanding that such individual has ceased
to hold such office prior to the authentication and delivery of such Securities
or did not hold such office at the date of authentication of such Securities.

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

         Subject to the terms of Section 12.04 and 12.05 hereof, the Trustee
shall authenticate and deliver Securities for original issue in an aggregate
Principal Amount at Maturity of up to $328,810,000 (subject to Section 2.07
hereof) upon a Company Order without any further action by the Company;
provided, however, that in the event that the Company sells any Securities
pursuant to the over-allotment option (the "Over-Allotment Option") granted
pursuant to Section 2 of the Purchase Agreement between the Company and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, dated July 1, 2003, then the Trustee
shall authenticate and deliver Securities for original issue in an aggregate
Principal Amount at Maturity of up to $328,810,000 plus up to $49,325,000
aggregate Principal Amount at Maturity of Securities, sold pursuant to the
Over-Allotment Option upon a Company Order without any further action by the
Company. The aggregate Principal Amount at Maturity of Securities outstanding at
any time may not exceed the amount set forth in the foregoing sentence, subject
to the proviso set forth therein, except as provided in Section 2.07 hereof.

         The Securities shall be issued only in registered form without coupons
and only in denominations of $1,000 of Principal Amount at Maturity and any
integral multiple thereof.

         SECTION 2.03. Registrar, Paying Agent, Conversion Agent and Bid
Solicitation Agent.

         The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange for other Securities
("Registrar"), an office or agency where Securities may be presented for
purchase or payment ("Paying Agent") and an office or agency where Securities
may be presented for conversion into Common Stock ("Conversion Agent"). The
Company shall also appoint a bid solicitation agent (the "Bid Solicitation
Agent") to act pursuant to Paragraph 5 of the Securities. The Registrar shall
keep a register of the Securities and of their transfer and exchange. The
Company may have one or more co-registrars, one or more additional paying agents
and one or more additional conversion agents. The term Paying Agent includes any
additional paying agent, including any named

                                       10
<PAGE>

pursuant to Section 4.05 hereof. The term Conversion Agent includes any
additional conversion agent, including any named pursuant to Section 4.05
hereof.

         The Company shall enter into an appropriate agency agreement with any
Registrar or co-registrar, Paying Agent, Conversion Agent or Bid Solicitation
Agent (other than the Trustee). The agreement shall implement the provisions of
this Indenture that relate to such agent. The Company shall notify the Trustee
of the name and address of any such agent. If the Company fails to maintain a
Registrar, Paying Agent, Conversion Agent or Bid Solicitation Agent, the Trustee
shall act as such and shall be entitled to appropriate compensation therefor
pursuant to Section 7.07 hereof. The Company or any Subsidiary or an Affiliate
of either of them may act as Paying Agent, Registrar, Conversion Agent or
co-registrar. None of the Company or any Subsidiary or any Affiliate of either
of them may act as Bid Solicitation Agent.

         The Company initially appoints the Trustee as Registrar, Conversion
Agent, Paying Agent and Bid Solicitation Agent in connection with the
Securities.

         SECTION 2.04. Paying Agent to Hold Money and Securities in Trust.

         Except as otherwise provided herein, by no later than 10:00 a.m., New
York City time, on or prior to each due date of payments in respect of any
Security, the Company shall deposit with the Paying Agent a sum of money (in
immediately available funds if deposited on the due date) or Common Stock
sufficient to make such payments when so becoming due. The Company shall require
each Paying Agent (other than the Trustee) to agree in writing that the Paying
Agent shall hold in trust for the benefit of Securityholders or the Trustee all
money and Common Stock held by the Paying Agent for the making of payments in
respect of the Securities and shall notify the Trustee of any default by the
Company in making any such payment. At any time during the continuance of any
such default, the Paying Agent shall, upon the written request of the Trustee,
forthwith pay to the Trustee all money and Common Stock so held in trust. If the
Company, a Subsidiary or an Affiliate of either of them acts as Paying Agent, it
shall segregate the money and Common Stock held by it as Paying Agent and hold
it as a separate trust fund. The Company at any time may require a Paying Agent
to pay all money and Common Stock held by it to the Trustee and to account for
any funds and Common Stock disbursed by it. Upon doing so, the Paying Agent
shall have no further liability for the money or Common Stock.

         SECTION 2.05. Securityholder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is not the Registrar, the Company shall cause to
be furnished to the Trustee at least semiannually on May 1 and November 1 a
listing of Securityholders dated within 15 days of the date on which the list is
furnished and at such other times as the Trustee may request in writing a list
in such form and as of such date as the Trustee may reasonably require of the
names and addresses of Securityholders.

         SECTION 2.06. Transfer and Conversion.

         Subject to Section 2.12 hereof,

                                       11
<PAGE>

         (a) upon surrender for registration of transfer of any Security,
together with a written instrument of transfer satisfactory to the Registrar
duly executed by the Securityholder or such Securityholder's attorney duly
authorized in writing, at the office or agency of the Company designated as
Registrar or co-registrar pursuant to Section 2.03 hereof, the Company shall
execute, and the Trustee upon receipt of a Company Order shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denomination or denominations, of a like
aggregate Principal Amount at Maturity. The Company shall not charge a service
charge for any registration of transfer or exchange, but the Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental
charges that may be imposed in connection with the registration of transfer or
exchange of the Securities from the Securityholder requesting such registration
of transfer or exchange.

         (b) Notwithstanding any provision to the contrary herein, so long as a
Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.12 hereof and this Section 2.06(b) hereof.
Transfers of a Global Security shall be limited to transfers of such Global
Security in whole, or in part, to nominees of the Depositary or to a successor
of the Depositary or such successor's nominee.

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

         (d) Any Registrar appointed pursuant to Section 2.03 hereof shall
provide to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities upon registration
of transfer or exchange of Securities.

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

         (f) If Securities are issued upon the registration of transfer,
exchange or replacement of Securities subject to restrictions on transfer and
bearing the legends set forth on the form of Security attached hereto as
Exhibits A-1 and A-2 setting forth such restrictions (collectively, the
"Legend"), or if a request is made to remove the Legend on a Security, the
Securities so issued shall bear the Legend, or the Legend shall not be removed,
as the case may be, unless there is delivered to the Company and the Registrar
such satisfactory evidence, which shall include an opinion of counsel, as may be
reasonably required by the Company and the Registrar, that neither the Legend
nor the restrictions on transfer set forth therein are required to ensure that
transfers thereof comply with the provisions of Rule 144A or Rule 144 under the
Securities Act or that such Securities are not "restricted" within the meaning
of Rule 144 under the Securities Act. Upon (i) provision of such satisfactory
evidence, or (ii) notification by the Company to the Trustee and Registrar of
the sale of such Security pursuant to a registration statement that is effective
at the time of such sale, the Trustee, at the written direction of the Company,
shall authenticate and deliver a Security that does not bear the Legend. If the
Legend

                                       12
<PAGE>

is removed from the face of a Security and the Security is subsequently held by
an Affiliate of the Company, the Company shall use its reasonable best efforts
to reinstate the Legend.

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

         SECTION 2.07. Replacement Securities.

         (a) If (i) any mutilated Security is surrendered to the Trustee, or
(ii) the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a protected purchaser within the
meaning of Article 8 of the Uniform Commercial Code as in effect from time to
time in the State of New York (a "Protected Purchaser"), the Company shall
execute and upon its written request the Trustee shall authenticate and deliver,
in exchange for any such mutilated Security or in lieu of any such destroyed,
lost or stolen Security, a new Security of like tenor and Principal Amount at
Maturity, bearing a number not contemporaneously outstanding.

         (b) In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, or is about to be purchased by the
Company pursuant to Article 3 hereof, the Company in its discretion may, instead
of issuing a new Security, pay or purchase such Security, as the case may be.

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

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

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


                                       13
<PAGE>

         SECTION 2.08. Outstanding Securities; Determinations of Holders'
Action.

         (a) Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those cancelled by it, those paid
pursuant to Section 2.07 hereof and delivered to it for cancellation and those
described in this Section 2.08 hereof as not outstanding. A Security does not
cease to be outstanding because the Company or an Affiliate thereof holds the
Security; provided, however, that in determining whether the Holders of the
requisite Principal Amount at Maturity of Securities have given or concurred in
any request, demand, authorization, direction, notice, consent or waiver
hereunder, Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Subject to the foregoing, only Securities outstanding at the time
of such determination shall be considered in any such determination (including,
without limitation, determinations pursuant to Articles 6 and 9 hereof).

         (b) If a Security is replaced pursuant to Section 2.07 hereof, the
replaced Security ceases to be outstanding unless the Trustee and the Company
receive proof satisfactory to each of them that the replaced Security is held by
a Protected Purchaser.

         (c) If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day following the Purchase Date or a Change
in Control Purchase Date, or on Stated Maturity, money or securities, if
permitted hereunder, sufficient to pay Securities payable on that date, then
immediately after such Redemption Date, Purchase Date, Change in Control
Purchase Date or Stated Maturity, as the case may be, such Securities shall
cease to be outstanding and Original Issue Discount and interest (including
contingent interest), if any, on such Securities shall cease to accrue whether
or not the Security is delivered to the Paying Agent; provided, that if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture.

         (d) If a Security is converted in accordance with Article 10 hereof,
then from and after the time of conversion on the Conversion Date, such Security
shall cease to be outstanding and Original Issue Discount and interest
(including contingent interest), if any, shall cease to accrue on such Security.

         SECTION 2.09. Temporary Securities.

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


                                       14
<PAGE>

         (b) If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 2.03 hereof, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities, the Company shall
execute and the Trustee upon receipt of a Company Order shall authenticate and
deliver in exchange therefor a like Principal Amount at Maturity of definitive
Securities of authorized denominations. Until so exchanged the temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities.

         SECTION 2.10. Cancellation.

         All Securities surrendered for payment, purchase by the Company
pursuant to Article 3 hereof, conversion, redemption or registration of transfer
or exchange shall, if surrendered to any person other than the Trustee, be
delivered to the Trustee and shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly cancelled
by the Trustee. The Company may not issue new Securities to replace Securities
it has paid or delivered to the Trustee for cancellation or that any Holder has
converted pursuant to Article 10 hereof. No Securities shall be authenticated in
lieu of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be disposed of by the Trustee in accordance with the
Trustee's customary procedure.

         SECTION 2.11. Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of the Security or
the payment of any Redemption Price, Purchase Price or Change in Control
Purchase Price in respect thereof, and interest (including contingent interest,
if any) thereon, for the purpose of conversion and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

         SECTION 2.12. Global Securities.

         (a) Notwithstanding any other provisions of this Indenture or the
Securities, (A) transfers of a Global Security, in whole or in part, shall be
made only in accordance with Section 2.06 and Section 2.12(a)(i) hereof, (B)
transfer of a beneficial interest in a Global Security for a Certificated
Security shall comply with Section 2.06 and Section 2.12(a)(ii) hereof, and (C)
transfers of a Certificated Security shall comply with Section 2.06 and Section
2.12(a)(iii) and (iv) hereof.


                                       15
<PAGE>

         (i)   Transfer of Global Security. A Global Security may not be
               transferred, in whole or in part, to any Person other than the
               Depositary or a nominee or any successor thereof, and no such
               transfer to any such other Person may be registered; provided
               that this clause (i) shall not prohibit any transfer of a
               Security that is issued in exchange for a Global Security but is
               not itself a Global Security. No transfer of a Security to any
               Person shall be effective under this Indenture or the Securities
               unless and until such Security has been registered in the name of
               such Person. Nothing in this Section 2.12(a)(i) shall prohibit or
               render ineffective any transfer of a beneficial interest in a
               Global Security effected in accordance with the other provisions
               of this Section 2.12(a).

         (ii)  Restrictions on Transfer of a Beneficial Interest in a Global
               Security for a Certificated Security. A beneficial interest in a
               Global Security may not be exchanged for a Certificated Security
               except upon satisfaction of the requirements set forth below.
               Upon receipt by the Trustee of a transfer of a beneficial
               interest in a Global Security in accordance with Applicable
               Procedures for a Certificated Security in the form satisfactory
               to the Trustee, together with:

               (a) so long as the Securities are Restricted Securities,
                   certification, in the form set forth in Exhibit B-1 attached
                   hereto;

               (b) if such beneficial interest in the Global Security is being
                   transferred to an Institutional Accredited Investor in
                   accordance with Section 501(a)(1), (2), (3) or (7) of the
                   Securities Act, certification in the form set forth in
                   Exhibit B-2 attached hereto;

               (c) if a Restricted Security is being transferred (i) to an
                   "institutional accredited investor" within the meaning of
                   Rule 501(a)(1), (2), (3) or (7) under the Securities Act that
                   is acquiring the Security for its own account, or for the
                   account of such an institutional accredited investor for
                   investment purposes and not with a view to, or for offer or
                   sale in connection with, any distribution in violation of the
                   Securities Act or (ii) in reliance on another exemption from
                   the registration requirements of the Securities Act, an
                   opinion of counsel, certification and/or other information
                   satisfactory to the Company and the Trustee; and

               (d) written instructions to the Trustee to make, or direct the
                   Registrar to make, an adjustment on its books and records
                   with respect to such Global Security to reflect a decrease in
                   the aggregate Principal Amount of the Securities represented
                   by the Global Security, such instructions to contain
                   information regarding the Depositary account to be credited
                   with such decrease,


                                       16
<PAGE>


               then the Trustee shall cause, or direct the Registrar to cause,
               in accordance with the standing instructions and procedures
               existing between the Depositary and the Registrar, the aggregate
               Principal Amount at Maturity of Securities represented by the
               Global Security to be decreased by the aggregate Principal Amount
               at Maturity of the Certificated Security to be issued, shall
               issue such Certificated Security and shall debit or cause to be
               debited to the account of the Person specified in such
               instructions a beneficial interest in the Global Security equal
               to the Principal Amount at Maturity of the Certificated Security
               so issued.

         (iii) Transfer and Exchange of Certificated Securities. When
               Certificated Securities are presented to the Registrar with a
               request:

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

               (y) to exchange such Certificated Securities for an equal
                   Principal Amount at Maturity of Certificated Securities of
                   other authorized denominations,

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

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

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

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

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

                   (C) if such Certificated Security is being transferred to an
                       Institutional Accredited Investor in accordance with
                       Sections 501(a)(1), (2), (3) or (7) of the Securities
                       Act, certification in the form set forth in Exhibit B-2
                       attached hereto; or

                                       17
<PAGE>

                   (D) if a Certificated Security is being transferred (i) to an
                       "institutional accredited investor" within the meaning of
                       Rule 501(a)(1), (2), (3) or (7) under the Securities Act
                       that is acquiring the Security for its own account, or
                       for the account of such an institutional accredited
                       investor for investment purposes and not with a view to,
                       or for offer or sale in connection with, any distribution
                       in violation of the Securities Act or (ii) in reliance on
                       another exemption from the registration requirements of
                       the Securities Act, an opinion of counsel, certification
                       and/or other information satisfactory to the Company and
                       the Trustee.

         (iv)  Restrictions on Transfer of a Certificated Security for a
               Beneficial Interest in a Global Security. A Certificated Security
               may not be exchanged for a beneficial interest in a Global
               Security except upon satisfaction of the requirements set forth
               below. Upon receipt by the Trustee of a Certificated Security,
               duly endorsed or accompanied by appropriate instruments of
               transfer, in form satisfactory to the Trustee, together with:

               (a) so long as the Securities are Restricted Securities,
                   certification, in the form set forth in Exhibit B-1 attached
                   hereto, that such Certificated Security is being transferred
                   to a Qualified Institutional Buyer in accordance with Rule
                   144A; and

               (b) written instructions directing the Trustee to make, or to
                   direct the Registrar to make, an adjustment on its books and
                   records with respect to such Global Security to reflect an
                   increase in the aggregate Principal Amount at Maturity of the
                   Securities represented by the Global Security, such
                   instructions to contain information regarding the Depositary
                   account to be credited with such increase,

               then the Trustee shall cancel such Certificated Security and
               cause, or direct the Registrar to cause, in accordance with the
               standing instructions and procedures existing between the
               Depositary and the Registrar, the aggregate Principal Amount at
               Maturity of Securities represented by the Global Security to be
               increased by the aggregate Principal Amount at Maturity of the
               Certificated Security to be exchanged, and shall credit or cause
               to be credited to the account of the Person specified in such
               instructions a beneficial interest in the Global Security equal
               to the Principal Amount at Maturity of the Certificated Security
               so canceled. If no Global Securities are then outstanding, the
               Company shall issue and the Trustee shall authenticate, upon
               written order of the Company in the form of an Officers'
               Certificate, a new Global Security in the appropriate Principal
               Amount at Maturity.


                                       18
<PAGE>

         (b) Subject to the succeeding paragraph, every Security shall be
subject to the restrictions on transfer provided in the Legend including the
delivery of an Opinion of Counsel, if so provided. Whenever any Restricted
Security is presented or surrendered for registration of transfer or for
exchange for a Security registered in a name other than that of the Holder, such
Security must be accompanied by a certificate in substantially the form set
forth in Exhibit B-1 attached hereto, dated the date of such surrender and
signed by the Holder of such Security, as to compliance with such restrictions
on transfer. The Registrar shall not be required to accept for such registration
of transfer or exchange any Security not so accompanied by a properly completed
certificate.

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

         (d) As used in the preceding two paragraphs of this Section 2.12, the
term "transfer" encompasses any sale, pledge, transfer, hypothecation or other
disposition of any Security.

         (e) The provisions of clauses (1), (2), (3) and (4) below shall apply
only to Global Securities:

               (1) Notwithstanding any other provisions of this Indenture or the
         Securities, except as provided in Section 2.12(a)(ii) hereof, a Global
         Security shall not be exchanged in whole or in part for a Security
         registered in the name of any Person other than the Depositary or one
         or more nominees thereof, provided that a Global Security may be
         exchanged for Securities registered in the names of any person
         designated by the Depositary in the event that (i) the Depositary has
         notified the Company that it is unwilling or unable to continue as
         Depositary for such Global Security or such Depositary has ceased to be
         a "clearing agency" registered under the Exchange Act, and a successor
         Depositary is not appointed by the Company within 90 days, (ii) the
         Company decides to discontinue use of


                                       19
<PAGE>

         the system of book-entry transfer through DTC (or any successor
         depositary); or (iii) an Event of Default has occurred and is
         continuing with respect to the Securities. Any Global Security
         exchanged pursuant to clause (i) or (ii) above shall be so exchanged in
         whole and not in part, and any Global Security exchanged pursuant to
         clause (iii) above may be exchanged in whole or from time to time in
         part as directed by the Depositary. Any Security issued in exchange for
         a Global Security or any portion thereof shall be a Global Security;
         provided that any such Security so issued that is registered in the
         name of a Person other than the Depositary or a nominee thereof shall
         not be a Global Security.

               (2) Securities issued in exchange for a Global Security or any
         portion thereof shall be issued in definitive, fully registered form,
         without interest coupons, shall have an aggregate Principal Amount at
         Maturity equal to that of such Global Security 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 the applicable legends provided for herein. Any Global Security to
         be exchanged in whole shall be surrendered by the Depositary to the
         Trustee, as Registrar. With regard to any Global Security to be
         exchanged in part, either such Global Security 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 Security, the
         Principal Amount at Maturity 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
         deliver the Security issuable on such exchange to or upon the order of
         the Depositary or an authorized representative thereof.

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

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

               (5) Neither any members of, or participants in, the Depositary
         (collectively, the "Agent Members") nor any other Persons on whose
         behalf Agent Members may act shall have any rights under this Indenture
         with respect to any Global Security registered in the name of the
         Depositary or any nominee thereof, or under any such Global Security,
         and the Depositary or such nominee, as the case may be, may be treated
         by the Company, the Trustee and any agent of the Company or the Trustee
         as the absolute owner and holder of such Global Security for all
         purposes whatsoever. Notwithstanding the foregoing, nothing herein
         shall prevent the Company, the Trustee or any agent of the Company or
         the

                                       20
<PAGE>

         Trustee from giving effect to any written certification, proxy or
         other authorization furnished by the Depositary or such nominee, as the
         case may be, or impair, as between the Depositary, its Agent Members
         and any other person on whose behalf an Agent Member may act, the
         operation of customary practices of such Persons governing the exercise
         of the rights of a holder of any Security.

         SECTION 2.13. CUSIP Numbers.

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

                                    ARTICLE 3

                            REDEMPTION AND PURCHASES

         SECTION 3.01. Right to Redeem; Notices to Trustee.

         The Company, at its option, may redeem the Securities in accordance
with the provisions of paragraphs 6 and 8 of the Securities. If the Company
elects to redeem Securities pursuant to paragraph 6 of the Securities, it shall
notify the Trustee in writing of the Redemption Date, the Principal Amount at
Maturity of Securities to be redeemed, the CUSIP number of Securities to be
redeemed, the Redemption Price and the amount of contingent interest, if any,
payable on the Redemption Date.

         The Company shall give the notice to the Trustee provided for in this
Section 3.01 by a Company Order, at least 30 days before the Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee).

         SECTION 3.02. Selection of Securities to Be Redeemed.

         If less than all the Securities are to be redeemed, the Trustee shall
select the Securities to be redeemed pro rata or by lot or by any other method
selected by the Trustee in its sole discretion (so long as such method is not
prohibited by the rules of any stock exchange on which the Securities are then
listed). The Trustee shall make the selection at least 30 days but not more than
60 days before the Redemption Date from outstanding Securities not previously
called for redemption.

         Securities and portions of them the Trustee selects shall be in
Principal Amounts at Maturity of $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall notify
the Company promptly of the Securities or portions of Securities to be redeemed.

                                       21
<PAGE>

         If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities which have
been converted during a selection of Securities to be redeemed may be treated by
the Trustee as outstanding for the purpose of such selection.

         SECTION 3.03. Notice of Redemption.

         At least 30 days but not more than 60 days before a Redemption Date,
the Company shall mail a notice of redemption by first-class mail, postage
prepaid, to each Holder of Securities to be redeemed.

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

               (1) the Redemption Date;

               (2) the Redemption Price and, to the extent known at the time of
     such notice, the amount of contingent interest, if any, payable on the
     Redemption Date;

               (3) the election of the Company (which, subject to the provisions
     of Article 10 hereof, shall be irrevocable) to deliver shares of Common
     Stock or to pay cash in lieu of delivery of such shares with respect to any
     Security that may be converted after making such notice prior to the
     Redemption Date;

               (4) the Conversion Rate;

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

               (6) that Securities called for redemption may be converted at any
     time before the close of business on the second Business Day immediately
     preceding the Redemption Date;

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

               (8) that Securities called for redemption must be surrendered to
     the Paying Agent to collect the Redemption Price and contingent interest,
     if any;

               (9) if fewer than all the outstanding Securities are to be
     redeemed, the certificate number and Principal Amounts at Maturity of the
     particular Securities to be redeemed;

               (10) that, unless the Company defaults in making payment of such
     Redemption Price and contingent interest, if any, Original Issue Discount
     and contingent interest, if any, on Securities called for redemption will
     cease to

                                       22
<PAGE>
     accrue on and after the Redemption Date and the Securities will cease to be
     convertible; and

               (11) the CUSIP number of the Securities.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense, provided that the
Company makes such request at least five Business Days (unless a shorter period
shall be satisfactory to the Trustee) prior to the date such notice of
redemption must be mailed.

         SECTION 3.04. Effect of Notice of Redemption.

         Once notice of redemption is given, Securities called for redemption
become due and payable on the Redemption Date and at the Redemption Price
(together with accrued contingent interest, if any, to but not including the
date of redemption) stated in the notice except for Securities which are
converted in accordance with the terms of this Indenture. Upon surrender to the
Paying Agent, such Securities shall be paid at the Redemption Price (together
with accrued contingent interest, if any, to but not including the date of
redemption) stated in the notice.

         SECTION 3.05. Deposit of Redemption Price.

         Prior to 10:00 a.m. (New York City time) on any Redemption Date, the
Company shall deposit with the Paying Agent (or if the Company or a Subsidiary
or an Affiliate of either of them is the Paying Agent, shall segregate and hold
in trust) money sufficient to pay the Redemption Price of, and any accrued and
unpaid contingent interest to but not including the date of redemption with
respect to, all Securities to be redeemed on that date other than Securities or
portions of Securities called for redemption which on or prior thereto have been
delivered by the Company to the Trustee for cancellation or have been converted.
The Paying Agent shall as promptly as practicable return to the Company any
money, not required for that purpose because of conversion of Securities
pursuant to Article 10. If such money is then held by the Company in trust and
is not required for such purpose it shall be discharged from such trust.

         SECTION 3.06. Securities Redeemed in Part.

         Upon surrender of a Security that is redeemed in part, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder a new
Security in an authorized denomination equal in Principal Amount at Maturity to
the unredeemed portion of the Security surrendered.

         SECTION 3.07. Conversion Arrangement on Call for Redemption.

         In connection with any redemption of Securities, the Company may
arrange for the purchase and conversion of any Securities called for redemption
by an agreement with one or more investment banks or other purchasers to
purchase such Securities by paying to the Trustee in trust for the
Securityholders, on or prior to 10:00 a.m. New York City time on the Redemption
Date, an amount that, together with any amounts deposited with the Trustee by
the Company for the redemption of such Securities, is not less than the
Redemption Price of, and any accrued and


                                       23
<PAGE>


unpaid contingent interest with respect to, such Securities. Notwithstanding
anything to the contrary contained in this Article 3, the obligation of the
Company to pay the Redemption Prices of such Securities 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, any Securities not duly
surrendered for conversion by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and (notwithstanding anything to the contrary
contained in Article 10 hereof) surrendered by such purchasers for conversion,
all as of immediately prior to the close of business on the Business Day prior
to the Redemption Date, subject to payment of the above amount as aforesaid. The
Trustee shall hold and pay to the Holders whose Securities are selected for
redemption any such amount paid to it for purchase and conversion in the same
manner as it would moneys deposited with it by the Company for the redemption of
Securities. Without the Trustee's prior written consent, no arrangement between
the Company and such purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee as set forth in this Indenture,
and the Company agrees to indemnify the Trustee from, and hold it harmless
against, any loss, liability or expense arising out of or in connection with any
such arrangement for the purchase and conversion of any Securities between the
Company and such purchasers, including the costs and expenses incurred by the
Trustee in the defense of any claim or liability arising out of or in connection
with the exercise or performance of any of its powers, duties, responsibilities
or obligations under this Indenture.

         SECTION 3.08. Purchase of Securities at Option of the Holder.

         (a) General. Securities shall be purchased by the Company pursuant to
paragraph 7 of the Securities at the option of the Holder thereof, upon:

         (1) delivery to the Paying Agent by the Holder of a written notice of
     purchase (a "Purchase Notice") at any time from the opening of business on
     the date that is 20 Business Days prior to a Purchase Date until the close
     of business on the Business Day immediately preceding such Purchase Date
     stating:

               (A) if Certificated Securities have been issued, the certificate
         number of the Security which the Holder will deliver to be purchased
         or, if not, such information as may be required under Applicable
         Procedures,

               (B) the portion of the Principal Amount at Maturity of the
         Security which the Holder will deliver to be purchased, which portion
         must be a Principal Amount at Maturity of $1,000 or an integral
         multiple thereof,

               (C) that such Security shall be purchased as of the Purchase Date
         pursuant to the terms and conditions specified in paragraph 7 of the
         Securities and in this Indenture, and

               (D) in the event the Company elects, pursuant to Section 3.08(b)
         hereof, to pay the Purchase Price to be paid as of such Purchase Date,
         in whole or in part, in shares of Common Stock but the Purchase Price
         shall ultimately be


                                       24
<PAGE>

         payable to such Holder entirely in cash because any of the conditions
         to payment of the Purchase Price in Common Stock is not satisfied
         prior to the close of business on such Purchase Date, as set forth in
         Section 3.08(d) hereof, whether such Holder elects (i) to withdraw
         such Purchase Notice as to some or all of the Securities to which such
         Purchase Notice relates (stating the Principal Amount at Maturity and
         certificate numbers of the Securities as to which such withdrawal
         shall relate), or (ii) to receive cash in respect of the entire
         Purchase Price for all Securities (or portions thereof) to which such
         Purchase Notice relates; and

         (2) delivery of such Security to the Paying Agent prior to, on or after
     the Purchase Date (together with all necessary endorsements) at the offices
     of the Paying Agent, such delivery being a condition to receipt by the
     Holder of the Purchase Price therefor; provided, however, that such
     Purchase Price shall be so paid pursuant to this Section 3.08 only if the
     Security so delivered to the Paying Agent shall conform in all respects to
     the description thereof in the related Purchase Notice, as determined by
     the Company.

         If a Holder, in such Holder's Purchase Notice and in any written notice
of withdrawal delivered by such Holder pursuant to the terms of Section 3.10
hereof, fails to indicate such Holder's choice with respect to the election set
forth in clause (D) of Section 3.08(a)(1), such Holder shall be deemed to have
elected to receive cash in respect of the Purchase Price for all Securities
subject to such Purchase Notice in the circumstances set forth in such clause
(D).

         The Company shall purchase from the Holder thereof, pursuant to this
Section 3.08, a portion of a Security if the Principal Amount at Maturity of
such portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

         Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.08 shall be consummated by the delivery of the consideration to
be received by the Holder (including accrued and unpaid contingent interest, if
any) promptly following the later of the Purchase Date and the time of delivery
of the Security.

         Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Purchase Notice contemplated by this Section 3.08(a)
shall have the right to withdraw such Purchase Notice at any time prior to the
close of business on the Business Day immediately preceding the Purchase Date by
delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 3.10 hereof.

         The Paying Agent shall promptly notify the Company of the receipt by it
of any Purchase Notice or written notice of withdrawal thereof.

         (b) Company's Right to Elect Manner of Payment of Purchase Price. The
Securities to be purchased pursuant to Section 3.08(a) may be paid for, at the
election of the Company, in U.S. legal tender ("cash") or Common Stock, or in
any combination of cash and Common Stock, subject to the conditions set forth in
Sections 3.08(c) and (d). The Company


                                       25
<PAGE>

shall designate, in the Company Notice delivered pursuant to Section 3.08(e),
whether the Company will purchase the Securities for cash or Common Stock, or,
if a combination thereof, the percentages of the Purchase Price of Securities in
respect of which it will pay in cash or Common Stock; provided that the Company
will pay cash for fractional interests in Common Stock. For purposes of
determining the existence of potential fractional interests, all Securities
subject to purchase by the Company held by a Holder shall be considered together
(no matter how many separate certificates are to be presented). Each Holder
whose Securities are purchased pursuant to this Section 3.08 shall receive the
same percentage of cash or Common Stock in payment of the Purchase Price for
such Securities, except (i) as provided in Section 3.08(d) with regard to the
payment of cash in lieu of fractional shares of Common Stock and (ii) in the
event that the Company is unable to purchase the Securities of a Holder or
Holders for Common Stock because any necessary qualifications or registrations
of the Common Stock under applicable state securities laws cannot be obtained,
the Company may purchase the Securities of such Holder or Holders for cash. The
Company may not change its election with respect to the consideration (or
components or percentages of components thereof) to be paid once the Company has
given its Company Notice to Securityholders except pursuant to this Section
3.08(b) or pursuant to Section 3.08(d) in the event of a failure to satisfy,
prior to the close of business on the Purchase Date, any condition to the
payment of the Purchase Price, in whole or in part, in Common Stock.

         At least three Business Days before the Company Notice Date (as defined
in Section 3.08(c) hereof), the Company shall deliver an Officers' Certificate
to the Trustee specifying:

               (i) the manner of payment selected by the Company;

               (ii) the information required by Section 3.08(e) hereof;

               (iii) if the Company elects to pay the Purchase Price, or a
         specified percentage thereof, in Common Stock, that the conditions to
         such manner of payment set forth in Section 3.08(d) hereof have been or
         will be complied with; and

               (iv) whether the Company desires the Trustee to give the Company
         Notice required by Section 3.08(e) hereof.

         (c) Purchase with Cash. On each Purchase Date, at the option of the
Company, the Purchase Price of Securities in respect of which a Purchase Notice
pursuant to Section 3.08(a) hereof has been given, or a specified percentage
thereof, may be paid by the Company with cash equal to the aggregate Purchase
Price of such Securities. If the Company elects to purchase Securities with
cash, the Company Notice, as provided in Section 3.08(e) hereof, shall be sent
to Holders (and to beneficial owners as required by applicable law) not less
than 20 Business Days prior to such Purchase Date (the "Company Notice Date").

         (d) Payment by Issuance of Common Stock. On each Purchase Date, at the
option of the Company, the Purchase Price of Securities in respect of which a
Purchase Notice pursuant to Section 3.08(a) hereof has been given, or a
specified percentage thereof, may be paid by the Company by the issuance of a
number of shares of Common Stock equal to the quotient


                                       26
<PAGE>

obtained by dividing (i) the amount of cash to which the Securityholders would
have been entitled had the Company elected to pay all or such specified
percentage, as the case may be, of the Purchase Price of such Securities in cash
by (ii) the Market Price of a share of Common Stock, subject to the next
succeeding paragraph.

         The Company will not issue a fractional share of Common Stock in
payment of the Purchase Price. Instead the Company will pay cash for the current
market value of the fractional share. The current market value of a fraction of
a share shall be determined by multiplying the Market Price by such fraction and
rounding the product to the nearest whole cent. It is understood that if a
Holder elects to have more than one Security purchased, the number of shares of
Common Stock shall be based on the aggregate amount of Securities to be
purchased.

         If the Company elects to purchase the Securities by the issuance of
shares of Common Stock, the Company Notice, as provided in Section 3.08(e)
hereof, shall be sent to the Holders (and to beneficial owners as required by
applicable law) not later than the Company Notice Date.

         The Company's right to exercise its election to purchase the Securities
pursuant to this Section 3.08 through the issuance of shares of Common Stock
shall be conditioned upon:

               (i) the Company's not having given its Company Notice of an
     election to pay entirely in cash and its giving of timely Company Notice
     (as defined in Section 3.08(e) hereof) of election to purchase all or a
     specified percentage of the Securities with Common Stock as provided
     herein;

               (ii) the shares of Common Stock having been admitted for listing
     or admitted for listing subject to notice of issuance on the principal
     United States securities exchange on which the Common Stock is then listed
     or causing such shares of Common Stock to be quoted on the Nasdaq National
     Market System if not so quoted;

               (iii) the registration of the shares of Common Stock to be issued
     in respect of the payment of the Purchase Price under the Securities Act of
     1933, as amended (the "Securities Act"), or the Securities Exchange Act of
     1934, as amended (the "Exchange Act"), in each case, if required;

               (iv) any necessary qualification or registration under applicable
     state securities laws or the availability of an exemption from such
     qualification and registration; and

               (v) the receipt by the Trustee of an Officers' Certificate and an
     Opinion of Counsel each stating that (A) the terms of the issuance of the
     Common Stock are in conformity with this Indenture and (B) the shares of
     Common Stock to be issued by the Company in payment of the Purchase Price
     in respect of Securities have been duly authorized and, when issued and
     delivered pursuant to the terms of this Indenture in payment of the
     Purchase Price in respect of the Securities, will be validly issued, fully
     paid and non-assessable and, to the best of such counsel's knowledge, free
     from preemptive rights, and, in the case of such Officers' Certificate,
     stating that conditions (i),

                                       27
<PAGE>
     (ii), (iii) and (iv) above and the condition set forth in the second
     succeeding sentence have been satisfied and, in the case of such Opinion of
     Counsel, stating that conditions (ii), (iii) and (iv) above have been
     satisfied.

         Such Officers' Certificate shall also set forth the number of shares of
Common Stock to be issued for each $1,000 Principal Amount at Maturity of
Securities and the Sale Price of a share of Common Stock on each Trading Day
during the period for which the Market Price is calculated. The Company may pay
the Purchase Price (or any portion thereof) in Common Stock only if the
information necessary to calculate the Market Price is published in a daily
newspaper of national circulation. If the foregoing conditions are not satisfied
with respect to a Holder or Holders prior to the close of business on the
Purchase Date and the Company has elected to purchase the Securities pursuant to
this Section 3.08 through the issuance of shares of Common Stock, the Company
shall pay the entire Purchase Price of the Securities of such Holder or Holders
in cash.

         The "Market Price" means the average of the Sale Prices of the Common
Stock for the five Trading Day period ending on the third Business Day prior to
the applicable Purchase Date (if the third Business Day prior to the applicable
Purchase Date is a Trading Day, otherwise the Five Trading Day period shall end
on the last Trading Day prior to such third Business Day), appropriately
adjusted to take into account the occurrence, during the period commencing on
the first of such Trading Days during such five Trading Day period and ending on
such Purchase Date, of any event described in Section 10.06, 10.07 or 10.08
hereof; subject, however, to the conditions set forth in Sections 10.09 and
10.10 hereof.

         The "Sale Price" on any date means the closing per share sale price
(or, if no closing sale price is reported, the average of the bid and ask prices
or, if more than one in either case, the average of the average bid and average
ask prices) on such date as reported in composite transactions on the New York
Stock Exchange or such other principal United States securities exchange on
which the Common Stock is traded or, if the Common Stock is not listed on a
United States national or regional securities exchange, (i) as reported by the
National Association of Securities Dealers Automated Quotation System or by the
National Quotation Bureau Incorporated, or (ii) if such bid and ask prices are
not reported by the National Association of Securities Dealers Automated
Quotation System or by the National Quotation Bureau Incorporated, in a manner
to be determined by the Company on the basis of such quotation as the Company
considers appropriate in its sole and absolute discretion.

         (e) Notice of Election. The Company's notice of election to purchase
with cash or Common Stock or any combination thereof shall be sent to the
Holders (and to beneficial owners as required by applicable law) in the manner
provided in Section 12.02 at the time specified in Section 3.08(c) or (d)
hereof, as applicable (the "Company Notice"). Such Company Notice shall state
the manner of payment elected and shall contain the following information: In
the event the Company has elected to pay the Purchase Price (or a specified
percentage thereof) with Common Stock, the Company Notice shall:

               (1) state that each Holder will receive Common Stock with a
     Market Price determined as of a specified date prior to the Purchase Date
     equal to such specified


                                       28
<PAGE>


     percentage of the Purchase Price of the Securities held by such Holder
     (except any cash amount to be paid in lieu of fractional shares);

               (2) set forth the method of calculating the Market Price of the
     Common Stock; and

               (3) state that because the Market Price of Common Stock will be
     determined prior to the Purchase Date, Holders will bear the market risk
     with respect to the value of the Common Stock to be received from the date
     such Market Price is determined to the Purchase Date.

         In any case, each Company Notice shall include a form of Purchase
Notice to be completed by a Securityholder and shall state:

               (i) the Purchase Price, the Conversion Rate and, to the extent
     known at the time of such notice, the amount of contingent interest, if
     any, that will be accrued and payable with respect to the Securities as of
     the Purchase Date;

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

               (iii) that Securities as to which a Purchase Notice has been
     given may be converted pursuant to Article 10 hereof only if the applicable
     Purchase Notice has been withdrawn in accordance with the terms of this
     Indenture;

               (iv) that Securities must be surrendered to the Paying Agent to
     collect payment of the Purchase Price and contingent interest, if any;

               (v) that the Purchase Price for any Security as to which a
     Purchase Notice has been given and not withdrawn, together with any accrued
     contingent interest payable with respect thereto, will be paid promptly
     following the later of the Purchase Date and the time of surrender of such
     Security as described in (iv);

               (vi) the procedures the Holder must follow to exercise rights
     under this Section 3.08 and a brief description of those rights;

               (vii) briefly, the conversion rights of the Securities;

               (viii) the procedures for withdrawing a Purchase Notice
     (including, without limitation, for a conditional withdrawal pursuant to
     the terms of Section 3.08(a)(1)(D) or Section 3.10 hereof);

               (ix) that, unless the Company defaults in making payment of such
     Purchase Price and contingent interest, if any, Original Issue Discount and
     contingent interest, if any, on Securities surrendered for purchase will
     cease to accrue on and after the Purchase Date; and

               (x) the CUSIP number of the Securities.


                                       29
<PAGE>

         At the Company's request, the Trustee shall give such Company Notice in
the Company's name and at the Company's expense; provided, however, that, in all
cases, the text of such Company Notice shall be prepared by the Company.

         Upon determination of the actual number of shares of Common Stock to be
delivered for each $1,000 Principal Amount at Maturity of Securities, the
Company will promptly issue a press release and publish such determination on
the Company's web site on the World Wide Web or through such other public medium
as the Company may use at that time.

         (f) Covenants of the Company. All shares of Common Stock delivered upon
purchase of the Securities shall be newly issued shares or treasury shares,
shall be duly authorized, validly issued, fully paid and nonassessable and shall
be free from preemptive rights and free of any lien or adverse claim.

         (g) Procedure upon Purchase. The Company shall deposit cash (in respect
of a cash purchase under Section 3.08(c) hereof or for fractional interests or
contingent interest, as applicable) or shares of Common Stock, or a combination
thereof, as applicable, at the time and in the manner as provided in Section
3.11 hereof, sufficient to pay the aggregate Purchase Price of, and any accrued
and unpaid contingent interest with respect to, all Securities to be purchased
pursuant to this Section 3.08. As soon as practicable after the Purchase Date,
the Company shall deliver to each Holder entitled to receive Common Stock
through the Paying Agent, a certificate for the number of full shares of Common
Stock issuable in payment of the Purchase Price and cash in lieu of any
fractional interests. The person in whose name the certificate for Common Stock
is registered shall be treated as a holder of record of shares of Common Stock
on the Business Day following the Purchase Date. Subject to Section 3.08(d)
hereof, no payment or adjustment will be made for dividends on the Common Stock
the record date for which occurred on or prior to the Purchase Date.

         (h) Taxes. If a Holder of a Security is paid in Common Stock, the
Company shall pay any documentary, stamp or similar issue or transfer tax due on
such issue of shares of Common Stock. However, the Holder shall pay any such tax
which is due because the Holder requests the shares of Common Stock to be issued
in a name other than the Holder's name. The Paying Agent may refuse to deliver
the certificates representing the Common Stock being issued in a name other than
the Holder's name until the Paying Agent receives a sum sufficient to pay any
tax which will be due because the shares of Common Stock are to be issued in a
name other than the Holder's name. Nothing herein shall preclude any income tax
withholding required by law or regulations.

         SECTION 3.09. Purchase of Securities at Option of the Holder upon
Change in Control.

         (a) If on or prior to the date specified in paragraph 7 of the
Securities, there shall have occurred a Change in Control, Securities shall be
purchased by the Company, at the option of the Holder thereof, at a purchase
price specified in paragraph 7 of the Securities (the "Change in Control
Purchase Price"), as of the date that is no later than 35 Business Days after
the occurrence of the Change in Control but in no event prior to the date on
which such Change

                                       30
<PAGE>

in Control occurs (the "Change in Control Purchase Date"), subject to
satisfaction by or on behalf of the Holder of the requirements set forth in
Section 3.09(c) hereof.

         A "Change in Control" shall be deemed to have occurred at such time as
either of the following events shall occur:

         (1) any person, including its respective Affiliates and associates,
         other than the Company, its Subsidiaries or any employee benefits plan
         of the Company or its Subsidiaries, files a Schedule 13D or Schedule TO
         (or any successor schedule, form or report) pursuant to the Exchange
         Act, disclosing that such person has become the beneficial owner of 50%
         or more of the aggregate voting power of the Common Stock and other
         Capital Stock with equivalent voting rights, or other Capital Stock
         into which the Common Stock is reclassified or changed; provided,
         however, that a person shall not be deemed beneficial owner of, or to
         own beneficially, (A) any securities tendered pursuant to a tender or
         exchange offer made by or on behalf of such person or any of such
         person's Affiliates until such tendered securities are accepted for
         purchase or exchange thereunder, or (B) any securities if such
         beneficial ownership (1) arises solely as a result of a revocable proxy
         delivered in response to a proxy or consent solicitation made pursuant
         to the applicable rules and regulations under the Exchange Act, and (2)
         is not also then reportable on Schedule 13D (or any successor schedule)
         under the Exchange Act; or

         (2) there shall be consummated any share exchange, consolidation or
         merger of the Company pursuant to which the Common Stock would be
         converted into cash, securities or other property, in each case other
         than a share exchange, consolidation or merger of the Company in which
         the holders of the Common Stock and other Capital Stock with equivalent
         voting rights immediately prior to the share exchange, consolidation or
         merger have, directly or indirectly, at least a majority of the total
         voting power in the aggregate of all classes of Capital Stock of the
         continuing or surviving corporation immediately after such share
         exchange, consolidation or merger.

         For purposes of defining a change in control:

         (x) the term "person" and the term "group" have the meanings given by
         Section 13(d) and 14(d) of the Exchange Act or any successor
         provisions;

         (y) the term "group" includes any group acting for the purpose of
         acquiring, holding or disposing of securities within the meaning of
         Rule 13d-5(b)(1) under the Exchange Act or any successor provision; and

         (z) the term "beneficial owner" is determined in accordance with Rules
         13d-3 and 13d-5 under the Exchange Act or any successor provisions,
         except that a person will be deemed to have beneficial ownership of all
         shares that person has the right to acquire irrespective of whether
         that right is exercisable immediately or only after the passage of
         time.


                                       31
<PAGE>

         (b) Within 15 Business Days after the occurrence of a Change in
Control, the Company shall mail a written notice of Change in Control by
first-class mail to the Trustee and to each Holder (and to beneficial owners as
required by applicable law). The notice shall include a form of Change in
Control Purchase Notice to be completed by the Securityholder and shall state:

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

         (2) the date by which the Change in Control Purchase Notice pursuant to
     this Section 3.09 must be given;

         (3) the Change in Control Purchase Date;

         (4) the Change in Control Purchase Price and, to the extent known at
     the time of such notice, the amount of contingent interest, if any, that
     will be accrued and payable with respect to the Securities as of the Change
     in Control Purchase Date;

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

         (6) the Conversion Rate and any adjustments thereto;

         (7) that Securities as to which a Change in Control Purchase Notice has
     been given may be converted pursuant to Article 10 hereof only if the
     Change in Control Purchase Notice has been withdrawn in accordance with the
     terms of this Indenture;

         (8) that Securities must be surrendered to the Paying Agent to collect
     payment of the Change in Control Purchase Price and contingent interest, if
     any;

         (9) that the Change in Control Purchase Price for any Security as to
     which a Change in Control Purchase Notice has been duly given and not
     withdrawn, together with any accrued contingent interest payable with
     respect thereto, will be paid promptly following the later of the Change in
     Control Purchase Date and the time of surrender of such Security as
     described in (8);

         (10) briefly, the procedures the Holder must follow to exercise rights
     under this Section 3.09;

         (11) briefly, the conversion rights of the Securities;

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

         (13) that, unless the Company defaults in making payment of such Change
     in Control Purchase Price and contingent interest, if any, Original Issue
     Discount and contingent interest, if any, on Securities surrendered for
     purchase will cease to accrue on and after the Change in Control Purchase
     Date; and

         (14) the CUSIP number of the Securities.


                                       32
<PAGE>

         (c) A Holder may exercise its rights specified in Section 3.09(a)
hereof upon delivery of a written notice of purchase (a "Change in Control
Purchase Notice") to the Paying Agent at any time prior to the close of business
on the Change in Control Purchase Date, stating:

         (1) if Certificated Securities have been issued, the certificate number
     of the Security which the Holder will deliver to be purchased or if not,
     such information as may be required under Applicable Procedures;

         (2) the portion of the Principal Amount at Maturity of the Security
     which the Holder will deliver to be purchased, which portion must be $1,000
     or an integral multiple thereof; and

         (3) that such Security shall be purchased pursuant to the terms and
     conditions specified in paragraph 7 of the Securities.

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

         The Company shall purchase from the Holder thereof, pursuant to this
Section 3.09, a portion of a Security if the Principal Amount at Maturity of
such portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

         Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.09 shall be consummated by the delivery of the consideration to
be received by the Holder (together with accrued and unpaid contingent interest,
if any) promptly following the later of the Change in Control Purchase Date and
the time of delivery of the Security to the Paying Agent in accordance with this
Section 3.09.

         Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Change in Control Purchase Notice contemplated by this
Section 3.09(c) shall have the right to withdraw such Change in Control Purchase
Notice at any time prior to the close of business on the Change in Control
Purchase Date by delivery of a written notice of withdrawal to the Paying Agent
in accordance with Section 3.10 hereof.

         The Paying Agent shall promptly notify the Company of the receipt by it
of any Change in Control Purchase Notice or written withdrawal thereof.

         The Company shall not be required to comply with this Section 3.09 if a
third party mails a written notice of Change in Control in the manner, at the
times and otherwise in compliance with this Section 3.09 and repurchases all
Securities for which a Change in Control Purchase Notice shall be delivered and
not withdrawn.


                                       33
<PAGE>


         SECTION 3.10. Effect of Purchase Notice or Change in Control Purchase
Notice.

         Upon receipt by the Paying Agent of the Purchase Notice or Change in
Control Purchase Notice specified in Section 3.08(a) or Section 3.09(c) hereof,
as applicable, the Holder of the Security in respect of which such Purchase
Notice or Change in Control Purchase Notice, as the case may be, was given shall
(unless such Purchase Notice or Change in Control Purchase Notice is withdrawn
as specified in the following two paragraphs) thereafter be entitled to receive
solely the Purchase Price or Change in Control Purchase Price, as the case may
be, and any accrued and unpaid contingent interest, with respect to such
Security. Such Purchase Price or Change in Control Purchase Price and contingent
interest, if any, shall be paid to such Holder, subject to receipt of funds
and/or securities by the Paying Agent, promptly following the later of (x) the
Purchase Date or the Change in Control Purchase Date, as the case may be, with
respect to such Security (provided the conditions in Section 3.08(a) or Section
3.09(c) hereof, as applicable, have been satisfied) and (y) the time of delivery
of such Security to the Paying Agent by the Holder thereof in the manner
required by Section 3.08(a) or Section 3.09(c) hereof, as applicable. Securities
in respect of which a Purchase Notice or Change in Control Purchase Notice, as
the case may be, has been given by the Holder thereof may not be converted
pursuant to Article 10 hereof on or after the date of the delivery of such
Purchase Notice or Change in Control Purchase Notice, as the case may be, unless
such Purchase Notice or Change in Control Purchase Notice, as the case may be,
has first been validly withdrawn as specified in the following two paragraphs.

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

         (1) if Certificated Securities have been issued, the certificate number
         of the Security in respect of which such notice of withdrawal is being
         submitted, or if not, such information as may be required under
         Applicable Procedures,

         (2) the Principal Amount at Maturity of the Security with respect to
         which such notice of withdrawal is being submitted, and

         (3) the Principal Amount at Maturity, if any, of such Security which
         remains subject to the original Purchase Notice or Change in Control
         Purchase Notice, as the case may be, and which has been or will be
         delivered for purchase by the Company.

         A written notice of withdrawal of a Purchase Notice may be in the form
set forth in the preceding paragraph or may be in the form of (i) a conditional
withdrawal contained in a Purchase Notice pursuant to the terms of Section
3.08(a)(1)(D) hereof or (ii) a conditional withdrawal containing the information
set forth in Section 3.08(a)(1)(D) hereof and the preceding paragraph and
contained in a written notice of withdrawal delivered to the Paying Agent as set
forth in the preceding paragraph.


                                       34
<PAGE>

         There shall be no purchase of any Securities pursuant to Section 3.08
hereof (other than through the issuance of Common Stock in payment of the
Purchase Price, including cash in lieu of fractional shares) or Section 3.09
hereof if there has occurred (prior to, on or after, as the case may be, the
giving, by the Holders of such Securities, of the required Purchase Notice or
Change in Control Purchase Notice, as the case may be) and is continuing an
Event of Default (other than a default in the payment of the Purchase Price or
Change in Control Purchase Price, as the case may be, and any accrued and unpaid
contingent interest with respect to such Securities). The Paying Agent will
promptly return to the respective Holders thereof any Securities (x) with
respect to which a Purchase Notice or Change in Control Purchase Notice, as the
case may be, has been withdrawn in compliance with this Indenture, or (y) held
by it during the continuance of an Event of Default (other than a default in the
payment of the Purchase Price or Change in Control Purchase Price, as the case
may be, and any accrued and unpaid contingent interest with respect to such
Securities) in which case, upon such return, the Purchase Notice or Change in
Control Purchase Notice with respect thereto shall be deemed to have been
withdrawn.

         SECTION 3.11. Deposit of Purchase Price or Change in Control Purchase
Price.

         Prior to 10:00 a.m. (local time in The City of New York) on the
Business Day following the Purchase Date or the Change in Control Purchase Date,
as the case may be, the Company shall deposit with the Trustee or with the
Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of
them is acting as the Paying Agent, shall segregate and hold in trust as
provided in Section 2.04 hereof) an amount of money (in immediately available
funds if deposited on such Business Day) or Common Stock, if permitted
hereunder, sufficient to pay the aggregate Purchase Price or Change in Control
Purchase Price, as the case may be, of, and any accrued and unpaid contingent
interest with respect to, all the Securities or portions thereof which are to be
purchased as of the Purchase Date or Change in Control Purchase Date, as the
case may be.

         SECTION 3.12. Securities Purchased in Part.

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


                                       35
<PAGE>

         SECTION 3.13. Covenant to Comply With Securities Laws Upon Purchase of
Securities.

         In connection with any offer to purchase or purchase of Securities
under Section 3.08 or 3.09 hereof (provided that such offer or purchase
constitutes an "issuer tender offer" for purposes of Rule 13e-4 (which term, as
used herein, includes any successor provision thereto) under the Exchange Act at
the time of such offer or purchase), the Company shall, to the extent required
by law, (i) comply with Rule 13e-4, Rule 14e-1 and any other tender offer rules
under the Exchange Act which may then apply, (ii) file the related Schedule TO
(or any other required schedule) under the Exchange Act, and (iii) otherwise
comply with all Federal and state securities laws so as to permit the rights and
obligations under Sections 3.08 and 3.09 hereof to be exercised in the time and
in the manner specified in Sections 3.08 and 3.09 hereof.

         SECTION 3.14. Repayment to the Company.

         The Trustee and the Paying Agent shall return to the Company any cash
or shares of Common Stock that remain unclaimed as provided in paragraph 14 of
the Securities, together with interest or dividends, if any, thereon (subject to
the provisions of Section 7.01(f) hereof), held by them for the payment of the
Purchase Price or Change in Control Purchase Price, as the case may be, or
contingent interest, if any; provided, however, that to the extent that the
aggregate amount of cash or shares of Common Stock deposited by the Company
pursuant to Section 3.11 hereof exceeds the aggregate Purchase Price or Change
in Control Purchase Price, as the case may be, of, and the accrued and unpaid
contingent interest with respect to, the Securities or portions thereof which
the Company is obligated to purchase as of the Purchase Date or Change in
Control Purchase Date, as the case may be, whether as a result of withdrawal or
otherwise, then promptly after the Business Day following the Purchase Date or
Change in Control Purchase Date, as the case may be, the Trustee shall return
any such excess to the Company together with interest or dividends, if any,
thereon (subject to the provisions of Section 7.01(f) hereof).

                                    ARTICLE 4

                                    COVENANTS

         SECTION 4.01. Payment of Securities.

         The Company shall promptly make all payments in respect of the
Securities on the dates and in the manner provided in the Securities or pursuant
to this Indenture. Any amounts to be given to the Trustee or Paying Agent, shall
be deposited with the Trustee or Paying Agent by 10:00 a.m., New York City time,
by the Company. Principal Amount at Maturity, Issue Price plus accrued Original
Issue Discount, Redemption Price, Purchase Price, Change in Control Purchase
Price, and contingent interest, if any, shall be considered paid on the
applicable date due if on such date (or, in the case of a Purchase Price or
Change in Control Purchase Price, on the Business Day following the applicable
Purchase Date or Change in Control Purchase Date, as the case may be) the
Trustee or the Paying Agent holds, in accordance with this Indenture, money or
securities, if permitted hereunder, sufficient to pay all such amounts then due.



                                       36
<PAGE>

         The Company shall, to the extent permitted by law, pay interest on
overdue amounts at the rate per annum set forth in paragraph 1 of the
Securities, compounded semiannually, which interest shall accrue from the date
such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in lieu of, and not in addition to, the continued accrual of
Original Issue Discount.

         SECTION 4.02. SEC and Other Reports.

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

         SECTION 4.03. Compliance Certificate.

         The Company shall deliver to the Trustee within 120 days after the end
of each fiscal year of the Company (beginning with the fiscal year ending on or
about December 31, 2003) an Officers' Certificate, one of the signers of which
is the chief executive, chief financial or chief accounting officer, stating
whether or not to the knowledge of the signers thereof the Company is in default
in the performance and observance of any of the terms, provisions and conditions
of this Indenture (without regard to any period of grace or requirement of
notice provided hereunder) and if the Company shall be in default, specifying
all such defaults and the nature and status thereof of which they may have
knowledge.

         SECTION 4.04. Further Instruments and Acts.

         Upon request of the Trustee, the Company will execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purposes of this Indenture.


                                       37
<PAGE>

         SECTION 4.05. Maintenance of Office or Agency.

         The Company will maintain an office or agency of the Trustee,
Registrar, Paying Agent and Conversion Agent where Securities may be presented
or surrendered for payment, where Securities may be surrendered for registration
of transfer, exchange for other Securities, purchase, redemption or conversion
for Common Stock and where notices and demands to or upon the Company in respect
of the Securities and this Indenture may be served. The agency specified in
Section 12.02 hereof shall initially be such office or agency for all of the
aforesaid purposes. The Company shall give prompt written notice to the Trustee
of the location, and of any change in the location, of any such office or agency
(other than a change in the location of the office of the Trustee). If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 12.02 hereof.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations.

         SECTION 4.06. Delivery of Certain Information.

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

         SECTION 4.07. Calculation of Tax Original Issue Discount.

         The Company agrees, and each Holder and any beneficial owner of a
Security by its purchase thereof shall be deemed to agree, to treat, for United
States federal income tax purposes, the Securities as debt instruments that are
subject to Treasury Regulation Section 1.1275-4(b). For United States federal
income tax purposes, the Company agrees, and each Holder and any beneficial
owner of a Security by its purchase thereof shall be deemed to agree, to treat
the fair market value of the Common Stock received upon the conversion of a
Security, or upon the Holder's or beneficial owner's exercise of a put right
where the Company elects to pay in Common Stock, as a contingent payment for
purposes of Treasury Regulation Section 1.1275-4(b) and to accrue interest with
respect to outstanding Securities as original issue discount for United States
federal income tax purposes ("Tax OID") according to the "noncontingent bond
method," set forth in Section 1.1275-4(b) of the Treasury Regulations, using the
comparable yield set forth in Exhibit C attached hereto, compounded
semiannually, and the projected payment schedule in Exhibit C attached hereto.


                                       38
<PAGE>

         The Company acknowledges and agrees, and each Holder and any beneficial
owner of a Security by its purchase thereof shall be deemed to acknowledge and
agree, that (i) the comparable yield means the annual yield the Company would
pay on a noncontingent, nonconvertible, fixed-rate debt security with terms and
conditions otherwise comparable to those of the Securities, (ii) the schedule of
projected payments is determined on the basis of an assumption of linear growth
of the stock price and a constant dividend yield and is not determined for any
purpose other than for the determination of interest accruals and adjustments
thereof in respect of the Securities for United States federal income tax
purposes and (iii) the comparable yield and the schedule of projected payments
do not constitute a projection or representation regarding the amounts payable
on the Securities.

                                    ARTICLE 5

                              SUCCESSOR CORPORATION

         SECTION 5.01. Company May Consolidate, etc. Only on Certain Terms.

         The Company shall not consolidate with or merge with or into any other
person or convey, transfer or lease all or substantially all of its properties
and assets to any person, unless:

         (a) in case the Company shall consolidate with or merge with or into
another corporation or convey, transfer or lease all or substantially all of its
properties and assets to any person, the person formed by such consolidation or
into which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, all or substantially all of the properties and assets
of the Company shall be a corporation, limited liability company, partnership,
trust or other entity organized and existing under the laws of the United States
of America, any State thereof or the District of Columbia and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of
the Principal Amount at Maturity, Issue Price plus accrued Original Issue
Discount, Redemption Price, Purchase Price, Change in Control Purchase Price and
contingent interest, if any, on all the Securities and the performance of every
covenant of this Indenture on the part of the Company to be performed or
observed;

         (b) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time, or both, would
become an Event of Default, shall have happened and be continuing; and

         (c) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel each stating that such consolidation, merger,
conveyance, transfer or lease and such supplemental indenture comply with this
Article and that all conditions precedent herein provided for relating to such
transaction have been met.

         SECTION 5.02. Successor Corporation Substituted.

         Upon any consolidation with or merger with or into any other person, or
any conveyance, transfer or lease of all or substantially all of the properties
and assets of the Company in accordance with Section 5.01 hereof, the successor
person formed by such consolidation or into which the Company is merged or to
which such conveyance, transfer or


                                       39
<PAGE>

lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if
such successor had been named as the Company herein, and thereafter, except in
the case of a lease, the Company (which term for this purpose shall mean the
person named as the "Company" in the first paragraph of this instrument or any
successor person which shall theretofore have become such in the manner
presented in this Article 5) shall be relieved of all obligations and covenants
under this Indenture and the Securities.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

         SECTION 6.01. Events of Default.

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

         (1) the Company defaults in payment of any contingent interest on any
     of the Securities, which default continues for 30 days;

         (2) the Company defaults in the payment of the Principal Amount at
     Maturity, Issue Price plus accrued Original Issue Discount, Redemption
     Price, Purchase Price or Change in Control Purchase Price on any Security
     when the same becomes due and payable at its Stated Maturity, upon
     redemption, upon declaration, when due for purchase by the Company or
     otherwise;

         (3) the Company fails to comply with any of its agreements in the
     Securities or this Indenture (other than those referred to in clauses (1)
     and (2) above) and such failure continues for 30 days after there has been
     given by registered or certified mail, to the Company by the Trustee, or to
     the Company and the Trustee by the Holders of at least 25% in aggregate
     Principal Amount at Maturity of the outstanding Securities, a written
     notice specifying such default and requiring it to be remedied and stating
     that such notice is a "Notice of Default" hereunder;

         (4) a default under any (i) indebtedness for any money borrowed by the
     Company or the Operating Company, (ii) mortgage, indenture or other
     instrument under which there may be issued or by which there may be secured
     or evidenced any indebtedness for money borrowed by the Company or the
     Operating Company or (iii) guarantee by the Company or the Operating
     Company of payment for money borrowed, which default shall consist of a
     payment default at the stated maturity thereof, after giving effect to any
     applicable grace period, or shall have resulted in such indebtedness
     becoming or being declared due and payable prior to the date on which it
     would otherwise have become due and payable, without such indebtedness or
     accelerated indebtedness having been discharged, or such acceleration
     having been cured, waived,

                                       40
<PAGE>

         rescinded or annulled, within a period of 30 days after there shall
         have been given, by registered or certified mail, to the Company by the
         Trustee, or to the Company and the Trustee by the Holders of at least
         25% in aggregate Principal Amount at Maturity of the outstanding
         Securities, a written notice specifying such default and requiring the
         Company or the Operating Company, as the case may be, to cause such
         indebtedness or accelerated indebtedness to be discharged or cause such
         acceleration to be cured, waived, rescinded or annulled, as the case
         may be, and stating that such notice is a "Notice of Default"
         hereunder; provided, that a default shall exist under this subsection
         only if the aggregate principal amount outstanding under all such
         indebtedness that is so in default or has become due prior to the date
         on which it would otherwise become due and payable exceeds $25,000,000;

               (5) the Company or the Operating Company shall fail within 60
         days to pay, bond or otherwise discharge any uninsured judgment or
         court order in excess of $25,000,000 which is not stayed;

               (6) the Company or the Operating Company pursuant to or under or
         within the meaning of any Bankruptcy Law:

                    (A) commences a voluntary case or proceeding;

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

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

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

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

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

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

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

                    (B) appoints a Custodian of the Company or the Operating
               Company or for any substantial part of the property of the
               Company or the Operating Company; or

                    (C) orders the winding up or liquidation of the Company or
               the Operating Company;


                                       41
<PAGE>
         and the order or decree remains unstayed and in effect for 60 days.

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

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

         A Default under clause (3) or clause (4) above is not an Event of
Default until the Trustee notifies the Company, or the Holders of at least 25%
in aggregate Principal Amount at Maturity of the Securities at the time
outstanding notify the Company and the Trustee, of the Default and the Company
does not cure such Default (and such Default is not waived) within the time
specified in clause (3) or clause (4) above after actual receipt of such notice.
Any such notice must specify the Default, demand that it be remedied and state
that such notice is a "Notice of Default".

         The Company shall deliver to the Trustee, within 30 days after it
becomes aware of the occurrence thereof, written notice of any event which with
the giving of notice or the lapse of time, or both, would become an Event of
Default under clause (3) or clause (4) above, its status and what action the
Company is taking or proposes to take with respect thereto.

         SECTION 6.02. Acceleration.

         If an Event of Default (other than an Event of Default specified in
Section 6.01(5), (6) or (7) hereof in respect of the Company or the Operating
Company) occurs and is continuing, the Trustee by Notice to the Company, or the
Holders of at least 25% in aggregate Principal Amount at Maturity of the
Securities at the time outstanding by notice to the Company and the Trustee, may
declare the Issue Price plus accrued Original Issue Discount through the date of
declaration, and any accrued and unpaid contingent interest through the date of
such declaration, on all the Securities to be immediately due and payable. Upon
such a declaration, such Issue Price plus accrued Original Issue Discount, and
such accrued and unpaid contingent interest, if any, shall be due and payable
immediately. If an Event of Default specified in Section 6.01(5), (6) or (7)
hereof in respect of the Company or the Operating Company occurs and is
continuing, the Issue Price plus accrued Original Issue Discount plus any
accrued and unpaid contingent interest, on all the Securities shall become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Securityholders. The Holders of a majority in aggregate
Principal Amount at Maturity of the Securities at the time outstanding, by
notice to the Trustee (and without notice to any other Securityholder) may
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default have
been cured or waived except nonpayment of the Issue Price plus accrued Original
Issue Discount plus accrued and unpaid contingent interest that have become due
solely as a result of acceleration and if all amounts due to the Trustee under
Section 7.07 hereof have been paid. No such rescission shall affect any
subsequent Default or impair any right consequent thereto.


                                       42
<PAGE>

         SECTION 6.03. Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of the Issue Price plus accrued
Original Issue Discount plus any accrued and unpaid contingent interest on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture.

         The Trustee may maintain a proceeding even if the Trustee does not
possess any of the Securities or does not produce any of the Securities in the
proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of, or acquiescence in, the
Event of Default. Except as set forth in Section 2.07 hereof, no remedy is
exclusive of any other remedy. All available remedies are cumulative.

         SECTION 6.04. Waiver of Past Defaults.

         Subject to Section 6.02 hereof, the Holders of a majority in aggregate
Principal Amount at Maturity of the Securities at the time outstanding, by
notice to the Trustee (and without notice to any other Securityholder), may
waive an existing Default and its consequences except (1) an Event of Default
described in Section 6.01(1) or (2) hereof, (2) a Default in respect of a
provision that under Section 9.02 cannot be amended without the consent of each
Securityholder affected or (3) a Default which constitutes a failure to convert
any Security in accordance with the terms of Article 10 hereof. When a Default
is waived, it is deemed cured, but no such waiver shall extend to any subsequent
or other Default or impair any consequent right. This Section 6.04 shall be in
lieu of Section 316(a)(1)(A) of the TIA and such Section 316(a)(1)(A) is hereby
expressly excluded from this Indenture, as permitted by the TIA.

         SECTION 6.05. Control by Majority.

         The Holders of a majority in aggregate Principal Amount at Maturity of
the Securities at the time outstanding may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or that
the Trustee determines in good faith is unduly prejudicial to the rights of
other Securityholders or could, in reasonable likelihood, impose personal
liability upon the Trustee unless the Trustee is offered indemnity satisfactory
to it. This Section 6.05 shall be in lieu of Section 316(a)(1)(B) of the TIA and
such Section 316(a)(1)(B) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

         SECTION 6.06. Limitation on Suits.

         A Securityholder may not pursue any remedy with respect to this
Indenture or the Securities unless:

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


                                       43
<PAGE>
               (2) the Holders of at least 25% in aggregate Principal Amount at
     Maturity of the Securities at the time outstanding make a written request
     to the Trustee to pursue the remedy;

               (3) such Holder or Holders offer to the Trustee security or
     indemnity satisfactory to the Trustee against any loss, liability or
     expense;

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

               (5) the Holders of a majority in aggregate Principal Amount at
     Maturity of the Securities at the time outstanding do not give the Trustee
     a direction inconsistent with the request during such 60-day period.

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

         SECTION 6.07. Rights of Holders to Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of the Principal Amount at Maturity, Issue Price plus
accrued Original Issue Discount, Redemption Price, Purchase Price, Change in
Control Purchase Price, and contingent interest, if any, in respect of the
Securities held by such Holder, on or after the respective due dates expressed
in the Securities or any Redemption Date, and to convert the Securities in
accordance with Article 10 hereof, or to bring suit for the enforcement of any
such payment on or after such respective dates or the right to convert, shall
not be impaired or affected adversely without the consent of such Holder.

         SECTION 6.08. Collection Suit by Trustee.

         If an Event of Default described in Section 6.01(1) or (2) hereof
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount owing
with respect to the Securities and the amounts provided for in Section 7.07
hereof.

         SECTION 6.09. Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the Principal Amount at
Maturity, Issue Price plus accrued Original Issue Discount, Redemption Price,
Purchase Price, Change in Control Purchase Price, and contingent interest, if
any, in respect of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of any such amount)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,


                                       44
<PAGE>
         (a) to file and prove a claim for the whole amount of the Principal
         Amount at Maturity, Issue Price plus accrued Original Issue Discount,
         Redemption Price, Purchase Price, Change in Control Purchase Price as
         the case may be, or contingent interest, if any, and to file such other
         papers or documents as may be necessary or advisable in order to have
         the claims of the Trustee (including any claim for the reasonable
         compensation, expenses, disbursements and advances of the Trustee, its
         agents and counsel or any other amounts due the Trustee under Section
         7.07 hereof) and of the Holders allowed in such judicial proceeding,
         and

         (b) to collect and receive any moneys or other property payable or
         deliverable on any such claims and to distribute the same;

         and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof.

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

         SECTION 6.10. Priorities.

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

         FIRST: to the Trustee for amounts due under Section 7.07 hereof;

         SECOND: to Securityholders for amounts due and unpaid on the Securities
         for the Principal Amount at Maturity, Issue Price plus accrued Original
         Issue Discount, Redemption Price, Purchase Price, Change in Control
         Purchase Price, as the case may be, and contingent interest, if any,
         ratably, without preference or priority of any kind, according to such
         amounts due and payable on the Securities; and

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

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


                                       45

<PAGE>

         SECTION 6.11. Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit (other than the Trustee) of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
the suit (other than the Trustee), having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.07 hereof or a suit by Holders of more than 10% in aggregate Principal Amount
at Maturity of the Securities at the time outstanding. This Section 6.11 shall
be in lieu of Section 315(e) of the TIA and such Section 315(e) is hereby
expressly excluded from this Indenture, as permitted by the TIA.

         SECTION 6.12. Waiver of Stay, Extension or Usury Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law or any usury or
other law wherever enacted, now or at any time hereafter in force, which would
prohibit or forgive the Company from paying all or any portion of the Principal
Amount at Maturity, Issue Price plus accrued Original Issue Discount, Redemption
Price, Purchase Price, Change in Control Purchase Price, as the case may be, and
contingent interest, if any, in respect of Securities, or any interest on such
amounts, as contemplated herein, or which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                    ARTICLE 7

                                     TRUSTEE

         SECTION 7.01. Duties of Trustee.

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

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

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

               (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon any certificate or
         opinion furnished to the Trustee and



                                       46
<PAGE>

         conforming to the requirements of this Indenture, but in case of any
         such certificates or opinions which by any provision hereof are
         specifically required to be furnished to the Trustee, the Trustee
         shall examine the certificates and opinions to determine whether or
         not they conform to the requirements of this Indenture, but need not
         confirm or investigate the accuracy of mathematical calculations or
         other facts stated therein. This Section 7.01(b) shall be in lieu of
         Section 315(a) of the TIA and such Section 315(a) is hereby expressly
         excluded from this Indenture, as permitted by the TIA.

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

                    (1) this paragraph (c) does not limit the effect of
         paragraph (b) of this Section 7.01;

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

                    (3) the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05 hereof.

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

               (d) Every provision of this Indenture that in any way relates to
         the Trustee is subject to paragraphs (a), (b), (c) and (e) of this
         Section 7.01.

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

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

         SECTION 7.02. Rights of Trustee.

         Subject to its duties and responsibilities under the provisions of
Section 7.01 hereof, and, except as expressly excluded from this Indenture
pursuant to Section 7.01 hereof, subject also to its duties and responsibilities
under the TIA:

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


                                       47
<PAGE>

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

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

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

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

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

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

         (h) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, including,
without limitation, any Company Request, Company Order or Officers' Certificate,
but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney at the sole cost of the Company and shall incur no
liability or additional liability of any kind by reason of such inquiry or
investigation or lack thereof;

         (i) the Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee received written
notice of an event which is in fact such a Default or Event of Default, and such
notice references the Securities and this Indenture, describes the event with
specificity, and alleges that the occurrence of this event is a Default or an
Event of Default under this Indenture;


                                       48
<PAGE>

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

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

         SECTION 7.03. Individual Rights of Trustee.

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

         SECTION 7.04. Trustee's Disclaimer.

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

         SECTION 7.05. Notice of Defaults.

         If a Default occurs and if it is known to the Trustee, the Trustee
shall give to each Securityholder notice of the Default within 90 days after the
Trustee gains knowledge of the Default unless such Default shall have been cured
or waived before the giving of such notice. Except in the case of a Default
described in Section 6.01(1) or (2) hereof, the Trustee may withhold the notice
if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Securityholders.
The second sentence of this Section 7.05 shall be in lieu of the proviso to
Section 315(b) of the TIA and such proviso is hereby expressly excluded from
this Indenture, as permitted by the TIA. The Trustee shall not be deemed to have
knowledge of a Default unless a Responsible Officer of the Trustee has received
written notice of such Default in the manner described in Section 7.02(i)
hereof.

         SECTION 7.06. Reports by Trustee to Holders.

         Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, the Trustee shall transmit to each Securityholder
requesting such, in the manner and to the extent provided in Section 12.02
hereof, a brief report, dated as of such May 15, with respect to:



                                       49
<PAGE>
         (1) any change to its eligibility under Section 7.10 hereof;

         (2) the character and amount of any advances made by the Trustee, as
         Trustee, which remain unpaid on the date of such report, and for the
         reimbursement of which it claims or may claim a lien or charge, prior
         to that of the Securityholders, on the trust estate or on property or
         funds held or collected by it, if such advances so remaining unpaid
         aggregate more than one-half of one percent of the aggregate Principal
         Amount at Maturity of Securities outstanding on such date;

         (3) any change to the property and funds physically in the Trustee's
         possession as Trustee on the date of such report; and

         (4) any action taken by it in the performance of its duties under this
         Indenture which it has not previously reported and which in its opinion
         materially affects the Securities or the trust estate, except action in
         respect of a Default, notice of which has been or is to be withheld by
         it in accordance with Section 7.05 hereof.

         SECTION 7.07. Compensation and Indemnity.

         The Company agrees:

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

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

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

         To secure the Company's payment obligations in this Section 7.07
hereof, Holders shall have been deemed to have granted to the Trustee a lien
prior to the Securities on all money or property held or collected by the
Trustee, except that held in trust to pay the Principal Amount at Maturity,
Issue Price plus accrued Original Issue Discount, Redemption Price, Purchase
Price, Change in Control Purchase Price, contingent interest or interest, if
any, as the case may be, on particular Securities.



                                       50
<PAGE>

         The Company's payment obligations pursuant to this Section 7.07 hereof
shall survive the discharge of this Indenture and the resignation or removal of
the Trustee. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.01(5) or (6) hereof, the expenses including the
reasonable charges and expenses of its counsel, are intended to constitute
expenses of administration under any Bankruptcy Law.

         SECTION 7.08. Replacement of Trustee.

         The Trustee may resign by so notifying the Company; provided, however,
no such resignation shall be effective until a successor Trustee has accepted
its appointment pursuant to this Section 7.08. The Holders of a majority in
aggregate Principal Amount at Maturity of the Securities at the time outstanding
may remove the Trustee by so notifying the Trustee and the Company. The Company
shall remove the Trustee if:

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

         (2) the Trustee is adjudged bankrupt or insolvent;

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

         (4) the Trustee otherwise becomes incapable of acting.

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

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company satisfactory in form and
substance to the retiring Trustee and the Company. Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Securityholders. The retiring Trustee shall promptly transfer all property held
by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.07 hereof.

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

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

         The resignation or removal of a Trustee shall not diminish, impair or
terminate its rights to indemnification pursuant to Section 7.07 hereof as they
relate to periods prior to such resignation or removal.


                                       51
<PAGE>

         SECTION 7.09. Successor Trustee by Merger.

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

         SECTION 7.10. Eligibility; Disqualification.

         There shall at all times be a Trustee hereunder which shall be eligible
to act as Trustee and shall have a combined capital and surplus of at least
$50,000,000. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of federal, state, territorial
or District of Columbia supervising or examining authority, then, for the
purposes of this Section 7.10, the combined capital and surplus of such
corporation 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
7.10, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article 7.

                                   ARTICLE 8

                             DISCHARGE OF INDENTURE

         SECTION 8.01. Discharge of Liability on Securities.

         When (i) the Company delivers to the Trustee all outstanding Securities
(other than Securities replaced pursuant to Section 2.07 hereof) for
cancellation or (ii) all outstanding Securities have become due and payable and
the Company deposits with the Trustee, the Paying Agent (if the Paying Agent is
not the Company or any Subsidiary or any Affiliate of either of them) or the
Conversion Agent cash or, if expressly permitted by the terms of the Securities
or the Indenture, Common Stock or governmental obligations sufficient to pay all
amounts due and owing on all outstanding Securities (other than Securities
replaced pursuant to Section 2.07 hereof), and if in either case the Company
pays all other sums payable hereunder by the Company, then this Indenture shall,
subject to Section 7.07 hereof, cease to be of further effect. The Trustee shall
join in the execution of a document prepared by the Company acknowledging
satisfaction and discharge of this Indenture on demand of the Company
accompanied by an Officers' Certificate and Opinion of Counsel and at the cost
and expense of the Company.

         SECTION 8.02. Repayment to the Company.

         The Trustee and the Paying Agent shall return to the Company upon
written request any money or securities held by them for the payment of any
amount with respect to the Securities that remains unclaimed for two years,
subject to applicable unclaimed property law. After return to the Company,
Holders entitled to the money or securities must look to the Company for payment
as general creditors unless an applicable abandoned property law designates
another person and the Trustee and the Paying Agent shall have no further
liability to the Securityholders with respect to such money or securities for
that period commencing after the return thereof.


                                       52
<PAGE>

                                   ARTICLE 9

                                   AMENDMENTS

         SECTION 9.01. Without Consent of Holders.

         The Company and the Trustee may amend this Indenture or the Securities
without the consent of any Securityholder:

               (1) to comply with Article 5 or Section 10.14 hereof;

               (2) to secure the Company's obligations under the Securities and
     this Indenture;

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

               (4) to make any change to comply with the TIA, or any amendment
     thereto, or to comply with any requirement of the SEC in connection with
     the qualification of the Indenture under the TIA, or as necessary in
     connection with the registration of the Securities under the Securities Act
     if at any time the Company seeks to register the Securities thereunder;

               (5) to make any changes necessary or appropriate for the issuance
     of Certificated Securities pursuant to Section 2.12(e) hereof; or

               (6) to cure any ambiguity, omission, defect or inconsistency, to
     correct or supplement any provision of this Indenture or the Securities or
     to make any other provisions with respect to matters or questions arising
     under this Indenture or the Securities, so long as the interests of the
     Holders are not adversely affected in any material respect.

         Any amendment described in clause (6) above made solely to conform this
Indenture or the Securities to the final offering memorandum provided to
investors in connection with the initial offering of the Securities by the
Company will not be deemed to adversely affect the interests of the Holders in
any respect.

         SECTION 9.02. With Consent of Holders.

         With the written consent of the Holders of at least a majority in
aggregate Principal Amount at Maturity of the Securities at the time
outstanding, the Company and the Trustee may amend this Indenture or the
Securities. However, without the consent of each Securityholder affected, an
amendment to this Indenture or the Securities may not:

         (1) change the provisions of this Indenture that relate to modifying or
         amending this Indenture;


                                       53
<PAGE>

         (2) make any change in the manner of calculation or rate of accrual of,
         or that adversely affects the right to receive, Original Issue
         Discount; make any change in the manner of calculation or rate of
         accrual of, or that adversely affects the right to receive, contingent
         interest; reduce the rate of interest referred to in paragraph 1 of the
         Securities; or extend the time for payment of Original Issue Discount
         or contingent interest, if any, on any Security;

         (3) reduce the Principal Amount at Maturity or the Original Issue
         Discount or change the Stated Maturity of any Security;

         (4) reduce the Redemption Price, Purchase Price or Change in Control
         Purchase Price of any Security;

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

         (6) make any change in Section 6.04 hereof, Section 6.07 hereof or this
         Section 9.02, except to increase any percentage set forth therein;

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

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

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

         It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof. After an
amendment under this Section 9.02 becomes effective, the Company shall mail to
each Holder a notice briefly describing the amendment. Failure to mail such
notice or a defect in the notice shall not affect the validity of the amendment.

         SECTION 9.03. Compliance with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
comply with the TIA.

         SECTION 9.04. Revocation and Effect of Consents, Waivers and Actions.

         Until an amendment, waiver or other action by Holders becomes
effective, a consent thereto by a Holder of a Security hereunder is a continuing
consent by the Holder and every subsequent Holder of that Security or portion of
the Security that evidences the same obligation as the consenting Holder's
Security, even if notation of the consent, waiver or action is not made on the
Security. However, any such Holder or subsequent Holder may revoke the consent,
waiver or action




                                       54
<PAGE>

as to such Holder's Security or portion of the Security if the
Trustee receives the notice of revocation before the date the amendment, waiver
or action becomes effective. After an amendment, waiver or action becomes
effective, it shall bind every Securityholder.

         SECTION 9.05. Notation on or Exchange of Securities.

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

         SECTION 9.06. Trustee to Sign Supplemental Indentures.

         The Trustee shall sign any supplemental indenture authorized pursuant
to this Article 9 if the amendment contained therein does not adversely affect
the rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign such supplemental indenture. In signing such
supplemental indenture the Trustee shall receive, and (subject to the provisions
of Section 7.01 hereof) shall be fully protected in relying upon, in addition to
the documents required by Section 12.04 hereof, an Officers' Certificate and an
Opinion of Counsel stating that such amendment is authorized or permitted by
this Indenture.

         SECTION 9.07. Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article 9,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

                                   ARTICLE 10

                                   CONVERSION

         SECTION 10.01. Conversion Privilege.

         A Holder of a Security may convert such Security into Common Stock at
any time during the period stated in paragraph 9 of the Securities subject to
the provisions of this Article 10. The number of shares of Common Stock issuable
upon conversion of a Security per $1,000 of Principal Amount at Maturity thereof
(the "Conversion Rate") shall be that set forth in paragraph 9 of the
Securities, subject to adjustment as herein set forth.

         A Holder may convert a portion of the Principal Amount at Maturity of a
Security if the portion is $1,000 or an integral multiple of $1,000. Provisions
of this Indenture that apply to conversion of all of a Security also apply to
conversion of a portion of a Security.


                                       55
<PAGE>


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

         (i) 30 consecutive Trading Days ending on the last full Trading Day
         prior to the Time of Determination (as defined below) with respect to
         the rights, warrants or options or distribution in respect of which the
         Average Sale Price is being calculated, or

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

         (iii) the period, if any, (x) commencing on the date next succeeding
         the Ex-Dividend Time with respect to the next preceding (a) issuance of
         rights, warrants or options or (b) distribution, in each case, for
         which an adjustment is required by the provisions of Section 10.06(4),
         10.07 or 10.08 hereof and (y) proceeding through the last full Trading
         Day prior to the Time of Determination with respect to the rights,
         warrants or options or distribution in respect of which the Average
         Sale Price is being calculated (excluding days within such period, if
         any, which are not Trading Days).

         In the event that the Ex-Dividend Time (or in the case of a
subdivision, combination or reclassification, the effective date with respect
thereto) with respect to a dividend, subdivision, combination or
reclassification to which Section 10.06(1), (2), (3) or (4) applies occurs
during the period applicable for calculating "Average Sale Price" pursuant to
the definition in the preceding sentence, "Average Sale Price" shall be
calculated for such period in a manner determined by the Board of Directors to
reflect the impact of such dividend, subdivision, combination or
reclassification on the Sale Price of the Common Stock during such period.

         "Time of Determination" means the time and date of the earlier of (i)
the determination of stockholders entitled to receive rights, warrants or
options or a distribution, in each case, to which Section 10.07 or 10.08 hereof
applies and (ii) the time ("Ex-Dividend Time") immediately prior to the
commencement of "ex-dividend" trading for such rights, warrants or options or
distribution on the New York Stock Exchange or such other national or regional
exchange or market on which the Common Stock is then listed or quoted.

         SECTION 10.02. Conversion Procedure.

         To convert a Security a Holder must satisfy the requirements in
paragraph 9 of the Securities. The date on which the Holder satisfies all those
requirements is the conversion date (the "Conversion Date"). The Conversion
Agent shall notify the Company of the Conversion Date within one Business Day of
the Conversion Date. Within two Business Days following the Conversion Date, the
Company shall deliver to the Holder, through the Conversion Agent,


                                       56
<PAGE>

written notice of whether such Securities shall be converted into Common Stock
or paid in cash or a combination of cash and Common Stock, unless the Company
shall have delivered to the Holder a notice of redemption pursuant to Section
3.03 hereof and the Conversion Date occurs before the Redemption Date set forth
in such notice. If the Company shall have notified the Holder that all of such
Securities shall be converted into Common Stock, the Company shall deliver to
such Holder, through the Conversion Agent, as soon as practicable but in any
event no later than the fifth Business Day following the Conversion Date, a
certificate for the number of full shares of Common Stock issuable upon the
conversion and cash in lieu of any fractional share determined pursuant to
Section 10.03 hereof. Except as otherwise provided in this Article 10, if the
Company shall have notified the Holder that all or a portion of such Securities
shall be paid in cash, the Company shall deliver to the Holder surrendering such
Securities the amount of cash payable with respect to such Securities no later
than the tenth Business Day following such Conversion Date, together with a
certificate for the number of full shares of Common Stock deliverable upon the
conversion and cash in lieu of any fractional shares determined pursuant to
Section 10.03 hereof. Except as otherwise provided in this Article 10, the
Company may not change its election with respect to the consideration to be
delivered upon conversion of Securities once the Company has notified the Holder
in accordance with this paragraph.

         The person in whose name the certificate representing such shares is
registered shall be treated as a stockholder of record on and after the
Conversion Date; provided, however, that no surrender of a Security on any date
when the stock transfer books of the Company shall be closed shall be effective
to constitute the person or persons entitled to receive the shares of Common
Stock upon such conversion as the record holder or holders of such shares of
Common Stock on such date, but such surrender shall be effective to constitute
the person or persons entitled to receive such shares of Common Stock as the
record holder or holders thereof for all purposes at the close of business on
the next succeeding day on which such stock transfer books are open; such
conversion shall be at the Conversion Rate in effect on the date that such
Security shall have been surrendered for conversion, as if the stock transfer
books of the Company had not been closed. Upon conversion of a Security, such
person shall no longer be a Holder of such Security.

         No payment or adjustment will be made for dividends on, or other
distributions with respect to, any Common Stock except as provided in this
Article 10. On conversion of a Security, accrued Original Issue Discount
attributable to the period from the Issue Date of the Security through but not
including the Conversion Date, accrued Tax OID and (except as provided below)
accrued contingent interest, if any, with respect to the converted Security
shall not be paid in cash to Holders of such Security, nor shall it 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
Security 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), or cash or a combination of cash and Common Stock in
lieu thereof, shall be treated as delivered, to the extent thereof, first in
exchange for Original Issue Discount and Tax OID accrued through the Conversion
Date and accrued contingent interest, if any, and the balance, if any, of such
cash and/or the fair market value of such Common Stock (and any such cash
payment in lieu of




                                       57
<PAGE>

fractional shares), or cash in lieu thereof, shall be treated as delivered in
exchange for the Issue Price of the Security being converted pursuant to the
provisions hereof.

         If the Holder converts more than one Security at the same time, the
number of shares of Common Stock issuable upon the exchange shall be based on
the total Principal Amount at Maturity of the Securities converted.

         If the last day on which a Security may be converted is a Legal Holiday
(as defined in Section 12.09 hereof), the Security may be surrendered on the
next succeeding day that is not a Legal Holiday.

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

         The Holders' rights to convert the Securities into shares of Common
Stock are subject to the Company's right to elect instead to pay each such
Holder the amount of cash set forth in the next succeeding sentence (or an
equivalent amount in a combination of cash and shares of Common Stock), in lieu
of delivering such shares of Common Stock; provided, however, that if an Event
of Default (other than a default in a cash payment upon conversion of the
Securities) shall have occurred and be continuing, the Company shall deliver
shares of Common Stock in accordance with this Article 10 (and cash only in lieu
of fractional shares of Common Stock), whether or not the Company has delivered
a notice pursuant to Section 10.02 hereof to the effect that the Securities
would be paid in cash or a combination of cash and Common Stock. The amount of
cash to be paid pursuant to Section 10.02 hereof for each $1,000 of Principal
Amount at Maturity of Securities (or portion thereof) upon conversion shall be
equal to the average Sale Price of the Common Stock for the five consecutive
trading days immediately following (i) the date of the Company's notice of its
election to deliver cash upon conversion, if the Company has not given a notice
of redemption pursuant to Section 3.03 hereof, or (ii) the Conversion Date, in
the case of a conversion following such a notice of redemption specifying an
intent to deliver cash upon conversion, in either case multiplied by the
Conversion Rate (or appropriate fraction of such Conversion Rate) in effect on
such Conversion Date.

         SECTION 10.03. Fractional Shares.

         The Company will not issue a fractional share of Common Stock upon
conversion of a Security. Instead, the Company will deliver cash for the current
market value of the fractional share. The current market value of a fractional
share shall be determined, to the nearest 1/1,000th of a share, by multiplying
the Sale Price of the Common Stock, on the last Trading Day prior to the
Conversion Date, of a full share by the fractional amount and rounding the
product to the nearest whole cent.

         SECTION 10.04. Taxes on Conversion.

         If a Holder converts a Security, the Company shall pay any documentary,
stamp or similar issue or transfer tax due on the issue of shares of Common
Stock upon the conversion. However, the Holder shall pay any such tax which is
due because the Holder requests the shares




                                       58
<PAGE>

to be issued in a name other than the Holder's name. The Conversion Agent may
refuse to deliver the certificates representing the Common Stock being issued in
a name other than the Holder's name until the Conversion Agent receives a sum
sufficient to pay any tax which will be due because the shares are to be
delivered in a name other than the Holder's name. Nothing herein shall preclude
any tax withholding required by law or regulations.

         SECTION 10.05. Company to Provide Stock.

         The Company shall, prior to issuance of any Securities under this
Article 10, and from time to time as may be necessary, reserve out of its
authorized but unissued Common Stock a sufficient number of shares of Common
Stock to permit the conversion of the Securities.

         All shares of Common Stock delivered upon conversion of the Securities
shall be newly issued shares or treasury shares, shall be duly and validly
issued and fully paid and nonassessable and shall be free from preemptive rights
and free of any lien or adverse claim.

         The Company will comply with all federal and state securities laws
regulating the offer and delivery of shares of Common Stock upon conversion of
Securities, if any, and will list or cause to have quoted such shares of Common
Stock on each national securities exchange or in the over-the-counter market or
such other market on which the Common Stock is then listed or quoted.

         SECTION 10.06. Adjustment for Change In Capital Stock.

         If, after the Issue Date of the Securities, the Company:

         (1) pays a dividend or makes a distribution on its Common Stock in
     shares of its Common Stock;

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

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

         (4) pays a dividend or makes a distribution on its Common Stock in
     shares of its Capital Stock (other than Common Stock or rights, warrants or
     options for its Capital Stock); or

         (5) issues by reclassification of its Common Stock any shares of its
     Capital Stock (other than rights, warrants or options for its Capital
     Stock),

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



                                       59
<PAGE>


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

         If after an adjustment a Holder of a Security upon conversion of such
Security may receive shares of two or more classes of Capital Stock of the
Company, the Conversion Rate shall thereafter be subject to adjustment upon the
occurrence of an action taken with respect to any such class of Capital Stock as
is contemplated by this Article 10 with respect to the Common Stock, on terms
comparable to those applicable to Common Stock in this Article 10.

         SECTION 10.07. Adjustment for Rights Issue.

         If after the Issue Date of the Securities, the Company distributes any
rights, warrants or options to all holders of its Common Stock entitling them,
for a period expiring within 60 days after the record date for such
distribution, to purchase shares of Common Stock at a price per share less than
the Sale Price of the Common Stock as of the Time of Determination, the
Conversion Rate shall be adjusted in accordance with the formula:

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

         where:

         R' =     the adjusted Conversion Rate.

         R  =     the current Conversion Rate.

         O  =     the number of shares of Common Stock outstanding on the record
                  date for the distribution to which this Section 10.07 is being
                  applied.

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

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

         M  =     the Average Sale Price, minus, in the case of (i) a
                  distribution to which Section 10.06(4) applies or (ii) a
                  distribution to which Section 10.08 applies, for which, in
                  each case, (x) the record date shall occur on or before the
                  record date for the distribution to which this Section 10.07
                  applies and (y) the Ex-Dividend Time shall occur on or after
                  the date of the Time of Determination for the distribution to
                  which this Section 10.07 applies, the fair market value (on
                  the record date for the distribution to which this Section
                  10.07 applies) of the

                  (1) Capital Stock of the Company distributed in respect of
                  each share of Common Stock in such Section 10.06(4)
                  distribution and



                                       60
<PAGE>


                  (2) assets of the Company (including cash) or debt securities
                  or any rights, warrants or options to purchase securities of
                  the Company distributed in respect of each share of Common
                  Stock in such Section 10.08 distribution.

         The Board of Directors shall determine fair market values for the
     purposes of this Section 10.07.

         The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the rights, warrants
or options to which this Section 10.07 applies. If all of the shares of Common
Stock subject to such rights, warrants or options have not been issued when such
rights, warrants or options expire, then the Conversion Rate shall promptly be
readjusted to the Conversion Rate which would then be in effect had the
adjustment upon the issuance of such rights, warrants or options been made on
the basis of the actual number of shares of Common Stock issued upon the
exercise of such rights, warrants or options.

         No adjustment shall be made under this Section 10.07 if the application
of the formula stated above in this Section 10.07 would result in a value of R'
that is equal to or less than the value of R.

         SECTION 10.08. Adjustment for Other Distributions.

         (a) If, after the Issue Date of the Securities, the Company distributes
to all holders of its Common Stock

         (i)   any of its assets or debt securities or any rights, warrants or
               options to purchase securities of the Company (including
               securities or cash, but excluding (x) distributions of Capital
               Stock referred to in Section 10.06 and distributions of rights,
               warrants or options referred to in Section 10.07, (y)
               distributions of Capital Stock or equity interests referred to in
               Section 10.08(b) below, and (z) cash dividends or other cash
               distributions referred to in subclauses (a)(ii) and (a)(iii)
               below); or

         (ii)  dividends or distributions consisting exclusively of cash, for
               which the Ex-Dividend Time with respect to such dividend or
               distribution occurs on or before July 7, 2011; or

         (iii) dividends or distributions consisting exclusively of cash that
               constitute Extraordinary Cash Dividends, for which the
               Ex-Dividend Time with respect to such dividend or distribution
               occurs after July 7, 2011,

         then, in each case, the Conversion Rate shall be adjusted, subject to
         the provisions of Section 10.08(c), in accordance with the formula:

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


                                       61
<PAGE>

         where:

         R' =     the adjusted Conversion Rate.

         R  =     the current Conversion Rate.

         M  =     the Average Sale Price, minus, in the case of a distribution
                  to which Section 10.06(4) applies, for which (i) the record
                  date shall occur on or before the record date for the
                  distribution to which this Section 10.08(a) applies and (ii)
                  the Ex-Dividend Time shall occur on or after the date of the
                  Time of Determination for the distribution to which this
                  Section 10.08(a) applies, the fair market value (on the record
                  date for the distribution to which this Section 10.08(a)
                  applies) of any Capital Stock of the Company distributed in
                  respect of each share of Common Stock in such Section 10.06(4)
                  distribution.

         F  =     the fair market value (on the record date for the distribution
                  to which this Section 10.08(a) applies) of the assets,
                  securities, rights, warrants or options to be distributed in
                  respect of each share of Common Stock in the distribution to
                  which this Section 10.08(a) is being applied (including, in
                  the case of cash dividends or other cash distributions giving
                  rise to an adjustment, all such cash distributed
                  concurrently).

         The Board of Directors shall determine fair market values for the
         purposes of this Section 10.08(a).

         The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the distribution to
which this Section 10.08(a) applies.

         For purposes of this Section 10.08(a), the term "Extraordinary Cash
Dividend" shall mean any cash dividend or distribution with respect to the
Common Stock the amount of which, together with the aggregate amount of cash
dividends or distributions on the Common Stock to be aggregated with such cash
dividend or distribution in accordance with the provisions of this paragraph,
equals or exceeds the threshold percentage set forth in item (i) below. For
purposes of item (i) below, the "Ex-Dividend Measurement Period" with respect to
a cash dividend or distribution on the Common Stock shall mean the 365
consecutive day period ending on the date prior to the Ex-Dividend Time with
respect to such cash dividend or distribution, and the "Relevant Cash Dividends"
with respect to a cash dividend or distribution on the Common Stock shall mean
the cash dividends or distributions on the Common Stock with Ex-Dividend Times
occurring in the Ex-Dividend Measurement Period.

                  (i) If, upon the date prior to the Ex-Dividend Time with
                  respect to a cash dividend or distribution on the Common
                  Stock, the aggregate amount of such cash dividend or
                  distribution together with the amounts of all Relevant Cash
                  Dividends equals or exceeds on a per share basis the sum of
                  (a) 5% of the Sale Price of the



                                       62
<PAGE>

                  Common Stock on the last Trading Day preceding the date of
                  declaration by the Board of Directors of the cash dividend or
                  distribution with respect to which this provision is being
                  applied, and (b) the quotient of the amount of any contingent
                  interest paid on a Security during the Ex-Dividend Measurement
                  Period and divided by the Conversion Rate in effect on the
                  payment date of such relevant contingent interest payment
                  date, then such cash dividend or distribution together with
                  all Relevant Cash Dividends, shall be deemed to be an
                  Extraordinary Cash Dividend and for purposes of applying the
                  formula set forth above in this Section 10.08(a), the value of
                  "F" shall be equal to (y) the aggregate amount of such cash
                  dividend or distribution together with the amount of all
                  Relevant Cash Dividends, minus (z) the aggregate amount of all
                  Relevant Cash Dividends for which a prior adjustment in the
                  Conversion Rate was previously made under this Section
                  10.08(a).

         In making the determinations required by item (i) above, the amount of
cash dividends or distributions paid on a per share basis and the amount of any
Relevant Cash Dividends specified in item (i) above, shall be appropriately
adjusted to reflect the occurrence during such period of any event described in
Section 10.06.

         (b) If, after the Issue Date of the Securities, the Company pays a
dividend or makes a distribution to all holders of its Common Stock consisting
of Capital Stock of any class or series, or similar equity interests, of or
relating to a Subsidiary or other business unit of the Company, then the
Conversion Rate shall be adjusted in accordance with the formula:

                               R' = R x (1 + F/M)

         where:

         R' =     the adjusted Conversion Rate.

         R  =     the current Conversion Rate.

         M  =     the average of the Post-Distribution Prices of the Common
                  Stock for the 10 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
                  principal United States exchange or market which such
                  securities are then listed or quoted (the "Ex-Dividend Date").

         F  =     the fair market value of the securities distributed in respect
                  of each share of Common Stock in the distribution to which
                  this Section 10.08(b) applies, which shall be determined by
                  multiplying the number of securities distributed in respect of
                  each share of Common Stock by the average of the
                  Post-Distribution Prices of those securities distributed for
                  the 10 Trading Days commencing on and including the fifth
                  Trading Day after the Ex-Dividend Date.

         "Post-Distribution Price" of Capital Stock or any similar equity
interest on any date means the closing per unit sale price (or, if no closing
sale price is reported, the average of the bid and ask prices or, if more than
one in either case, the average of the average bid and the average ask prices)
on such date for trading of such units on a "when issued" basis without due




                                       63
<PAGE>

bills (or similar concept) as reported in the composite transactions for the
principal United States securities exchange on which such Capital Stock or
equity interest is traded or, if the Capital Stock or equity interest, as the
case may be, is not listed on a United States national or regional securities
exchange, as reported by the National Association of Securities Dealers
Automated Quotation System or by the National Quotation Bureau Incorporated;
provided that if on any date such units have not traded on a "when issued"
basis, the Post-Distribution Price shall be the closing per unit sale price (or,
if no closing sale price is reported, the average of the bid and ask prices or,
if more than one in either case, the average of the average bid and the average
ask prices) on such date for trading of such units on a "regular way" basis
without due bills (or similar concept) as reported in the composite transactions
for the principal United States securities exchange on which such Capital Stock
or equity interest is traded or, if the Capital Stock or equity interest, as the
case may be, is not listed on a United States national or regional securities
exchange, as reported by the National Association of Securities Dealers
Automated Quotation System or by the National Quotation Bureau Incorporated. In
the absence of such quotation, the Company shall be entitled to determine the
Post-Distribution Price on the basis of such quotations which reflect the
post-distribution value of the Capital Stock or equity interests as it considers
appropriate.

         The adjustment shall become effective immediately after the earlier of
(i) the date on which the distribution to which this Section 10.08(b) applies is
to be made or (ii) the fourteenth Trading Day after the Ex-Dividend Date.

         (c) In the event that, with respect to any distribution to which
Section 10.08(a) would otherwise apply, the difference "M-F" is less than $1.00
or "F" is equal to or greater than "M", then the adjustment provided by Section
10.08(a) shall not be made and in lieu thereof the provisions of Section 10.14
shall apply to such distribution.

         SECTION 10.09. When Adjustment May Be Deferred.

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

         All calculations under this Article 10 shall be made to the nearest
cent or to the nearest 1/1,000th of a share, as the case may be (with one-half
cent and 5/10,000ths of a share being rounded upward).

         SECTION 10.10. When No Adjustment Required.

         No adjustment need be made for a transaction referred to in Section
10.06, 10.07, 10.08 or 10.14 hereof if Securityholders are to participate in the
transaction on a basis and with notice that the Board of Directors determines to
be fair and appropriate in light of the basis and notice on which holders of
Common Stock participate in the transaction. Such participation by
Securityholders may include participation upon conversion provided that an
adjustment shall be made at such time as the Securityholders are no longer
entitled to participate.

         No adjustment need be made for rights to purchase Common Stock pursuant
to a Company plan for reinvestment of dividends or interest.





                                       64
<PAGE>

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

         To the extent the Securities become convertible pursuant to this
Article 10 into cash, no adjustment need be made thereafter as to the cash.
Interest will not accrue on the cash.

         SECTION 10.11. Notice of Adjustment.

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

         SECTION 10.12. Voluntary Increase.

         The Company from time to time may increase the Conversion Rate by any
amount for any period of time. Whenever the Conversion Rate is increased, the
Company shall mail to Securityholders and file with the Trustee and the
Conversion Agent a notice of the increase. The Company shall mail the notice at
least 15 days before the date the increased Conversion Rate takes effect. The
notice shall state the increased Conversion Rate and the period it will be in
effect.

         A voluntary increase of the Conversion Rate does not change or adjust
the Conversion Rate otherwise in effect for purposes of Section 10.06, 10.07 or
10.08 hereof.

         SECTION 10.13. Notice of Certain Transactions.

         If:

         (1) the Company takes any action that would require an adjustment in
the Conversion Rate pursuant to Section 10.06, 10.07 or 10.08 hereof (unless no
adjustment is to occur pursuant to Section 10.10 hereof); or

         (2) the Company takes any action that would require a supplemental
indenture pursuant to Section 10.14 hereof; or

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

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



                                       65
<PAGE>
         In the event the Company makes a distribution described in Section
10.07 or 10.08 hereof, which, in the case of Section 10.08 hereof, has a fair
market value per share (as determined by the Board of Directors) equal to more
than 15% of the Sale Price of the Common Stock on the Business Day immediately
preceding the date of declaration for such dividend or distribution, the Company
will be required to give notice to the Holders of Securities not less than 20
days prior to the Ex-Dividend Time for such distribution. In the case of a
notice given in respect of a distribution described in Section 10.08(b), such
notice shall (i) state the date on which the related adjustment to the
Conversion Rate will become effective and (ii) include a statement that, to the
extent the Securities are convertible otherwise than on account of the
distribution to which Section 10.08(b) applies, a Holder who converts its
Securities at any time after the close of business on the record date for
determination of shareholders entitled to such distribution and before the
effective date of the related adjustment to the Conversion Rate will neither be
entitled to such distribution nor be entitled to the benefit of such adjustment
to the Conversion Rate.

         SECTION 10.14. Reorganization of Company; Special Distributions.

         If the Company is a party to a transaction subject to Section 5.01
hereof (other than a sale of all or substantially all of the assets of the
Company in a transaction in which the holders of Common Stock immediately prior
to such transaction do not receive securities, cash or other assets of the
Company or any other person) or a merger or binding share exchange which
reclassifies or changes the outstanding Common Stock of the Company, the person
obligated to deliver securities, cash or other assets upon conversion of
Securities shall enter into a supplemental indenture. If the issuer of
securities deliverable upon conversion of Securities is an Affiliate of the
successor Company, that issuer shall join in the supplemental indenture.

         The supplemental indenture shall provide that the Holder of a Security
may convert it into the kind and amount of securities, cash or other assets
which such Holder would have received immediately after the consolidation,
merger, binding share exchange or transfer if such Holder had converted the
Security immediately before the effective date of the transaction, assuming (to
the extent applicable) that such Holder (i) was not a constituent person or an
Affiliate of a constituent person to such transaction; (ii) made no election
with respect thereto; and (iii) was treated alike with the plurality of
non-electing Holders. The supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practical to the adjustments
provided for in this Article 10. The successor Company shall mail to
Securityholders a notice briefly describing the supplemental indenture.

         If this Section applies, neither Section 10.06 nor 10.07 hereof
applies.

         If the Company makes a distribution to all holders of its Common Stock
of any of its assets, or debt securities or any rights, warrants or options to
purchase securities of the Company that, but for the provisions of Section
10.08(c) hereof, would otherwise result in an adjustment in the Conversion Rate
pursuant to the provisions of Section 10.08 hereof, then, from and after the
record date for determining the holders of Common Stock entitled to receive the
distribution, a Holder of a Security that converts such Security in accordance
with the provisions of this Indenture shall upon such conversion be entitled to
receive, in addition to the shares of Common Stock into which the Security is
convertible, the kind and amount of securities, cash or




                                       66
<PAGE>

other assets comprising the distribution that such Holder would have received if
such Holder had converted the Security immediately prior to the record date for
determining the holders of Common Stock entitled to receive the distribution.

         SECTION 10.15. Company Determination Final.

         Any determination that the Company or the Board of Directors must make
pursuant to Section 10.03, 10.06, 10.07, 10.08, 10.09, 10.10, 10.14 or 10.17
hereof is conclusive.

         SECTION 10.16. Trustee's Adjustment Disclaimer.

         The Trustee has no duty to determine when an adjustment under this
Article 10 should be made, how it should be made or what it should be. The
Trustee has no duty to determine whether a supplemental indenture under Section
10.14 need be entered into or whether any provisions of any supplemental
indenture are correct. The Trustee shall not be accountable for and makes no
representation as to the validity or value of any securities or assets issued
upon conversion of Securities. The Trustee shall not be responsible for the
Company's failure to comply with this Article 10. Each Conversion Agent shall
have the same protection under this Section 10.16 as the Trustee.

         SECTION 10.17. Simultaneous Adjustments.

         In the event that this Article 10 requires adjustments to the
Conversion Rate under more than one of Sections 10.06(4), 10.07 or 10.08 hereof,
and the record dates for the distributions giving rise to such adjustments shall
occur on the same date, then such adjustments shall be made by applying, first,
the provisions of Section 10.06 hereof, second, the provisions of Section 10.08
hereof and, third, the provisions of Section 10.07 hereof.

         SECTION 10.18. Successive Adjustments.

         After an adjustment to the Conversion Rate under this Article 10, any
subsequent event requiring an adjustment under this Article 10 shall cause an
adjustment to the Conversion Rate as so adjusted.

         SECTION 10.19. Rights Issued in Respect of Common Stock Issued Upon
Conversion.

         Each share of Common Stock issued upon conversion of Securities
pursuant to this Article 10 shall be entitled to receive the appropriate number
of rights ("Rights"), if any, and the certificates representing the Common Stock
issued upon such conversion shall bear such legends, if any, in each case as may
be provided by the terms of any shareholders rights agreement adopted by the
Company, as the same may be amended form time to time (in each case, a "Rights
Agreement"). Provided that such Rights Agreement requires that each share of
Common Stock issued upon conversion of Securities at any time prior to the
distribution of separate certificates representing the Rights be entitled to
receive such Rights, then, notwithstanding anything else to the contrary in this
Article 10, there shall not be any adjustment to the conversion privilege or
Conversion Rate as a result of the issuance of Rights, the distribution of
separate certificates representing the Rights, the exercise or redemption of
such




                                       67
<PAGE>

Rights in accordance with any Rights Agreement, or the termination or
invalidation of such Rights.

                                   ARTICLE 11

                               PAYMENT OF INTEREST

         SECTION 11.01. Interest Payments.

         Contingent interest on any Security that is payable, and is punctually
paid or duly provided for, on any applicable payment date shall be paid to the
person in whose name that Security is registered at the close of business on the
accrual date for such interest, as described in Paragraph 5 of the Securities,
at the office or agency of the Company maintained for such purpose. Each
installment of contingent interest payable in cash on any Security shall be paid
in same-day funds by transfer to an account maintained by the payee located
inside the United States, if the Trustee shall have received proper wire
transfer instructions from such payee not later than the related accrual date
or, if no such instructions have been received by check drawn on a bank in The
City of New York mailed to the payee at its address set forth on the Registrar's
books. In the case of a permanent Global Security, contingent interest payable
on any applicable payment date will be paid to the Depositary, with respect to
that portion of such permanent Global Security held for its account by Cede &
Co. for the purpose of permitting such party to credit the interest received by
it in respect of such permanent Global Security to the accounts of the
beneficial owners thereof.

         SECTION 11.02. Defaulted Interest.

         Except as otherwise specified with respect to the Securities, any
contingent interest on any Security that is payable, but is not punctually paid
or duly provided for, within 30 days following any applicable payment date
(herein called "Defaulted Interest", which term shall include any accrued and
unpaid interest that has accrued on such defaulted amount in accordance with
paragraph 1 of the Securities), shall forthwith cease to be payable to the
registered Holder thereof on the relevant accrual date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (1) or (2) below:

         (1) The Company may elect to make payment of any Defaulted Interest to
         the persons in whose names the Securities 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 Security and the date of the proposed
         payment (which shall not be less than 20 days after such notice is
         received by the Trustee), and at the same time the Company shall
         deposit with the Trustee an amount of money equal to the aggregate
         amount proposed to be paid in respect of such Defaulted Interest or
         shall make arrangements satisfactory to the Trustee for such deposit 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





                                       68
<PAGE>

         the Trustee shall fix a special record date for the payment of such
         Defaulted Interest which shall be not more than 15 days and not less
         than 10 days prior to the date of the proposed payment and not less
         than 10 days after the receipt by the Trustee of the notice of the
         proposed payment (the "Special Record Date"). 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 of
         Securities at his address as it appears on the list of Securityholders
         maintained pursuant to Section 2.05 not less than 10 days prior to such
         Special Record Date. Notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor having been mailed as
         aforesaid, such Defaulted Interest shall be paid to the persons in
         whose names the Securities are registered at the close of business on
         such Special Record Date and shall no longer be payable pursuant to the
         following clause (2).

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

         SECTION 11.03. Interest Rights Preserved.

         Subject to the foregoing provisions of this Article 11 and Section 2.06
hereof, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the
rights to any contingent interest accrued and unpaid, and to accrue, which were
carried by such other Security.

                                   ARTICLE 12

                                  MISCELLANEOUS

         SECTION 12.01. Trust Indenture Act Controls.

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

         SECTION 12.02. Notices; Address of Agency.

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



                                       69
<PAGE>

                  if to the Company:

                         Anixter International Inc.
                         2301 Patriot Boulevard
                         Glenview, Illinois 60025
                         Attention: General Counsel
                         Telephone No.: (224) 521-8000
                         Facsimile No.: (224) 521-8604

                  if to the Trustee:

                         The Bank of New York
                         c/o BNY Midwest Trust Company
                         2 North LaSalle Street, Suite 1020
                         Chicago, Illinois  60602
                         Telephone No.: (312) 827-8546 Facsimile No.:
                         (312) 827-8542
                         Attention: Corporate Trust Department

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

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

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

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

         SECTION 12.03. Communication by Holders with Other Holders.

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

         SECTION 12.04. Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

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


                                       70
<PAGE>

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

         SECTION 12.05. Statements Required in Certificate or Opinion.

         Unless the Trustee agrees, in its sole discretion, to accept a
different form or format, each Officers' Certificate or Opinion of Counsel with
respect to compliance with a covenant or condition provided for in this
Indenture shall include:

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

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

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

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

         SECTION 12.06. Separability Clause.

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

         SECTION 12.07. Rules by Trustee, Paying Agent, Conversion Agent and
Registrar.

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

         SECTION 12.08. Calculations.

         The calculation of the Purchase Price, Change in Control Purchase
Price, Conversion Rate, Market Price, Sale Price of the Common Stock and each
other calculation to be made hereunder shall be the obligation of the Company.
All calculations made by the Company as contemplated pursuant to this Section
12.08 shall be final and binding on the Company and the Holders absent manifest
error. The Trustee, Paying Agent, Conversion Agent and Bid Solicitation Agent
shall not be obligated to recalculate, recompute or confirm any such
calculations.



                                       71
<PAGE>

         SECTION 12.09. Legal Holidays.

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

         SECTION 12.10. Governing Law.

         THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE AND THE
SECURITIES.

         SECTION 12.11. No Recourse Against Others.

         A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Securities.

         SECTION 12.12. Successors.

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

         SECTION 12.13. Multiple Originals.

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



                                       72
<PAGE>


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


                                       ANIXTER INTERNATIONAL INC.



                                       By: /s/ Dennis J. Letham
                                          --------------------------------------
                                       Name: Dennis J. Letham
                                       Title: Chief Financial Officer and Senior
                                       Vice President - Finance



                                       THE BANK OF NEW YORK, as Trustee



                                       By: /s/ Mary LaGumina
                                          --------------------------------------
                                       Name: Mary LaGumina
                                       Title: Vice President



<PAGE>

                                   EXHIBIT A-1

                   [FORM OF FACE OF RULE 144A GLOBAL SECURITY]

                  FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH AN
INDETERMINATE AMOUNT OF ORIGINAL ISSUE DISCOUNT AND THE ISSUE DATE OF THIS
SECURITY IS JULY 7, 2003. IN ADDITION, THIS SECURITY IS SUBJECT TO UNITED STATES
FEDERAL INCOME TAX REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS.
FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE
ISSUE PRICE OF EACH SECURITY IS $380.16 PER $1,000 OF PRINCIPAL AMOUNT AND THE
COMPARABLE YIELD IS 7.3%, COMPOUNDED SEMI-ANNUALLY (WHICH WILL BE TREATED AS THE
YIELD FOR UNITED STATES FEDERAL INCOME TAX PURPOSES). THE YIELD FOR ACCRUING
ORIGINAL ISSUE DISCOUNT FOR NON-TAX PURPOSES IS 3.25% PER YEAR (COMPUTED ON A
SEMI-ANNUAL BOND EQUIVALENT BASIS) CALCULATED FROM JULY 7, 2003, EXCLUDING ANY
CONTINGENT INTEREST.

                  THE ISSUER AGREES, AND BY ACCEPTING A BENEFICIAL OWNERSHIP
INTEREST IN THIS SECURITY EACH HOLDER OF THIS SECURITY WILL BE DEEMED TO HAVE
AGREED, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES (1) TO TREAT THIS SECURITY
AS A DEBT INSTRUMENT THAT IS SUBJECT TO TREAS. REG. SEC. 1.1275-4 (THE
"CONTINGENT PAYMENT REGULATIONS"), (2) TO TREAT THE FAIR MARKET VALUE OF ANY
STOCK RECEIVED UPON ANY CONVERSION OF THIS SECURITY, OR UPON THE HOLDER'S OR
BENEFICIAL OWNER'S EXERCISE OF A PUT RIGHT WHERE THE COMPANY ELECTS TO PAY IN
COMMON STOCK, AS A CONTINGENT PAYMENT FOR PURPOSES OF THE CONTINGENT PAYMENT
REGULATIONS, AND (3) TO ACCRUE INTEREST WITH RESPECT TO THE SECURITY AS ORIGINAL
ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES ACCORDING TO THE
"NONCONTINGENT BOND METHOD," SET FORTH IN THE CONTINGENT PAYMENT REGULATIONS,
AND TO BE BOUND BY THE ISSUER'S DETERMINATION OF THE "COMPARABLE YIELD" AND
"PROJECTED PAYMENT SCHEDULE," WITHIN THE MEANING OF THE CONTINGENT PAYMENT
REGULATIONS, WITH RESPECT TO THIS SECURITY. THE ISSUER AGREES TO PROVIDE
PROMPTLY TO THE HOLDER OF THIS SECURITY, UPON WRITTEN REQUEST, THE AMOUNT OF
ORIGINAL ISSUE DISCOUNT, ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND
PROJECTED PAYMENT SCHEDULE. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE
ISSUER AT THE FOLLOWING ADDRESS: ANIXTER INTERNATIONAL INC., 2301 PATRIOT
BOULEVARD, GLENVIEW, IL 60025, ATTENTION: CORPORATE SECRETARY.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER 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




                                     A-1-1
<PAGE>

OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

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

         THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "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. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED
THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

         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") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF (OR THE OVER-ALLOTMENT OPTION ISSUE DATE, IF ANY) 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) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT
IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL "ACCREDITED INVESTOR," FOR




                                     A-1-2
<PAGE>

INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION
WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY
IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
ABOVE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.




                                     A-1-3
<PAGE>


                           ANIXTER INTERNATIONAL INC.
                       Liquid Yield OptionTM Note due 2033
                              (Zero Coupon-Senior)

No. R-                                          CUSIP:  035290AD7
Issue Date: July 7, 2003                        Original Issue Discount: $619.84
Issue Price:  $380.16 (for each $1,000
Principal Amount at Maturity)


         ANIXTER INTERNATIONAL INC., a Delaware Corporation, promises to pay to
Cede & Co. or registered assigns, the Principal Amount at Maturity of
__________________________ DOLLARS ($______) on July 7, 2033.

         This Security shall not bear interest except as specified on the other
side of this Security. Original Issue Discount will accrue as specified on the
other side of this Security. This Security is convertible as specified on the
other side of this Security.

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

Dated:   July 7, 2003                             ANIXTER INTERNATIONAL INC.



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

TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

Dated: July 7, 2003

THE BANK OF NEW YORK,
as Trustee, certifies
that this is one of the
Securities referred to
in the within-mentioned
Indenture.

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




                                     A-1-4
<PAGE>

                         [FORM OF REVERSE SIDE OF LYON]
                     Liquid Yield Option(TM) Note due 2033
                              (Zero Coupon-Senior)

1.       Interest.

         This Security shall not bear interest, except as specified in this
Paragraph 1 or in Paragraph 5 hereof. If the Principal Amount at Maturity hereof
or any portion of such Principal Amount at Maturity is not paid when due
(whether upon acceleration pursuant to Section 6.02 of the Indenture, upon the
date set for payment of the Redemption Price pursuant to Paragraph 6 hereof,
upon the date set for payment of the Purchase Price or Change in Control
Purchase Price pursuant to Paragraph 7 hereof or upon the Stated Maturity of
this Security) or if any contingent interest due hereon is not paid when due in
accordance with Paragraph 5 hereof, then in each such case the overdue amount
shall, to the extent permitted by law, bear interest at the rate of 3.25% per
annum, compounded semiannually, which interest shall accrue from the date such
overdue amount was originally due to the date payment of such amount, including
interest thereon, has been made or duly provided for. All such interest shall be
payable on demand. The accrual of such interest on overdue amounts shall be in
lieu of, and not in addition to, the continued accrual of Original Issue
Discount.

         Original Issue Discount (the difference between the Issue Price and the
Principal Amount at Maturity of the Security), in the period during which a
Security remains outstanding, shall accrue at 3.25% per annum, on a semiannual
bond equivalent basis using a 360-day year composed of twelve 30-day months,
from the Issue Date of this Security.

2.       Method of Payment.

         Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of Redemption Prices, Purchase Prices, Change in
Control Purchase Prices and Principal Amount at Maturity to Holders who
surrender Securities to a Paying Agent to collect such payments in respect of
the Securities. The Company will pay any cash amounts in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. However, the Company may make such cash payments by check payable
in such money.

3.       Paying Agent, Conversion Agent, Registrar and Bid Solicitation Agent.

         Initially, The Bank of New York (the "Trustee"), will act as Paying
Agent, Conversion Agent, Registrar and Bid Solicitation Agent. The Company may
appoint and change any Paying Agent, Conversion Agent, Registrar or co-registrar
or Bid Solicitation Agent without notice, other than notice to the Trustee. The
Company or any of its Subsidiaries or any of their Affiliates may act as Paying
Agent, Conversion Agent, Registrar or co-registrar. None of the Company, any of
its Subsidiaries or any of their Affiliates shall act as Bid Solicitation Agent.

4.       Indenture.

         The Company issued the Securities under an Indenture dated as of July
7, 2003 (the "Indenture"), between the Company and the Trustee. The terms of the
Securities include those


                                      A-1-5



<PAGE>

stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as in effect from time to time (the "TIA").
Capitalized terms used herein and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture for a statement of those terms.

         The Securities are general unsecured and unsubordinated obligations of
the Company limited to $328,810,000 aggregate Principal Amount at Maturity
(subject to Section 2.07 of the Indenture). The Indenture does not limit other
indebtedness of the Company, secured or unsecured.

5.       Contingent Interest.


         Subject to the accrual and record date provisions specified in this
Paragraph 5, the Company shall pay contingent cash interest to the Holders
during any six-month period (a "Contingent Interest Period") from July 8 to
January 7 and from January 8 to July 7, commencing after July 7, 2011, if the
average LYON Market Price for the Applicable Five Trading Day Period with
respect to such Contingent Interest Period equals 120% or more of the sum of the
Issue Price of a Security and Original Issue Discount accrued thereon to the day
immediately preceding the first day of the relevant Contingent Interest Period.

         The amount of contingent interest payable per $1,000 Principal Amount
at Maturity hereof in respect of any Contingent Interest Period shall equal an
annual rate of 0.25% of the average LYON Market Price for the Applicable Five
Trading Day Period.

         Contingent interest, if any, will accrue and be payable to Holders on
the last day of the relevant Contingent Interest Period (on July 7 or January 7,
as the case may be) to Holders of record as of the immediately preceding June 22
or December 23, as the case may be. Original Issue Discount will continue to
accrue at 3.25% per annum, on a semi-annual bond equivalent basis using a
360-day year comprised of twelve 30-day months, whether or not contingent
interest is paid.

         "Applicable Five Trading Day Period" means, with respect to any
Contingent Interest Period, the five Trading Days ending on the third Trading
Day immediately preceding the first day of such Contingent Interest Period.

         "LYON Market Price" means, as of any date of determination, the average
of the secondary market bid quotations per $1,000 Principal Amount at Maturity
obtained by the Bid Solicitation Agent for $10 million Principal Amount at
Maturity of Securities at approximately 4:00 p.m., New York City time, on such
determination date from three nationally recognized securities dealers in The
City of New York (none of which shall be an Affiliate of the Company) selected
by the Company; provided, however, if (a) at least three such bids are not
obtained by the Bid Solicitation Agent or (b) in the Company's reasonable
judgment, the bid quotations are not indicative of the secondary market value of
the Securities as of such determination date, then the LYON Market Price for
such determination date shall equal (i) the Conversion Rate in effect as of such
determination date multiplied by (ii) the average Sale Price of the Common Stock
for the five Trading Days ending on such determination date, appropriately
adjusted to take into account the occurrence, during the period commencing on
the first of such Trading Days during




                                     A-1-6
<PAGE>

such five Trading Day period and ending on such determination date, of any event
described in Section 10.06, 10.07 or 10.08 (subject to the conditions set forth
in Sections 10.09 and 10.10) of the Indenture.

         Upon determination that Holders will be entitled to receive contingent
interest which may become payable during a Contingent Interest Period, on or
prior to the first day of such Contingent Interest Period, the Company shall
promptly notify the Trustee of such determination and shall issue a press
release and publish such information on its web site on the World Wide Web or
through such other public medium as the Company may use at that time as soon as
practicable.

         The determination of the amount of contingent interest, if any, and the
payment thereof is the sole responsibility of the Company.

6.       Redemption at the Option of the Company.

         No sinking fund is provided for the Securities. The Securities are
redeemable for cash as a whole, at any time, or in part from time to time at the
option of the Company in accordance with the Indenture at the Redemption Prices
set forth below, provided that the Securities are not redeemable prior to July
7, 2011.

         The table below shows Redemption Prices of a Security per $1,000
Principal Amount at Maturity on the dates shown below and at Stated Maturity,
which prices reflect accrued Original Issue Discount calculated to each such
date. The Redemption Price of a Security redeemed between such dates shall
include an additional amount reflecting the additional Original Issue Discount
accrued since the preceding date in the table and until, but not including, the
Redemption Date.




                                     A-1-7
<PAGE>

<TABLE>
<CAPTION>
                                                                                      (2)
                                                                  (1)              ACCRUED           REDEMPTION
                                                                 LYON              ORIGINAL            PRICE
REDEMPTION DATE                                               ISSUE PRICE       ISSUE DISCOUNT        (1)+(2)
                                                              -----------       --------------      ------------
<S>                                                           <C>               <C>                 <C>
July 7:
2011......................................................      $380.16           $111.85               $492.01
2012......................................................      $380.16           $127.97               $508.13
2013......................................................      $380.16           $144.62               $524.78
2014......................................................      $380.16           $161.81               $541.97
2015......................................................      $380.16           $179.57               $559.73
2016......................................................      $380.16           $197.91               $578.07
2017......................................................      $380.16           $216.85               $597.01
2018......................................................      $380.16           $236.41               $616.57
2019......................................................      $380.16           $256.61               $636.77
2020......................................................      $380.16           $277.48               $657.64
2021......................................................      $380.16           $299.02               $679.18
2022......................................................      $380.16           $321.28               $701.44
2023......................................................      $380.16           $344.26               $724.42
2024......................................................      $380.16           $367.99               $748.15
2025......................................................      $380.16           $392.50               $772.66
2026......................................................      $380.16           $417.82               $797.98
2027......................................................      $380.16           $443.97               $824.13
2028......................................................      $380.16           $470.97               $851.13
2029......................................................      $380.16           $498.85               $879.01
2030......................................................      $380.16           $527.65               $907.81
2031......................................................      $380.16           $557.40               $937.56
2032......................................................      $380.16           $588.12               $968.28
At Stated Maturity........................................      $380.16           $619.84             $1,000.00
</TABLE>


         In addition to the Redemption Price payable with respect to all
Securities or portions thereof to be redeemed as of a Redemption Date, the
Holders of such Securities (or portions thereof) shall be entitled to receive
accrued and unpaid contingent interest, if any, with respect thereto, which
interest shall be paid in cash on the Redemption Date.

7.       Purchase by the Company at the Option of the Holder.

         Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the Holder, the Securities held
by such Holder on the following Purchase Dates and at the following Purchase
Prices per $1,000 Principal Amount at Maturity, upon delivery of a Purchase
Notice containing the information set forth in the Indenture, at any time from
the opening of business on the date that is 20 Business Days prior to such
Purchase Date until the close of business on the Business Day immediately
preceding such Purchase Date and upon delivery of the Securities to the Paying
Agent by the Holder as set forth in the Indenture.



                                     A-1-8
<PAGE>

<TABLE>
<S>                                               <C>
                      July 7, 2007                $432.48
                      July 7, 2009                $461.29
                      July 7, 2011                $492.01
                      July 7, 2013                $524.78
                      July 7, 2018                $616.57
                      July 7, 2023                $724.42
                      July 7, 2028                $851.13
</TABLE>

         The Purchase Price (equal to the Issue Price plus accrued Original
Issue Discount to the Purchase Date) may be paid, at the option of the Company,
in cash or by the issuance and delivery of shares of Common Stock of the
Company, or in any combination thereof.

         At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to purchase the Securities
held by such Holder as of a date that is no later than 35 Business Days after
the occurrence of a Change in Control of the Company, but in no event prior to
the date on which such Change in Control occurs, on or prior to July 7, 2011 for
a Change in Control Purchase Price equal to the Issue Price plus accrued
Original Issue Discount to the Change in Control Purchase Date, which Change in
Control Purchase Price shall be paid in cash.

         In addition to the Purchase Price or Change in Control Purchase Price,
as the case may be, payable with respect to all Securities or portions thereof
to be purchased as of the Purchase Date or the Change in Control Purchase Date,
as the case may be, the Holders of such Securities (or portions thereof) shall
be entitled to receive any accrued and unpaid contingent interest with respect
thereto, which shall be paid in cash promptly following the later of the
Purchase Date or the Change in Control Purchase Date, as the case may be and the
time of delivery of such Securities to the Paying Agent pursuant to the
Indenture.

         Holders have the right to withdraw any Purchase Notice or Change in
Control Purchase Notice, as the case may be, by delivering to the Paying Agent a
written notice of withdrawal in accordance with the provisions of the Indenture.

         If cash (and/or securities if permitted under the Indenture) sufficient
to pay the Purchase Price or Change in Control Purchase Price, as the case may
be, of, together with any accrued and unpaid contingent interest with respect
to, all Securities or portions thereof to be purchased as of the Purchase Date
or the Change in Control Purchase Date, as the case may be, is deposited with
the Paying Agent on the Business Day following the Purchase Date or the Change
in Control Purchase Date, as the case may be, Original Issue Discount and any
contingent interest shall cease to accrue on such Securities (or portions
thereof) immediately after such Purchase Date or Change in Control Purchase
Date, as the case may be, and the Holder thereof shall have no other rights as
such (other than the right to receive the Purchase Price or Change in Control
Purchase




                                     A-1-9
<PAGE>

Price, as the case may be, and any accrued and unpaid contingent interest upon
surrender of such Security).

8.       Notice of Redemption.

         Notice of redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each Holder of Securities to be redeemed
at the Holder's registered address. If money sufficient to pay the Redemption
Price of, and accrued and unpaid contingent interest, if any, with respect to,
all Securities (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent prior to or on the Redemption Date, on such
Redemption Date, Original Issue Discount and contingent interest, if any, shall
cease to accrue on such Securities or portions thereof. Securities in
denominations larger than $1,000 of Principal Amount at Maturity may be redeemed
in part but only in integral multiples of $1,000 of Principal Amount at
Maturity.

9.       Conversion.

         Subject to the provisions of this Paragraph 9, a Holder of a Security
may convert it into Common Stock of the Company if at least one of the
conditions described below is satisfied at any time before the close of business
on July 6, 2033. If the Security is called for redemption, the Holder may
convert it only until the close of business on the second Business Day
immediately preceding the Redemption Date. A Security in respect of which a
Holder has delivered a Purchase Notice or Change in Control Purchase Notice
exercising the option of such Holder to require the Company to purchase such
Security may be converted only if such notice of exercise is withdrawn in
accordance with the terms of the Indenture.

         The initial Conversion Rate is 12.8773 shares of Common Stock per
$1,000 Principal Amount at Maturity, subject to adjustment in certain events
described in the Indenture. The Company will deliver cash or a check in lieu of
any fractional share of Common Stock.

         Upon determination that Holders are or will be entitled to convert
their Security into shares of Common Stock in accordance with the following
provisions, the Company will promptly notify the Holders thereof and post this
information on the Company's web site on the World Wide Web or otherwise
publicly disclose this information.

         (a) Conversion Based on Common Stock Price. Subject to the provisions
of this Paragraph 9, Holders may convert the Securities into Common Stock in any
fiscal quarter commencing after October 3, 2003, if, as of the last day of the
preceding fiscal quarter, the Sale Price of the Common Stock for at least 20
Trading Days in a period of 30 consecutive Trading Days ending on the last
Trading Day of such preceding fiscal quarter is more than 120% of the accreted
conversion price per share of Common Stock on the last day of such preceding
fiscal quarter.

         The "accreted conversion price" per share of Common Stock as of any day
equals the quotient of:



                                     A-1-10
<PAGE>

         o     the Issue Price of a Security and Accrued Original Issue Discount
               to that day, divided by

         o     the number of shares of Common Stock issuable upon conversion of
               $1,000 Principal Amount at Maturity of Securities on that day.

         (b) Conversion Based on Credit Rating Downgrade. Subject to the
provisions of this Paragraph 9, Holders may convert the Securities into Common
Stock on a Conversion Date during any period in which (i) the credit rating
assigned to the Securities by a Rating Agency is at or below the Applicable
Rating, (ii) the Securities are no longer rated by either or both of Standard &
Poor's or Moody's, or (iii) either or both of Standard & Poor's or Moody's have
suspended or withdrawn their ratings of the Securities. "Rating Agency" means
Standard & Poor's Credit Market Services and its successors, Moody's Investors
Service or Fitch, Inc. and its successors ("Fitch"). "Applicable Rating" means,
in the case of Standard & Poor's, B+, in the case of Moody's, B3, or in the case
of Fitch, B+ (or their respective equivalents under any successor ratings
categories of Standard & Poor's, Moody's or Fitch), or the equivalent in respect
of ratings categories of any Rating Agencies successor to Standard & Poor's,
Moody's or Fitch, as the case may be.

         (c) Conversion Based on Redemption. Subject to the provisions of this
Paragraph 9, a Holder may convert into Common Stock a Security or portion of a
Security which has been called for redemption pursuant to Paragraph 6 hereof,
even if the Securities are not otherwise convertible at such time, but such
Securities may be surrendered for conversion only until the close of business on
the second Business Day immediately preceding the Redemption Date.

         (d) Conversion Upon Occurrence of Certain Corporate Transactions.
Subject to the provisions of this Paragraph 9, in the event the Company is a
party to a consolidation, merger or binding share exchange or a transfer of all
or substantially all of the assets of the Company pursuant to which the Common
Stock would be converted into cash, securities or other property as set forth in
Section 10.14 of the Indenture, the Securities may be surrendered for conversion
at any time from and after the date which is 15 days prior to the anticipated
effective date until 15 days after the actual effective date of such
transaction, and at the effective date of such transaction the right to convert
a Security into Common Stock will be deemed to have changed into a right to
convert it into the kind and amount of cash, securities or other assets of the
Company or another person which the holder would have received if the holder had
converted its Security immediately prior to the transaction.

         If the Company makes a distribution described in Section 10.07 or
Section 10.08 of the Indenture which, in the case of a dividend or distribution
described in Section 10.08 of the Indenture, has a fair market value per share
(as determined by the Board of Directors) equal to more than 15% of the Sale
Price of the Common Stock on the Business Day immediately preceding the date of
declaration for such dividend or distribution, the Securities may be surrendered
for conversion beginning on the date the Company gives notice to the Holders of
such dividend or distribution, which notice shall be given not less than 20 days
prior to the Ex-Dividend Time for such dividend or distribution, and Securities
may be surrendered for conversion at any time thereafter until the close of
business on the Business Day prior to the



                                     A-1-11
<PAGE>

Ex-Dividend Time or until the Company announces that such dividend or
distribution will not take place.

         A Holder's right to convert the Securities into Common Stock of the
Company is also subject to the Company's right to elect to pay such Holder the
amount of cash set forth in the next succeeding sentence (or an equivalent
amount in a combination of cash and shares of Common Stock), in lieu of
delivering all or part of such Common Stock; provided, however, that if such
payment of cash is not permitted pursuant to the provisions of the Indenture,
the Company shall deliver Common Stock (and cash in lieu of fractional shares of
Common Stock) in accordance with the Indenture, whether or not the Company has
delivered a notice pursuant to the Indenture to the effect that the Securities
will be paid in cash. The amount of cash to be paid for each $1,000 Principal
Amount at Maturity of Securities shall be equal to the average Sale Price of a
share of Common Stock of the Company for the five consecutive Trading Days
immediately following (i) the date of the Company's notice of its election to
deliver cash upon conversion, if the Company has not given a notice of
redemption pursuant to the Indenture, or (ii) the Conversion Date, in the case
of a conversion following such a notice of redemption specifying an intent to
deliver cash or a combination of cash and Common Stock upon conversion, in
either case multiplied by the Conversion Rate in effect on such Conversion Date.
If the Company shall elect to make such payment wholly in shares of Common
Stock, then such shares shall be delivered through the Conversion Agent to
Holders surrendering Securities as promptly as practicable but in any event no
later than the fifth Business Day following the Conversion Date. If, however,
the Company elects to make any portion of such payment in cash, then the
payment, including any delivery of shares of Common Stock, shall be made to
Holders surrendering Securities no later than the tenth Business Day following
the Conversion Date.

         The Company may not pay cash in lieu of delivering all or part of such
share of Common Stock upon the conversion of any Securities pursuant to the
terms of the Indenture (other than cash in lieu of fractional shares) if there
has occurred (prior to, on or after, as the case may be, the Conversion Date or
the date on which the Company delivers its notice specifying whether each
Conversion shall be converted into shares of Common Stock or cash) and is
continuing an Event of Default (other than a default in such payment on such
Securities).

         Accrued and unpaid contingent interest will not be paid in cash on
Securities that are converted but will be paid in the manner provided in the
following paragraph; provided, however, that Securities surrendered for
conversion during the period from the close of business on any record date for a
contingent interest payment to the opening of business on the date on which such
contingent interest is payable, shall be entitled to receive such contingent
interest payable on such Securities on the corresponding date on which such
contingent interest is payable and (except Securities with respect to which the
Company has mailed a notice of redemption) Securities surrendered for conversion
during such period must be accompanied by payment of an amount equal to the
contingent interest with respect thereto that the registered Holder is to
receive.

         A Holder may convert a portion of a Security if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment
or adjustment will be made for dividends on the Common Stock except as provided
in the Indenture. On conversion of a Security, accrued Original Issue Discount
attributable to the period from the Issue Date through




                                     A-1-12
<PAGE>

but not including the Conversion Date, accrued Tax OID and (except as provided
above) accrued contingent interest, if any, with respect to the converted
Security shall not be paid in cash to Holders of such Security, nor shall it 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
Security being converted pursuant to the terms hereof; and the fair market value
of such shares of Common Stock (together with any such cash payment in lieu of
fractional shares), or cash or a combination of cash and Common Stock in lieu
thereof, shall be treated as delivered, to the extent thereof, first in exchange
for Original Issue Discount and Tax OID accrued through the Conversion Date and
accrued contingent interest, if any, and the balance, if any, of such cash
and/or the fair market value of such Common Stock (and any such cash payment in
lieu of fractional shares), or cash in lieu thereof, shall be treated as
delivered in exchange for the Issue Price of the Security being converted
pursuant to the provisions hereof.

         To convert a Security, a Holder must (1) complete and manually sign the
conversion notice below (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent, (2) surrender the
Security to the Conversion Agent, (3) furnish appropriate endorsements and
transfer documents if required by the Conversion Agent, the Company or the
Trustee and (4) pay any transfer or similar tax, if required.

         The Conversion Rate will be adjusted for dividends or distributions on
Common Stock payable in Common Stock or other Capital Stock; subdivisions,
combinations or certain reclassifications of Common Stock; distributions to all
holders of Common Stock of certain rights to purchase Common Stock for a period
expiring within 60 days of the record date for such distribution at less than
the Sale Price of the Common Stock at the Time of Determination; distributions
to such holders of assets (including shares of Capital Stock of, or similar
equity interests in, a Subsidiary or other business unit of the Company) or debt
securities of the Company or certain rights to purchase securities of the
Company (excluding any dividend, distribution or rights referred to above and
any dividend or distribution paid exclusively in cash); and certain dividends or
distributions consisting exclusively of cash to such holders, in each case as
described in the Indenture. However, no adjustment need be made if
Securityholders may participate in the transaction or in certain other cases.
The Company from time to time may voluntarily increase the Conversion Rate.

         If the Company is a party to a consolidation, merger or binding share
exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the Indenture, the right to convert a
Security into Common Stock may be changed into a right to convert it into the
kind and amount of securities, cash or other assets of the Company or another
person which the Holder would have received if the Holder had converted its
Securities immediately prior to the transaction.

10.      Conversion Arrangement on Call for Redemption.

         Any Securities called for redemption, unless surrendered for conversion
before the close of business on the second Business Day immediately preceding
the Redemption Date, may be deemed to be purchased from the Holders of such
Securities at an amount not less than the





                                     A-1-13
<PAGE>

Redemption Price, by one or more investment bankers or other purchasers who may
agree with the Company to purchase such Securities from the Holders, to convert
them into Common Stock of the Company and to make payment for such Securities to
the Trustee in trust for such Holders.

11.      Defaulted Interest.

         Except as otherwise specified with respect to the Securities, any
Defaulted Interest on any Security shall forthwith cease to be payable to the
registered Holder thereof on the relevant accrual date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Company as provided
for in Section 11.02 of the Indenture.

12.      Denominations; Transfer; Exchange.

         The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount at Maturity and integral multiples
of $1,000. A Holder may transfer or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not register
the transfer or exchange of any Securities selected for redemption (except, in
the case of a Security to be redeemed in part, the portion of the Security not
to be redeemed) or any Securities in respect of which a Purchase Notice or
Change in Control Purchase Notice has been given and not withdrawn (except, in
the case of a Security to be purchased in part, the portion of the Security not
to be purchased) or any Securities for a period of 15 days before the mailing of
a notice of redemption of Securities to be redeemed.

13.      Persons Deemed Owners.

         The registered Holder of this Security may be treated as the owner of
this Security for all purposes.

14.      Unclaimed Money or Securities.

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

15.      Amendment; Waiver.

         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding and (ii) certain Defaults may be waived with
the written consent of the Holders of a majority in aggregate Principal Amount
at Maturity of the Securities at the time outstanding. Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company and the Trustee




                                     A-1-14
<PAGE>

may amend the Indenture or the Securities to comply with Article 5 or Section
10.14 of the Indenture, to secure the Company's obligations under this Security
or to add to the Company's covenants for the benefit of the Securityholders or
to surrender any right or power conferred, to comply with any requirement of the
SEC in connection with the qualification of the Indenture under the Trust
Indenture Act of 1939 and any amendment thereof, or as necessary in connection
with the registration of the Securities under the Securities Act, or to cure any
ambiguity, omission, defect or inconsistency, to correct or supplement any
provision, or to make any other provision with respect to matters or questions
arising under the Indenture or the Securities, so long as the interests of the
Holders of Securities are not adversely affected in any material respect.

16.      Defaults and Remedies.

         Under the Indenture, Events of Default include (i) default in the
payment of contingent interest when the same becomes due and payable, which
default continues for 30 days; (ii) default in payment of the Principal Amount
at Maturity, Issue Price plus accrued Original Issue Discount, Redemption Price,
Purchase Price or Change in Control Purchase Price, as the case may be, in
respect of the Securities when the same becomes due and payable; (iii) failure
by the Company to comply with other agreements in the Indenture or the
Securities, subject to notice and lapse of time; (iv) default under any (a)
indebtedness for any money borrowed by the Company or the Operating Company, (b)
mortgage, indenture or other instrument under which there may be issued or by
which there may be secured or evidenced any indebtedness for money borrowed by
the Company or the Operating Company or (c) guarantee by the Company or the
Operating Company of payment for money borrowed, which default consists of a
payment default at the stated maturity thereof or results in acceleration of
such indebtedness, in an aggregate principal amount outstanding under all such
indebtedness in excess of $25,000,000, subject to notice and lapse of time; (v)
final unsatisfied judgments not covered by insurance aggregating in excess of
$25,000,000 million rendered against the Company or the Operating Company and
not stayed, bonded or discharged within 60 days; and (vi) certain events of
bankruptcy or insolvency. If an Event of Default occurs and is continuing, the
Trustee, or the Holders of at least 25% in aggregate Principal Amount at
Maturity of the Securities at the time outstanding, may declare the Issue Price
plus the Original Issue Discount through the date of such declaration, and any
accrued and unpaid interest (including contingent interest) if any, through the
date of such declaration, on all the Securities to be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default
which will result in the Issue Price plus the Original Issue Discount on the
Securities, and any accrued and unpaid interest (including contingent interest)
if any, through the occurrence of such event, becoming due and payable
immediately upon the occurrence of such Events of Default.

         Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives indemnity or security reasonably satisfactory
to it. Subject to certain limitations, Holders of a majority in aggregate
Principal Amount at Maturity of the Securities at the time outstanding may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing Default (except a Default
in payment of amounts specified in clause (i) or (ii) above) if it determines
that withholding notice is in their interests.


                                     A-1-15
<PAGE>

17.      Trustee Dealings with the Company.

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

18.      No Recourse Against Others.

         A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Securities.

19.      Authentication.

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

20.      Abbreviations.

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

21.      Original Issue Discount Information Reporting Requirements.

         In accordance with the United States Treasury Regulation Section
1.1275-3, a Holder may obtain the projected payment schedule by submitting a
written request for such information to the following representative of the
Company: Anixter International Inc., 2301 Patriot Boulevard, Glenview, Illinois
60025, Attention: Corporate Secretary.

22.      GOVERNING LAW.

         THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY.

                                   ----------

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

                  Anixter International Inc.
                  2301 Patriot Boulevard
                  Glenview, IL 60025
                  Telephone No.:  (224) 521-8000
                  Facsimile No.:  (224) 521-8604
                  Attention:  General Counsel



                                     A-1-16
<PAGE>


                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                   (Insert assignee's soc. sec. or tax ID no.)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint

___________________________ agent to transfer this Security on the books of the
Company. The agent may substitute another to act for him.

                                CONVERSION NOTICE

To convert this Security into Common Stock of the Company, check the box: [ ]

To convert only part of this Security, state the Principal Amount at Maturity to
be converted (which must be $1,000 or an integral multiple of $1,000):
$
 -------------------------


If you want the stock certificate made out in another person's name, fill in the
form below:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                     (Insert assignee's soc. sec. or tax ID no.)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                           (Print or type assignee's name, address and zip code)

Date:
     ---------------------------------------------------------------------------

Your Signature:                                                                *
               -----------------------------------------------------------------

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



----------

* Your signature must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Trustee, 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 Trustee in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                     A-1-17
<PAGE>

                                   EXHIBIT A-2

                         [FORM OF CERTIFICATED SECURITY]

         FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH AN INDETERMINATE
AMOUNT OF ORIGINAL ISSUE DISCOUNT AND THE ISSUE DATE OF THIS SECURITY IS JULY 7,
2003. IN ADDITION, THIS SECURITY IS SUBJECT TO UNITED STATES FEDERAL INCOME TAX
REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS. FOR PURPOSES OF
SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE ISSUE PRICE OF
EACH SECURITY IS $380.16 PER $1,000 OF PRINCIPAL AMOUNT AND THE COMPARABLE YIELD
IS 7.3%, COMPOUNDED SEMI-ANNUALLY (WHICH WILL BE TREATED AS THE YIELD FOR UNITED
STATES FEDERAL INCOME TAX PURPOSES). THE YIELD FOR ACCRUING ORIGINAL ISSUE
DISCOUNT FOR NON-TAX PURPOSES IS 3.25% PER YEAR (COMPUTED ON A SEMI-ANNUAL BOND
EQUIVALENT BASIS) CALCULATED FROM JULY 7, 2003, EXCLUDING ANY CONTINGENT
INTEREST.

         THE ISSUER AGREES, AND BY ACCEPTING A BENEFICIAL OWNERSHIP INTEREST IN
THIS SECURITY EACH HOLDER OF THIS SECURITY WILL BE DEEMED TO HAVE AGREED, FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES (1) TO TREAT THIS SECURITY AS A DEBT
INSTRUMENT THAT IS SUBJECT TO TREAS. REG. SEC. 1.1275-4 (THE "CONTINGENT PAYMENT
REGULATIONS"), (2) TO TREAT THE FAIR MARKET VALUE OF ANY STOCK RECEIVED UPON ANY
CONVERSION OF THIS SECURITY, OR UPON THE HOLDER'S OR BENEFICIAL OWNER'S EXERCISE
OF A PUT RIGHT WHERE THE COMPANY ELECTS TO PAY IN COMMON STOCK, AS A CONTINGENT
PAYMENT FOR PURPOSES OF THE CONTINGENT PAYMENT REGULATIONS, AND (3) TO ACCRUE
INTEREST WITH RESPECT TO THE SECURITY AS ORIGINAL ISSUE DISCOUNT FOR UNITED
STATES FEDERAL INCOME TAX PURPOSES ACCORDING TO THE "NONCONTINGENT BOND METHOD,"
SET FORTH IN THE CONTINGENT PAYMENT REGULATIONS, AND TO BE BOUND BY THE ISSUER'S
DETERMINATION OF THE "COMPARABLE YIELD" AND "PROJECTED PAYMENT SCHEDULE," WITHIN
THE MEANING OF THE CONTINGENT PAYMENT REGULATIONS, WITH RESPECT TO THIS
SECURITY. THE ISSUER AGREES TO PROVIDE PROMPTLY TO THE HOLDER OF THIS SECURITY,
UPON WRITTEN REQUEST, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, YIELD
TO MATURITY, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE. ANY SUCH WRITTEN
REQUEST SHOULD BE SENT TO THE ISSUER AT THE FOLLOWING ADDRESS: ANIXTER
INTERNATIONAL INC., 2301 PATRIOT BOULEVARD, GLENVIEW, IL 60025, ATTENTION:
CORPORATE SECRETARY.

         [INCLUDE IF SECURITY IS A CERTIFICATED SECURITY TO BE HELD BY AN
INSTITUTIONAL ACCREDITED INVESTOR: IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY



                                     A-2-1
<PAGE>

REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOLLOWING
RESTRICTIONS.]

         THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "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. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED
THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

         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") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF (OR THE OVER-ALLOTMENT OPTION ISSUE DATE, IF ANY) 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) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT
IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH
OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES, AND THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS



                                     A-2-2
<PAGE>



REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO ABOVE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF
THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.




                                     A-2-3
<PAGE>

                           ANIXTER INTERNATIONAL INC.
                       Liquid Yield OptionTM Note due 2033
                              (Zero Coupon-Senior)

No. R-                                            CUSIP:
Issue Date: July 7, 2003                          Original Issue Discount: $
Issue Price:  $_____ (for each $1,000
Principal Amount at Maturity)

         ANIXTER INTERNATIONAL INC., a Delaware Corporation, promises to pay to
_______________ or registered assigns, the Principal Amount at Maturity of
__________________________ DOLLARS ($______) on July 7, 2033.

         This Security shall not bear interest except as specified on the other
side of this Security. Original Issue Discount will accrue as specified on the
other side of this Security. This Security is convertible as specified on the
other side of this Security.

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

Dated:                                            ANIXTER INTERNATIONAL INC.

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

TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

Dated:

THE BANK OF NEW YORK,
as Trustee, certifies
that this is one of the
Securities referred to
in the within-mentioned
Indenture.

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



                                      A-2-4
<PAGE>


                         [FORM OF REVERSE SIDE OF LYON]
                       Liquid Yield OptionTM Note due 2033
                              (Zero Coupon-Senior)

1.       Interest.

         This Security shall not bear interest, except as specified in this
Paragraph 1 or in Paragraph 5 hereof. If the Principal Amount at Maturity hereof
or any portion of such Principal Amount at Maturity is not paid when due
(whether upon acceleration pursuant to Section 6.02 of the Indenture, upon the
date set for payment of the Redemption Price pursuant to Paragraph 6 hereof,
upon the date set for payment of the Purchase Price or Change in Control
Purchase Price pursuant to Paragraph 7 hereof or upon the Stated Maturity of
this Security) or if any contingent interest due hereon is not paid when due in
accordance with Paragraph 5 hereof, then in each such case the overdue amount
shall, to the extent permitted by law, bear interest at the rate of 3.25% per
annum, compounded semiannually, which interest shall accrue from the date such
overdue amount was originally due to the date payment of such amount, including
interest thereon, has been made or duly provided for. All such interest shall be
payable on demand. The accrual of such interest on overdue amounts shall be in
lieu of, and not in addition to, the continued accrual of Original Issue
Discount.

         Original Issue Discount (the difference between the Issue Price and the
Principal Amount at Maturity of the Security), in the period during which a
Security remains outstanding, shall accrue at 3.25% per annum, on a semiannual
bond equivalent basis using a 360-day year composed of twelve 30-day months,
from the Issue Date of this Security.

2.       Method of Payment.

         Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of Redemption Prices, Purchase Prices, Change in
Control Purchase Prices and Principal Amount at Maturity to Holders who
surrender Securities to a Paying Agent to collect such payments in respect of
the Securities. The Company will pay any cash amounts in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. However, the Company may make such cash payments by check payable
in such money.

3.       Paying Agent, Conversion Agent, Registrar and Bid Solicitation Agent.

         Initially, The Bank of New York (the "Trustee"), will act as Paying
Agent, Conversion Agent, Registrar and Bid Solicitation Agent. The Company may
appoint and change any Paying Agent, Conversion Agent, Registrar or co-registrar
or Bid Solicitation Agent without notice, other than notice to the Trustee. The
Company or any of its Subsidiaries or any of their Affiliates may act as Paying
Agent, Conversion Agent, Registrar or co-registrar. None of the Company, any of
its Subsidiaries or any of their Affiliates shall act as Bid Solicitation Agent.

4.       Indenture.

         The Company issued the Securities under an Indenture dated as of July
7, 2003 (the "Indenture"), between the Company and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture




                                     A-2-5
<PAGE>

Act of 1939, as in effect from time to time (the "TIA"). Capitalized terms used
herein and not defined herein have the meanings ascribed thereto in the
Indenture. The Securities are subject to all such terms, and Securityholders are
referred to the Indenture for a statement of those terms.

         The Securities are general unsecured and unsubordinated obligations of
the Company limited to $328,810,000 aggregate Principal Amount at Maturity
(subject to Section 2.07 of the Indenture). The Indenture does not limit other
indebtedness of the Company, secured or unsecured.

5.       Contingent Interest.

         Subject to the accrual and record date provisions specified in this
Paragraph 5, the Company shall pay contingent cash interest to the Holders
during any six-month period (a "Contingent Interest Period") from July 8 to
January 7 and from January 8 to July 7, commencing after July 7, 2011, if the
average LYON Market Price for the Applicable Five Trading Day Period with
respect to such Contingent Interest Period equals 120% or more of the sum of the
Issue Price of a Security and Original Issue Discount accrued thereon to the day
immediately preceding the first day of the relevant Contingent Interest Period.

         The amount of contingent interest payable per $1,000 Principal Amount
at Maturity hereof in respect of any Contingent Interest Period shall equal an
annual rate of 0.25% of the average LYON Market Price for the Applicable Five
Trading Day Period.

         Contingent interest, if any, will accrue and be payable to Holders on
the last day of the relevant Contingent Interest Period (on July 7 or January 7,
as the case may be) to Holders of record as of the immediately preceding June 22
or December 23, as the case may be. Original Issue Discount will continue to
accrue at 3.25% per annum, on a semi-annual bond equivalent basis using a
360-day year comprised of twelve 30-day months, whether or not contingent
interest is paid.

         "Applicable Five Trading Day Period" means, with respect to any
Contingent Interest Period, the five Trading Days ending on the third Trading
Day immediately preceding the first day of such Contingent Interest Period.

         "LYON Market Price" means, as of any date of determination, the average
of the secondary market bid quotations per $1,000 Principal Amount at Maturity
obtained by the Bid Solicitation Agent for $10 million Principal Amount at
Maturity of Securities at approximately 4:00 p.m., New York City time, on such
determination date from three nationally recognized securities dealers in The
City of New York (none of which shall be an Affiliate of the Company) selected
by the Company; provided, however, if (a) at least three such bids are not
obtained by the Bid Solicitation Agent or (b) in the Company's reasonable
judgment, the bid quotations are not indicative of the secondary market value of
the Securities as of such determination date, then the LYON Market Price for
such determination date shall equal (i) the Conversion Rate in effect as of such
determination date multiplied by (ii) the average Sale Price of the Common Stock
for the five Trading Days ending on such determination date, appropriately
adjusted to take into account the occurrence, during the period commencing on
the first of such Trading Days during such five Trading Day period and ending on
such determination date, of any event described in





                                     A-2-6
<PAGE>

Section 10.06, 10.07 or 10.08 (subject to the conditions set forth in Sections
10.09 and 10.10) of the Indenture.

         Upon determination that Holders will be entitled to receive contingent
interest which may become payable during a Contingent Interest Period, on or
prior to the first day of such Contingent Interest Period, the Company shall
promptly notify the Trustee of such determination and shall issue a press
release and publish such information on its web site on the World Wide Web or
through such other public medium as the Company may use at that time as soon as
practicable.

         The determination of the amount of contingent interest, if any, and the
payment thereof is the sole responsibility of the Company.

6.       Redemption at the Option of the Company.

         No sinking fund is provided for the Securities. The Securities are
redeemable for cash as a whole, at any time, or in part from time to time at the
option of the Company in accordance with the Indenture at the Redemption Prices
set forth below, provided that the Securities are not redeemable prior to July
7, 2011.

         The table below shows Redemption Prices of a Security per $1,000
Principal Amount at Maturity on the dates shown below and at Stated Maturity,
which prices reflect accrued Original Issue Discount calculated to each such
date. The Redemption Price of a Security redeemed between such dates shall
include an additional amount reflecting the additional Original Issue Discount
accrued since the preceding date in the table and until, but not including, the
Redemption Date.




                                     A-2-7
<PAGE>


<TABLE>
<CAPTION>
                                                                                     (2)
                                                                   (1)            ACCRUED           REDEMPTION
                                                                   LYON           ORIGINAL            PRICE
REDEMPTION DATE                                                ISSUE PRICE     ISSUE DISCOUNT        (1)+(2)
                                                               -----------     --------------       ----------
<S>                                                            <C>             <C>                  <C>
July 7:
2011......................................................      $380.16           $111.85              $492.01
2012......................................................      $380.16           $127.97              $508.13
2013......................................................      $380.16           $144.62              $524.78
2014......................................................      $380.16           $161.81              $541.97
2015......................................................      $380.16           $179.57              $559.73
2016......................................................      $380.16           $197.91              $578.07
2017......................................................      $380.16           $216.85              $597.01
2018......................................................      $380.16           $236.41              $616.57
2019......................................................      $380.16           $256.61              $636.77
2020......................................................      $380.16           $277.48              $657.64
2021......................................................      $380.16           $299.02              $679.18
2022......................................................      $380.16           $321.28              $701.44
2023......................................................      $380.16           $344.26              $724.42
2024......................................................      $380.16           $367.99              $748.15
2025......................................................      $380.16           $392.50              $772.66
2026......................................................      $380.16           $417.82              $797.98
2027......................................................      $380.16           $443.97              $824.13
2028......................................................      $380.16           $470.97              $851.13
2029......................................................      $380.16           $498.85              $879.01
2030......................................................      $380.16           $527.65              $907.81
2031......................................................      $380.16           $557.40              $937.56
2032......................................................      $380.16           $588.12              $968.28
At Stated Maturity........................................      $380.16           $619.84            $1,000.00
</TABLE>

         In addition to the Redemption Price payable with respect to all
Securities or portions thereof to be redeemed as of a Redemption Date, the
Holders of such Securities (or portions thereof) shall be entitled to receive
accrued and unpaid contingent interest, if any, with respect thereto, which
interest shall be paid in cash on the Redemption Date.

7.       Purchase by the Company at the Option of the Holder.

         Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the Holder, the Securities held
by such Holder on the following Purchase Dates and at the following Purchase
Prices per $1,000 Principal Amount at Maturity, upon delivery of a Purchase
Notice containing the information set forth in the Indenture, at any time from
the opening of business on the date that is 20 Business Days prior to such
Purchase Date until the close of business on the Business Day immediately
preceding such Purchase Date and upon delivery of the Securities to the Paying
Agent by the Holder as set forth in the Indenture.


                                     A-2-8
<PAGE>


<TABLE>
<S>                                                <C>
                      July 7, 2007                 $432.48
                      July 7, 2009                 $461.29
                      July 7, 2011                 $492.01
                      July 7, 2013                 $524.78
                      July 7, 2018                 $616.57
                      July 7, 2023                 $724.42
                      July 7, 2028                 $851.13
</TABLE>


         The Purchase Price (equal to the Issue Price plus accrued Original
Issue Discount to the Purchase Date) may be paid, at the option of the Company,
in cash or by the issuance and delivery of shares of Common Stock of the
Company, or in any combination thereof.

         At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to purchase the Securities
held by such Holder as of a date that is no later than 35 Business Days after
the occurrence of a Change in Control of the Company, but in no event prior to
the date on which such Change in Control occurs, on or prior to July 7, 2011 for
a Change in Control Purchase Price equal to the Issue Price plus accrued
Original Issue Discount to the Change in Control Purchase Date, which Change in
Control Purchase Price shall be paid in cash.

         In addition to the Purchase Price or Change in Control Purchase Price,
as the case may be, payable with respect to all Securities or portions thereof
to be purchased as of the Purchase Date or the Change in Control Purchase Date,
as the case may be, the Holders of such Securities (or portions thereof) shall
be entitled to receive any accrued and unpaid contingent interest with respect
thereto, which shall be paid in cash promptly following the later of the
Purchase Date or the Change in Control Purchase Date, as the case may be and the
time of delivery of such Securities to the Paying Agent pursuant to the
Indenture.

         Holders have the right to withdraw any Purchase Notice or Change in
Control Purchase Notice, as the case may be, by delivering to the Paying Agent a
written notice of withdrawal in accordance with the provisions of the Indenture.

         If cash (and/or securities if permitted under the Indenture) sufficient
to pay the Purchase Price or Change in Control Purchase Price, as the case may
be, of, together with any accrued and unpaid contingent interest with respect
to, all Securities or portions thereof to be purchased as of the Purchase Date
or the Change in Control Purchase Date, as the case may be, is deposited with
the Paying Agent on the Business Day following the Purchase Date or the Change
in Control Purchase Date, as the case may be, Original Issue Discount and any
contingent interest shall cease to accrue on such Securities (or portions
thereof) immediately after such Purchase Date or Change in Control Purchase
Date, as the case may be, and the Holder thereof shall have no other rights as
such (other than the right to receive the Purchase Price or Change in Control
Purchase Price, as the case may be, and any accrued and unpaid contingent
interest upon surrender of such Security).



                                     A-2-9
<PAGE>

8.       Notice of Redemption.

         Notice of redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each Holder of Securities to be redeemed
at the Holder's registered address. If money sufficient to pay the Redemption
Price of, and accrued and unpaid contingent interest, if any, with respect to,
all Securities (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent prior to or on the Redemption Date, on such
Redemption Date, Original Issue Discount and contingent interest, if any, shall
cease to accrue on such Securities or portions thereof. Securities in
denominations larger than $1,000 of Principal Amount at Maturity may be redeemed
in part but only in integral multiples of $1,000 of Principal Amount at
Maturity.

9.       Conversion.

         Subject to the provisions of this Paragraph 9, a Holder of a Security
may convert it into Common Stock of the Company if at least one of the
conditions described below is satisfied at any time before the close of business
on July 6, 2033. If the Security is called for redemption, the Holder may
convert it only until the close of business on the second Business Day
immediately preceding the Redemption Date. A Security in respect of which a
Holder has delivered a Purchase Notice or Change in Control Purchase Notice
exercising the option of such Holder to require the Company to purchase such
Security may be converted only if such notice of exercise is withdrawn in
accordance with the terms of the Indenture.

         The initial Conversion Rate is 12.8773 shares of Common Stock per
$1,000 Principal Amount at Maturity, subject to adjustment in certain events
described in the Indenture. The Company will deliver cash or a check in lieu of
any fractional share of Common Stock.

         Upon determination that Holders are or will be entitled to convert
their Security into shares of Common Stock in accordance with the following
provisions, the Company will promptly notify the Holders thereof and post this
information on the Company's web site on the World Wide Web or otherwise
publicly disclose this information.

         (a) Conversion Based on Common Stock Price. Subject to the provisions
of this Paragraph 9, Holders may convert the Securities into Common Stock in any
fiscal quarter commencing after October 3, 2003, if, as of the last day of the
preceding fiscal quarter, the Sale Price of the Common Stock for at least 20
Trading Days in a period of 30 consecutive Trading Days ending on the last
Trading Day of such preceding fiscal quarter is more than 120% of the accreted
conversion price per share of Common Stock on the last day of such preceding
fiscal quarter.

         The "accreted conversion price" per share of Common Stock as of any day
equals the quotient of:

         o     the Issue Price of a Security and Accrued Original Issue Discount
               to that day, divided by

         o     the number of shares of Common Stock issuable upon conversion of
               $1,000 Principal Amount at Maturity of Securities on that day.



                                     A-2-10
<PAGE>

         (b) Conversion Based on Credit Rating Downgrade. Subject to the
provisions of this Paragraph 9, Holders may convert the Securities into Common
Stock on a Conversion Date during any period in which (i) the credit rating
assigned to the Securities by a Rating Agency is at or below the Applicable
Rating, (ii) the Securities are no longer rated by either or both of Standard &
Poor's or Moody's, or (iii) either or both of Standard & Poor's or Moody's have
suspended or withdrawn their ratings of the Securities. "Rating Agency" means
Standard & Poor's Credit Market Services and its successors, Moody's Investors
Service or Fitch, Inc. and its successors ("Fitch"). "Applicable Rating" means,
in the case of Standard & Poor's, B+, in the case of Moody's, B3, or in the case
of Fitch, B+ (or their respective equivalents under any successor ratings
categories of Standard & Poor's, Moody's or Fitch), or the equivalent in respect
of ratings categories of any Rating Agencies successor to Standard & Poor's,
Moody's or Fitch, as the case may be.

         (c) Conversion Based on Redemption. Subject to the provisions of this
Paragraph 9, a Holder may convert into Common Stock a Security or portion of a
Security which has been called for redemption pursuant to Paragraph 6 hereof,
even if the Securities are not otherwise convertible at such time, but such
Securities may be surrendered for conversion only until the close of business on
the second Business Day immediately preceding the Redemption Date.

         (d) Conversion Upon Occurrence of Certain Corporate Transactions.
Subject to the provisions of this Paragraph 9, in the event the Company is a
party to a consolidation, merger or binding share exchange or a transfer of all
or substantially all of the assets of the Company pursuant to which the Common
Stock would be converted into cash, securities or other property as set forth in
Section 10.14 of the Indenture, the Securities may be surrendered for conversion
at any time from and after the date which is 15 days prior to the anticipated
effective date until 15 days after the actual effective date of such
transaction, and at the effective date of such transaction the right to convert
a Security into Common Stock will be deemed to have changed into a right to
convert it into the kind and amount of cash, securities or other assets of the
Company or another person which the holder would have received if the holder had
converted its Security immediately prior to the transaction.

         If the Company makes a distribution described in Section 10.07 or
Section 10.08 of the Indenture which, in the case of a dividend or distribution
described in Section 10.08 of the Indenture, has a fair market value per share
(as determined by the Board of Directors) equal to more than 15% of the Sale
Price of the Common Stock on the Business Day immediately preceding the date of
declaration for such dividend or distribution, the Securities may be surrendered
for conversion beginning on the date the Company gives notice to the Holders of
such dividend or distribution, which notice shall be given not less than 20 days
prior to the Ex-Dividend Time for such dividend or distribution, and Securities
may be surrendered for conversion at any time thereafter until the close of
business on the Business Day prior to the Ex-Dividend Time or until the Company
announces that such dividend or distribution will not take place.

         A Holder's right to convert the Securities into Common Stock of the
Company is also subject to the Company's right to elect to pay such Holder the
amount of cash set forth in the next succeeding sentence (or an equivalent
amount in a combination of cash and shares of Common Stock), in lieu of
delivering all or part of such Common Stock; provided, however, that



                                     A-2-11
<PAGE>

if such payment of cash is not permitted pursuant to the provisions of the
Indenture, the Company shall deliver Common Stock (and cash in lieu of
fractional shares of Common Stock) in accordance with the Indenture, whether or
not the Company has delivered a notice pursuant to the Indenture to the effect
that the Securities will be paid in cash. The amount of cash to be paid for each
$1,000 Principal Amount at Maturity of Securities shall be equal to the average
Sale Price of a share of Common Stock of the Company for the five consecutive
Trading Days immediately following (i) the date of the Company's notice of its
election to deliver cash upon conversion, if the Company has not given a notice
of redemption pursuant to the Indenture, or (ii) the Conversion Date, in the
case of a conversion following such a notice of redemption specifying an intent
to deliver cash or a combination of cash and Common Stock upon conversion, in
either case multiplied by the Conversion Rate in effect on such Conversion Date.
If the Company shall elect to make such payment wholly in shares of Common
Stock, then such shares shall be delivered through the Conversion Agent to
Holders surrendering Securities as promptly as practicable but in any event no
later than the fifth Business Day following the Conversion Date. If, however,
the Company elects to make any portion of such payment in cash, then the
payment, including any delivery of shares of Common Stock, shall be made to
Holders surrendering Securities no later than the tenth Business Day following
the Conversion Date.

         The Company may not pay cash in lieu of delivering all or part of such
share of Common Stock upon the conversion of any Securities pursuant to the
terms of the Indenture (other than cash in lieu of fractional shares) if there
has occurred (prior to, on or after, as the case may be, the Conversion Date or
the date on which the Company delivers its notice specifying whether each
Conversion shall be converted into shares of Common Stock or cash) and is
continuing an Event of Default (other than a default in such payment on such
Securities).

         Accrued and unpaid contingent interest will not be paid in cash on
Securities that are converted but will be paid in the manner provided in the
following paragraph; provided, however, that Securities surrendered for
conversion during the period from the close of business on any record date for a
contingent interest payment to the opening of business on the date on which such
contingent interest is payable, shall be entitled to receive such contingent
interest payable on such Securities on the corresponding date on which such
contingent interest is payable and (except Securities with respect to which the
Company has mailed a notice of redemption) Securities surrendered for conversion
during such period must be accompanied by payment of an amount equal to the
contingent interest with respect thereto that the registered Holder is to
receive.

         A Holder may convert a portion of a Security if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment
or adjustment will be made for dividends on the Common Stock except as provided
in the Indenture. On conversion of a Security, accrued Original Issue Discount
attributable to the period from the Issue Date through but not including the
Conversion Date, accrued Tax OID and (except as provided above) accrued
contingent interest, if any, with respect to the converted Security shall not be
paid in cash to Holders of such Security, nor shall it 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 Security being converted
pursuant to the terms hereof; and the fair market value of such shares of Common
Stock (together with any such




                                     A-2-12
<PAGE>

cash payment in lieu of fractional shares), or cash or a combination of cash and
Common Stock in lieu thereof, shall be treated as delivered, to the extent
thereof, first in exchange for Original Issue Discount and Tax OID accrued
through the Conversion Date and accrued contingent interest, if any, and the
balance, if any, of such cash and/or the fair market value of such Common Stock
(and any such cash payment in lieu of fractional shares), or cash in lieu
thereof, shall be treated as delivered in exchange for the Issue Price of the
Security being converted pursuant to the provisions hereof.

         To convert a Security, a Holder must (1) complete and manually sign the
conversion notice below (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent, (2) surrender the
Security to the Conversion Agent, (3) furnish appropriate endorsements and
transfer documents if required by the Conversion Agent, the Company or the
Trustee and (4) pay any transfer or similar tax, if required.

         The Conversion Rate will be adjusted for dividends or distributions on
Common Stock payable in Common Stock or other Capital Stock; subdivisions,
combinations or certain reclassifications of Common Stock; distributions to all
holders of Common Stock of certain rights to purchase Common Stock for a period
expiring within 60 days of the record date for such distribution at less than
the Sale Price of the Common Stock at the Time of Determination; distributions
to such holders of assets (including shares of Capital Stock of, or similar
equity interests in, a Subsidiary or other business unit of the Company) or debt
securities of the Company or certain rights to purchase securities of the
Company (excluding any dividend, distribution or rights referred to above and
any dividend or distribution paid exclusively in cash); and certain dividends or
distributions consisting exclusively of cash to such holders, in each case as
described in the Indenture. However, no adjustment need be made if
Securityholders may participate in the transaction or in certain other cases.
The Company from time to time may voluntarily increase the Conversion Rate.

         If the Company is a party to a consolidation, merger or binding share
exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the Indenture, the right to convert a
Security into Common Stock may be changed into a right to convert it into the
kind and amount of securities, cash or other assets of the Company or another
person which the Holder would have received if the Holder had converted its
Securities immediately prior to the transaction.

10.      Conversion Arrangement on Call for Redemption.

         Any Securities called for redemption, unless surrendered for conversion
before the close of business on the second Business Day preceding the Redemption
Date, may be deemed to be purchased from the Holders of such Securities at an
amount not less than the Redemption Price, by one or more investment bankers or
other purchasers who may agree with the Company to purchase such Securities from
the Holders, to convert them into Common Stock of the Company and to make
payment for such Securities to the Trustee in trust for such Holders.



                                     A-2-13
<PAGE>

11.      Defaulted Interest.

         Except as otherwise specified with respect to the Securities, any
Defaulted Interest on any Security shall forthwith cease to be payable to the
registered Holder thereof on the relevant accrual date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Company as provided
for in Section 11.02 of the Indenture.

12.      Denominations; Transfer; Exchange.

         The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount at Maturity and integral multiples
of $1,000. A Holder may transfer or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not register
the transfer or exchange of any Securities selected for redemption (except, in
the case of a Security to be redeemed in part, the portion of the Security not
to be redeemed) or any Securities in respect of which a Purchase Notice or
Change in Control Purchase Notice has been given and not withdrawn (except, in
the case of a Security to be purchased in part, the portion of the Security not
to be purchased) or any Securities for a period of 15 days before the mailing of
a notice of redemption of Securities to be redeemed.

13.      Persons Deemed Owners.

         The registered Holder of this Security may be treated as the owner of
this Security for all purposes.

14.      Unclaimed Money or Securities.

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

15.      Amendment; Waiver.

         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding and (ii) certain Defaults may be waived with
the written consent of the Holders of a majority in aggregate Principal Amount
at Maturity of the Securities at the time outstanding. Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company and the Trustee may amend the Indenture or the
Securities to comply with Article 5 or Section 10.14 of the Indenture, to secure
the Company's obligations under this Security or to add to the Company's
covenants for the benefit of the Securityholders or to surrender any right or
power conferred, to comply with any requirement of the SEC in connection with
the qualification of the Indenture under the Trust Indenture Act of 1939 and any
amendment thereof, or as necessary in connection




                                     A-2-14
<PAGE>

with the registration of the Securities under the Securities Act, or to cure any
ambiguity, omission, defect or inconsistency, to correct or supplement any
provision, or to make any other provision with respect to matters or questions
arising under the Indenture or the Securities, so long as the interests of the
Holders of Securities are not adversely affected in any material respect.

16.      Defaults and Remedies.

         Under the Indenture, Events of Default include (i) default in the
payment of contingent interest when the same becomes due and payable, which
default continues for 30 days; (ii) default in payment of the Principal Amount
at Maturity, Issue Price plus accrued Original Issue Discount, Redemption Price,
Purchase Price or Change in Control Purchase Price, as the case may be, in
respect of the Securities when the same becomes due and payable; (iii) failure
by the Company to comply with other agreements in the Indenture or the
Securities, subject to notice and lapse of time; (iv) default under any (a)
indebtedness for any money borrowed by the Company or the Operating Company, (b)
mortgage, indenture or other instrument under which there may be issued or by
which there may be secured or evidenced any indebtedness for money borrowed by
the Company or the Operating Company or (c) guarantee by the Company or the
Operating Company of payment for money borrowed, which default consists of a
payment default at the stated maturity thereof or results in acceleration of
such indebtedness, in an aggregate principal amount outstanding under all such
indebtedness in excess of $25,000,000, subject to notice and lapse of time; (v)
final unsatisfied judgments not covered by insurance aggregating in excess of
$25,000,000 million rendered against the Company or the Operating Company and
not stayed, bonded or discharged within 60 days; and (vi) certain events of
bankruptcy or insolvency. If an Event of Default occurs and is continuing, the
Trustee, or the Holders of at least 25% in aggregate Principal Amount at
Maturity of the Securities at the time outstanding, may declare the Issue Price
plus the Original Issue Discount through the date of such declaration, and any
accrued and unpaid interest (including contingent interest) if any, through the
date of such declaration, on all the Securities to be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default
which will result in the Issue Price plus the Original Issue Discount on the
Securities, and any accrued and unpaid interest (including contingent interest)
if any, through the occurrence of such event, becoming due and payable
immediately upon the occurrence of such Events of Default.

         Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives indemnity or security reasonably satisfactory
to it. Subject to certain limitations, Holders of a majority in aggregate
Principal Amount at Maturity of the Securities at the time outstanding may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing Default (except a Default
in payment of amounts specified in clause (i) or (ii) above) if it determines
that withholding notice is in their interests.

17.      Trustee Dealings with the Company.

         Subject to certain limitations imposed by the TIA, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may




                                     A-2-15
<PAGE>

otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.

18.      No Recourse Against Others.

         A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Securities.

19.      Authentication.

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

20.      Abbreviations.

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

21.      Original Issue Discount Information Reporting Requirements.

         In accordance with the United States Treasury Regulation Section
1.1275-3, a Holder may obtain the projected payment schedule by submitting a
written request for such information to the following representative of the
Company: Anixter International Inc., 2301 Patriot Boulevard, Glenview, Illinois
60025, Attention: Corporate Secretary.

22.      GOVERNING LAW.

         THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY.

                                   ----------

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

                  Anixter International Inc.
                  2301 Patriot Boulevard
                  Glenview, IL 60025
                  Telephone No.:  (224) 521-8000
                  Facsimile No.:  (224) 521-8604
                  Attention:  General Counsel




                                     A-2-16
<PAGE>


                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                   (Insert assignee's soc. sec. or tax ID no.)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint

___________________________ agent to transfer this Security on the books of the
Company. The agent may substitute another to act for him.

                                CONVERSION NOTICE

To convert this Security into Common Stock of the Company, check the box: [ ]

To convert only part of this Security, state the Principal Amount at Maturity to
be converted (which must be $1,000 or an integral multiple of $1,000):
$
 ---------------------


If you want the stock certificate made out in another person's name, fill in the
form below:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                     (Insert assignee's soc. sec. or tax ID no.)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                           (Print or type assignee's name, address and zip code)

Date:
     ---------------------------------------------------------------------------

Your Signature:                                                                *
               -----------------------------------------------------------------

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


----------

* Your signature must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Trustee, 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 Trustee in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.



                                    A-2-17
<PAGE>



                                    EXHIBIT B

                           ANIXTER INTERNATIONAL INC.
                       Liquid Yield Option Notes due 2033
                             (Zero Coupon - Senior)

                              Transfer Certificate

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

         [ ]   A transfer of the Surrendered Securities is made to the Company
               or any subsidiaries; or

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

         [ ]   The transfer of the Surrendered Securities is to an institutional
               accredited investor, as described in Rule 501(a)(1), (2), (3) or
               (7) of Regulation D under the Securities Act; or

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

         [ ]   The transfer of the Surrendered Securities is pursuant to another
               available exemption from the registration requirement of the
               Securities Act.

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

         [ ]   The transferee is an Affiliate of the Company.



DATE:                                                                          *
     ------------------------                     ------------------------------

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

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


* Your signature must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Trustee, 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 Trustee in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.



                                     B-1-1
<PAGE>



                                   EXHIBIT B-2

                           ANIXTER INTERNATIONAL INC.
                       Liquid Yield Option Notes due 2033
                             (Zero Coupon - Senior)

             Form of Letter to be Delivered by Accredited Investors

Anixter International Inc.
2301 Patriot Boulevard
Glenview, IL 60025

The Bank of New York
101 Barclay Street
Floor 21 West
New York, NY 10286
Attention: Corporate Trust Administration


Ladies and Gentlemen:

         We are delivering this letter in connection with the proposed transfer
of beneficial interests in an amount equal to $__________ Principal Amount at
Maturity of the Liquid Yield Option Notes due 2033 ("LYONs") of Anixter
International Inc. (the "Company"), a Delaware corporation, which are
convertible into shares of the Common Stock, $1.00 par value per share (the
"Common Stock"), of the Company.

         We hereby confirm that:

                  (i) we are an "accredited investor" within the meaning of Rule
         501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended
         (the "Securities Act") (an "Institutional Accredited Investor");

                  (ii) the purchase of beneficial interests in LYONs by us is
         for our own account or for the account of one or more other
         Institutional Accredited Investors or as fiduciary for the account of
         one or more trusts, each of which is an "accredited investor" within
         the meaning of Rule 501(a)(7) under the Securities Act and for each of
         which we exercise sole investment discretion, or (B) we are a "bank,"
         within the meaning of Section 3(a)(2) of the Securities Act, or a
         "savings and loan association" or other institution described in
         Section 3(a)(5)(A) of the Securities Act that is acquiring beneficial
         interests in LYONs as fiduciary for the account of one or more
         institutions for which we exercise sole investment discretion;

                  (iii) we will acquire beneficial interests in LYONs having a
         minimum principal amount at maturity of not less than $250,000 for our
         own account or for any separate account for which we are acting;



                                      B-2-1
<PAGE>
                  (iv) we have such knowledge and experience in financial and

         business matters that we are capable of evaluating the merits and risks
         of purchasing beneficial interests in LYONs;

                  (v) on each day from the date on which we acquire the
         beneficial interests in LYONs through and including the date on which
         we dispose of our beneficial interests in such LYONs or the LYONs are
         exchanged for the Common Stock, either: (i) we are not (A) an "employee
         benefit plan" subject to the fiduciary responsibility provisions of the
         Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
         (B) a "plan" subject to Section 4975 of the Internal Revenue Code of
         1986, as amended (the "Code"), (C) an entity whose underlying assets
         include the assets of any such employee benefit plan or plan by reason
         of Department of Labor Regulation Section 2510.3-101 or otherwise, or
         (D) a governmental plan that is subject to any federal, state or local
         law which is substantially similar to the provisions of Section 406 of
         ERISA or Section 4975 of the Code, or (ii) our acquisition, holding and
         subsequent disposition of LYONs or interest therein will not result in
         a prohibited transaction under Section 406 of ERISA or Section 4975 of
         the Code (or, in the case of a governmental plan, any substantially
         similar federal, state or local law) for which an exemption is not
         available, all the conditions of which are satisfied; and

                  (vi) we are not acquiring beneficial interests in LYONs with a
         view to distribution thereof or with any present intention of offering
         or selling beneficial interests in LYONs or the Common Stock issuable
         upon conversion thereof, except as permitted below; provided that the
         disposition of our property and property of any accounts for which we
         are acting as fiduciary shall remain at all times within our control.

         We understand that the LYONs were originally offered and sold in a
transaction not involving any public offering within the United States within
the meaning of the Securities Act and that the LYONs and the shares of Common
Stock (the "Securities") issuable upon conversion thereof have not been
registered under the Securities Act, and we agree, on our own behalf and on
behalf of each account for which we acquire any beneficial interests in LYONs,
that if in the future we decide to resell or otherwise transfer such Securities
prior to the date (the "Resale Restriction Termination Date") which is two years
after the later of the last day the LYONs of this issue were issued and the last
date on which the Company or an affiliate of the Company was the owner of the
Security, such Securities may be resold or otherwise transferred only (i) to the
Company or any Subsidiary thereof, (ii) for as long as the LYONs are eligible
for resale pursuant to Rule 144A under the Securities Act ("Rule 144A"), to a
person it reasonably believes is a "qualified institutional buyer" (as defined
in Rule 144A) 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, (iii) to an Institutional Accredited
Investor that is acquiring the Security for its own account, or for the account
of such Institutional Accredited Investor for investment purposes and not with a
view to, or for offer or sale in connection with, any distribution in violation
of the Securities Act, (iv) pursuant to another available exemption from
registration under the Securities Act (if applicable) or (v) pursuant to a
registration statement which has been declared effective under the Securities
Act and, in each case, in accordance with any applicable securities laws of any
State of the United States or any other applicable jurisdiction and in
accordance with the legends set forth on the Securities. We further




                                     B-2-2
<PAGE>

agree to provide any person purchasing any of the Securities other than pursuant
to clause (v) above from us a notice advising such purchaser that resales of
such Securities are restricted as stated herein. We understand that the trustee
or the transfer agent, as the case may be, for the Securities will not be
required to accept for registration of transfer any Securities pursuant to (iii)
or (iv) above except upon presentation of evidence satisfactory to the Company
that the foregoing restrictions on transfer have been complied with. We further
understand that any Securities will be in the form of definitive physical
certificates and that such certificates will bear a legend reflecting the
substance of this paragraph, other than certificates representing Securities
transferred pursuant to clause (v) above. We understand that we may not,
directly or indirectly, engage in any hedging transaction with regard to the
LYONs except as permitted by the Securities Act.

         We acknowledge that the Company, others and you will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

         THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.



                                                  ------------------------------
                                                  (Name of Purchaser)


                                                  By:                          *
                                                     ---------------------------
                                                     Name:
                                                     Title:
                                                     Address:

----------

* Your signature must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Trustee, 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 Trustee in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.



                                     B-2-3
<PAGE>



                                    EXHIBIT C

                           Projected Payment Schedule*

Comparable Yield = 7.3%, compounded semiannually


<TABLE>
<CAPTION>
            DATE                          PROJECTED PAYMENT PER LYON
         -------------------------------------------------------------
<S>                                       <C>
          01/07/04                                  $0.00
          07/07/04                                   0.00
          01/07/05                                   0.00
          07/07/05                                   0.00
          01/07/06                                   0.00
          07/07/06                                   0.00
          01/07/07                                   0.00
          07/07/07                                   0.00
          01/07/08                                   0.00
          07/07/08                                   0.00
          01/07/09                                   0.00
          07/07/09                                   0.00
          01/07/10                                   0.00
          07/07/10                                   0.00
          01/07/11                                   0.00
          07/07/11                                   0.00
          01/07/12                                   0.00
          07/07/12                                   0.00
          01/07/13                                   0.00
          07/07/13                                   0.79
          01/07/14                                   0.82
          07/07/14                                   0.85
          01/07/15                                   0.89
          07/07/15                                   0.92
          01/07/16                                   0.96
          07/07/16                                   1.00
          01/07/17                                   1.04
          07/07/17                                   1.08
          01/07/18                                   1.12
          07/07/18                                   1.17
          01/07/19                                   1.21
          07/07/19                                   1.26
          01/07/20                                   1.31
          07/07/20                                   1.36
          01/07/21                                   1.42
          07/07/21                                   1.47
          01/07/22                                   1.53
          07/07/22                                   1.59
          01/07/23                                   1.66
</TABLE>


                                      C-1
<PAGE>

<TABLE>
<CAPTION>
            DATE                          PROJECTED PAYMENT PER LYON
         -------------------------------------------------------------
<S>                                       <C>
          07/07/23                                   1.72
          01/07/24                                   1.79
          07/07/24                                   1.86
          01/07/25                                   1.94
          07/07/25                                   2.01
          01/07/26                                   2.09
          07/07/26                                   2.18
          01/07/27                                   2.26
          07/07/27                                   2.35
          01/07/28                                   2.45
          07/07/28                                   2.54
          01/07/29                                   2.64
          07/07/29                                   2.75
          01/07/30                                   2.86
          07/07/30                                   2.97
          01/07/31                                   3.09
          07/07/31                                   3.21
          01/07/32                                   3.34
          07/07/32                                   3.47
          01/07/33                                   3.61
          07/07/33                                  3125.80
</TABLE>



* The comparable yield means the annual yield the Company would pay on a
noncontingent, nonconvertible, fixed-rate debt security with terms and
conditions otherwise comparable to those of the Securities. The schedule of
projected payments has been determined on the basis of an assumption of linear
growth of the stock price and a constant dividend yield and has not been
determined for any purpose other than for the determination of interest accruals
and adjustments thereof in respect of the Securities for United States federal
income tax purposes. The comparable yield and the schedule of projected payments
do not constitute a projection or representation regarding the amounts payable
on the Securities.




                                      C-2