<PAGE>
                                                                     EXHIBIT 4.1


                              TECH DATA CORPORATION

                 2% Convertible Subordinated Debentures due 2021

                                    Indenture


                                   Dated as of
                                December 10, 2001


                          BANK ONE TRUST COMPANY, N.A.,

                                     Trustee
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----

                                                              ARTICLE I

                                             DEFINITIONS AND INCORPORATION BY REFERENCE
<S>               <C>                                                                                          <C>
Section 1.1       Definitions....................................................................................1
Section 1.2       Other Definitions..............................................................................6
Section 1.3       Incorporation by Reference of Trust Indenture Act..............................................7
Section 1.4       Rules of Construction..........................................................................7
Section 1.5       Acts of Holders................................................................................8

<CAPTION>
                                                             ARTICLE II

                                                           THE SECURITIES
<S>               <C>                                                                                          <C>
Section 2.1       Form and Dating................................................................................9
Section 2.2       Execution and Authentication..................................................................10
Section 2.3       Registrar, Paying Agent and Conversion Agent..................................................11
Section 2.4       Paying Agent to Hold Money and Securities in Trust............................................11
Section 2.5       Securityholder Lists..........................................................................12
Section 2.6       Transfer and Exchange.........................................................................12
Section 2.7       Replacement Securities........................................................................13
Section 2.8       Outstanding Securities; Determinations of Holders' Action Securities..........................14
Section 2.9       Temporary Securities..........................................................................15
Section 2.10      Cancellation..................................................................................15
Section 2.11      Persons Deemed Owners.........................................................................15
Section 2.12      Global Securities.............................................................................16
Section 2.13      CUSIP Numbers.................................................................................20
Section 2.14      Regulation S..................................................................................20

<CAPTION>
                                                             ARTICLE III

                                                      REDEMPTION AND PURCHASES
<S>               <C>                                                                                          <C>
Section 3.1       Company's Right to Redeem; Notices to Trustee.................................................20
Section 3.2       Selection of Securities to Be Redeemed........................................................20
Section 3.3       Notice of Redemption..........................................................................21
Section 3.4       Effect of Notice of Redemption................................................................22
Section 3.5       Deposit of Redemption Price...................................................................22
Section 3.6       Securities Redeemed in Part...................................................................22
Section 3.7       Purchase of Securities by the Company at Option of the Holder.................................22
Section 3.8       Purchase of Securities at Option of the Holder upon a Fundamental Change......................28
Section 3.9       Effect of Purchase Notice or Fundamental Change Purchase Notice...............................31
</TABLE>


                                        i
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>               <C>                                                                                          <C>
Section 3.10      Deposit of Purchase Price or Fundamental Change Purchase Price................................32
Section 3.11      Securities Purchased in Part..................................................................32
Section 3.12      Covenant to Comply With Securities Laws Upon Purchase of Securities...........................33
Section 3.13      Repayment to the Company......................................................................33

<CAPTION>
                                                             ARTICLE IV

                                                              COVENANTS
<S>               <C>                                                                                          <C>
Section 4.1       Payment of Securities.........................................................................33
Section 4.2       SEC and Other Reports.........................................................................34
Section 4.3       Compliance Certificate........................................................................34
Section 4.4       Further Instruments and Acts..................................................................34
Section 4.5       Maintenance of Office or Agency...............................................................34
Section 4.6       Delivery of Certain Information...............................................................35
Section 4.7       Calculation of Original Issue Discount........................................................35

<CAPTION>
                                                              ARTICLE V

                                                        SUCCESSOR CORPORATION
<S>               <C>                                                                                          <C>
Section 5.1       When Company May Merge or Transfer Assets.....................................................35

<CAPTION>
                                                             ARTICLE VI

                                                        DEFAULTS AND REMEDIES
<S>               <C>                                                                                          <C>
Section 6.1       Events of Default.............................................................................36
Section 6.2       Acceleration..................................................................................38
Section 6.3       Other Remedies................................................................................38
Section 6.4       Waiver of Past Defaults.......................................................................39
Section 6.5       Control by Majority...........................................................................39
Section 6.6       Limitation on Suits...........................................................................39
Section 6.7       Rights of Holders to Receive Payment..........................................................40
Section 6.8       Collection Suit by Trustee....................................................................40
Section 6.9       Trustee May File Proofs of Claim..............................................................40
Section 6.10      Priorities....................................................................................40
Section 6.11      Undertaking for Costs.........................................................................41
Section 6.12      Waiver of Stay, Extension or Usury Laws.......................................................41
</TABLE>


                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----

                                                             ARTICLE VII

                                                               TRUSTEE
<S>               <C>                                                                                          <C>
Section 7.1       Duties of Trustee.............................................................................41
Section 7.2       Rights of Trustee.............................................................................42
Section 7.3       Individual Rights of Trustee..................................................................44
Section 7.4       Trustee's Disclaimer..........................................................................44
Section 7.5       Notice of Defaults............................................................................44
Section 7.6       Reports by Trustee to Holders.................................................................44
Section 7.7       Compensation and Indemnity....................................................................44
Section 7.8       Replacement of Trustee........................................................................45
Section 7.9       Successor Trustee by Merger...................................................................46
Section 7.10      Eligibility; Disqualification.................................................................46
Section 7.11      Preferential Collection of Claims Against Company.............................................46

<CAPTION>
                                                            ARTICLE VIII

                                                       DISCHARGE OF INDENTURE
<S>               <C>                                                                                          <C>
Section 8.1       Discharge of Liability on Securities..........................................................46
Section 8.2       Repayment to the Company......................................................................47

<CAPTION>
                                                             ARTICLE IX

                                                             AMENDMENTS
<S>               <C>                                                                                          <C>
Section 9.1       Without Consent of Holders....................................................................47
Section 9.2       With Consent of Holders.......................................................................48
Section 9.3       Compliance with Trust Indenture Act...........................................................49
Section 9.4       Revocation and Effect of Consents, Waivers and Actions........................................49
Section 9.5       Notation on or Exchange of Securities.........................................................49
Section 9.6       Trustee to Sign Supplemental Indentures.......................................................49
Section 9.7       Effect of Supplemental Indentures.............................................................49

<CAPTION>
                                                              ARTICLE X

                                                             CONVERSIONS
<S>               <C>                                                                                          <C>
Section 10.1      Conversion Privilege..........................................................................49
Section 10.2      Conversion Procedure..........................................................................50
Section 10.3      Fractional Shares.............................................................................51
Section 10.4      Taxes on Conversion...........................................................................51
Section 10.5      Company to Provide Stock......................................................................51
</TABLE>


                                      iii
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>               <C>                                                                                          <C>
Section 10.6      Adjustment for Change in Capital Stock........................................................52
Section 10.7      Adjustment for Rights Issue...................................................................52
Section 10.8      Adjustment for Other Distributions............................................................54
Section 10.9      Adjustment for Self Tender Offer..............................................................56
Section 10.10     When Adjustment May Be Deferred...............................................................56
Section 10.11     When No Adjustment Required...................................................................57
Section 10.12     Notice of Adjustment..........................................................................57
Section 10.13     Voluntary Increase............................................................................57
Section 10.14     Notice of Certain Transactions................................................................57
Section 10.15     Reorganization of Company; Special Distributions..............................................58
Section 10.16     Company Determination Final...................................................................58
Section 10.17     Trustee's Adjustment Disclaimer...............................................................59
Section 10.18     Simultaneous Adjustments......................................................................59
Section 10.19     Successive Adjustments........................................................................59
Section 10.20     Restriction on Common Stock Issuable Upon Conversion..........................................59

<CAPTION>
                                                             ARTICLE XI

                                                            SUBORDINATION
<S>               <C>                                                                                          <C>
Section 11.1      Terms and Conditions of Subordination.........................................................60
Section 11.2      Distribution on Acceleration of Securities; Dissolution and Reorganization....................61

<CAPTION>

                                                             ARTICLE XII

                                                            MISCELLANEOUS
<S>               <C>                                                                                          <C>
Section 12.1      Trust Indenture Act Controls..................................................................64
Section 12.2      Notices.......................................................................................64
Section 12.3      Communication by Holders with Other Holders...................................................65
Section 12.4      Certificate and Opinion as to Conditions Precedent............................................65
Section 12.5      Statements Required in Certificate or Opinion.................................................65
Section 12.6      Separability Clause...........................................................................66
Section 12.7      Rules by Trustee, Paying Agent, Conversion Agent and Registrar................................66
Section 12.8      Legal Holidays................................................................................66
Section 12.9      Governing Law.................................................................................66
Section 12.10     No Recourse Against Others....................................................................66
Section 12.11     Successors....................................................................................66
Section 12.12     Multiple Originals............................................................................66
</TABLE>


                                       iv
<PAGE>

         INDENTURE dated as of December 10, 2001 between TECH DATA COPORATION, a
corporation duly organized and existing under the laws of the State of Florida
("Company") and BANK ONE TRUST COMPANY, N.A., a national banking association
("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 2% Convertible
Subordinated Debentures due 2021:

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.1 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 Global Security, in each case to
the extent applicable to such transaction and as in effect from time to time.

         "Bid Solicitation Agent" means a bid solicitation agent appointed by
the Company to act in such capacity pursuant to Section 3 of Exhibit A-1.

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

         "Business Day" means, with respect to any Security, a day that in the
City of New York, is not a day on which banking institutions are authorized or
required by law or regulation 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 $0.0015
per share, of the Company existing on the date of this Indenture or any other
shares of Capital Stock of the Company into which such common stock shall be
reclassified or changed.


                                       1
<PAGE>

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

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by any of its Chairman of the Board and Chief
Executive Officer, Chief Financial Officer, Corporate Controller, Senior Vice
President of Taxes, Treasurer and Secretary or General Counsel, and delivered to
the Trustee.

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

         "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 153 West 51st Street, New York, New York
10019, Attention: Corporate Trust Administration, 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.

         "Depositary" means, with respect to any Global Security, a clearing
agency that is registered as such under the Exchange Act and is designated by
the Company to act as Depositary for such Global Security (or any successor
securities clearing agency so registered), which shall initially be The
Depository Trust Company.

         "Designated Senior Indebtedness" means:

         (1) Senior Indebtedness outstanding as of the date hereof;

         (2) the Company's obligations under any particular Senior Indebtedness
in which the instrument creating or evidencing the same or the assumption or
guarantee thereof, or related agreements or documents to which the Company is a
party, expressly provides that such indebtedness shall be Designated Senior
Indebtedness for purposes of this Indenture; and

         (3) Indebtedness outstanding from time to time under the Company's
Credit Agreement dated as of May 8, 2000, the Company's Receivables
Securitization Program and under the Company's Tax Retention Operating Lease
Facility, each as amended, restated, enlarged, replaced or refinanced from time
to time.

         "Disqualified Stock" means any Capital Stock of the Company that, by
its terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each


                                       2
<PAGE>

case at the option of the holder of the Capital Stock), or upon the happening of
any event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder of the
Capital Stock, in whole or in part, on or prior to the date that is 91 days
after December 15, 2021.

         "Global Securities" means Securities that are in the form of the
Securities attached hereto as Exhibit A-1 and that are issued to a Depositary.

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

         "Indebtedness" means, without duplication, (a) any liability of the
Company or any Subsidiary (provided, that for purposes of the definition of
Senior Indebtedness, Indebtedness shall refer only to the Company's
Indebtedness) (1) for borrowed money, or under any reimbursement obligation
relating to a letter of credit, or (2) evidenced by a bond, note, debenture or
similar instrument, or (3) for payment obligations arising under any conditional
sale or other title retention arrangement (including a purchase money
obligation) given in connection with the acquisition of any businesses,
properties or assets of any kind, or (4) consisting of the discounted rental
stream properly classified in accordance with generally accepted accounting
principles on the balance sheet of the Company or any Subsidiary, as lessee, as
a capitalized lease obligation, or (5) under currency agreements and interest
rate agreements, to the extent not otherwise included in this definition; (b)
any liability of others of a type described in the preceding clause (a) to the
extent that the Company or any Subsidiary has guaranteed or is otherwise legally
obligated in the respect thereof; and (c) any amendment, supplement,
modification, deferral, renewal, extension or refunding of any liability of the
types referred to in clauses (a) and (b) above. "Indebtedness" shall not be
construed to include (x) trade payables or credit on open account to trade
creditors incurred in the ordinary cause of business or (y) obligations or
liabilities incurred in connection with the sale, transfer or other disposition
of property in connection with the securitization or other asset-based financing
thereof under which the property is deemed as having been disposed of under
generally accepted accounting principles.

         "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.

         "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.

         "Last Reported Sale Price" (A) when used in the context of the Common
Stock, means the closing per share sale price (or if no closing sale price is
reported, the average of the bid and ask prices or, if more than one in either
case, the average of the average bid and the average asked prices) on that date
as reported on The Nasdaq National Market or, if the Common Stock is not then
quoted on The Nasdaq National Market, then as reported by the principal U.S.
exchange or quotation system the Common Stock is then listed or quoted; and (B)
when used in the context of a Security, means, with respect to any date of
determination, the average of the secondary market bid quotations per Security
obtained by the Bid Solicitation Agent for $5


                                       3
<PAGE>

million principal amount of the Securities at approximately 4:00 p.m., New York
time, on such determination date from three unaffiliated securities dealers
selected by the Company.

         "Liquidated Damages" has the meaning specified in the Registration
Agreement.

         "Material Subsidiary" means any subsidiary of the Company which at the
date of determination is a "significant subsidiary" as defined in Rule 1-02(w)
of Regulation S-X under the Securities Act and the Exchange Act.

         "Officer" means any of the Chairman of the Board and Chief Executive
Officer, Chief Financial Officer, Corporate Controller, Senior Vice President of
Taxes, Treasurer and Secretary or General Counsel.

         "Officers' Certificate" means a written certificate containing the
information specified in Sections 12.4 and 12.5, signed in the name of the
Company by one of the Chairman of the Board and Chief Executive Officer,
Secretary or General Counsel and one of the Chief Financial Officer, Corporate
Controller, Senior Vice President of Taxes or Treasurer. An Officers'
Certificate given pursuant to Section 4.3 shall be signed by an authorized
financial or accounting officer of the Company but need not contain the
information specified in Sections 12.4 and 12.5.

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

         "Permitted Junior Securities" means:

         (1) shares of any class of the Company's Capital Stock other than
Disqualified Stock; or

         (2) securities of the Company other than Disqualified Stock that are
subordinated in right of payment to all Senior Indebtedness that may be
outstanding at the time of issuance or delivery of such securities to
substantially the same extent as, or to a greater extent than, the Securities.

         "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.

         "Redemption Date" or "redemption date" shall mean the date specified in
a notice of redemption on which the Securities may be redeemed in accordance
with the terms of the Securities and this Indenture.

         "Redemption Price" or "redemption price" shall have the meaning set
forth in Section 5 of the Securities.

         "Registration Agreement" means the Registration Agreement dated as of
December 10, 2001, between the Company and Salomon Smith Barney Inc.


                                       4
<PAGE>

         "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer within the corporate trust administration division of the
Trustee or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with
the particular subject.

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

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

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

         "SEC" means the Securities and Exchange Commission.

         "Securities" means any of the Company's 2% Convertible Subordinated
Debentures due 2021, 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.

         "Senior Indebtedness" means, with respect to the Securities, all of the
Company's Indebtedness outstanding at any time, except (1) the Securities, (2)
the Company's outstanding Indebtedness by the terms of the instrument creating
or evidencing the same is subordinated to any of the Company's Senior
Indebtedness, including the Company's 5% Convertible Subordinated Debentures due
2003, (3) Indebtedness by the terms of the instrument creating or evidencing the
same is subordinated to or ranks pari passu with the Securities, (4)
Indebtedness of the Company to an Affiliate, and (5) interest accruing after the
filing of a petition initiating any bankruptcy, insolvency or other similar
proceeding unless such interest is an allowed claim enforceable against the
Company in a proceeding under federal or state bankruptcy laws.

         "Shelf Registration Statement" shall have the meaning set forth in the
Registration Agreement.

         "Stated Maturity", when used with respect to any Security, means
December 15, 2021.

         "Subsidiary" means any person of which at least a majority of the
outstanding Voting Stock shall at the time directly or indirectly be owned or
controlled by the Company or by one or more Subsidiaries or by the Company and
one or more Subsidiaries.

         "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.


                                       5
<PAGE>

         "trading day" means a day during which trading in securities generally
occurs on The Nasdaq National Market or, if the Common Stock is not quoted on
The Nasdaq National Market, on the principal U.S. national or regional
securities exchange on which the Common Stock is then listed or traded.

         "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" of a person means Capital Stock of such person of the
class or classes pursuant to which the holders thereof have the general voting
power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of such person (irrespective of whether or not
at the time the Capital Stock of any other class or classes shall have or might
have voting power by reason of the happening of any contingency).

         Section 1.2 Other Definitions.

<TABLE>
<CAPTION>
Term Section:                                                                              Defined in:
<S>                                                                                        <C>
"Act"...............................................................................       1.5
"Administrative Action".............................................................       Exhibit A-1
"Agent Members".....................................................................       2.12(e)
"Average Sale Price.................................................................       10.7
"beneficial owner"..................................................................       3.8(a)
"cash"..............................................................................       3.7(b)
"Cash Dividend".....................................................................       Exhibit A-1
"Clearstream".......................................................................       2.1(a)
"Company Notice"....................................................................       3.7(e)
"Company Notice Date"...............................................................       3.7(c)
"Contingent Interest"...............................................................       Exhibit A-1
"Contingent Interest Period"........................................................       Exhibit A-1
"Conversion Agent"..................................................................       2.3
"Conversion Date"...................................................................       10.2
"Conversion Price"..................................................................       Exhibit A-1
"Conversion Rate"...................................................................       10.1
"Euroclear".........................................................................       2.1(a)
"Event of Default"..................................................................       6.1
"Exchange Act"......................................................................       3.7(d)
"Ex-Dividend Time"..................................................................       10.1
"Extraordinary Cash Dividend".......................................................       10.8
"Fundamental Change"................................................................       3.8(a)
"Fundamental Change Purchase Date"..................................................       3.8(a)
"Fundamental Change Purchase Notice"................................................       3.8(b)
"Fundamental Change Purchase Price".................................................       3.8(a)
"Interest Payment Date".............................................................       Exhibit A-1
"Legal Holiday".....................................................................       12.8
</TABLE>


                                       6
<PAGE>

<TABLE>
<S>                                                                                        <C>
"Legend"............................................................................       2.6(f)
"Market Price"......................................................................       3.7(d)
"Notice of Default".................................................................       6.1
"Option Exercise Date"..............................................................       Exhibit A-1
"Paying Agent"......................................................................       2.3
"Payment Blockage Notice............................................................       11.1
"Payment Blockage Period............................................................       11.1
"Payment Default"...................................................................       6.1(6), 11.1
"Purchase Date".....................................................................       3.7(a)
"Purchase Notice"...................................................................       3.7(a)
"Purchase Price"....................................................................       3.7(a)
"QIB"...............................................................................       2.1(a)
"Reference Fixed Rate"..............................................................       Exhibit A-1
"Registrar".........................................................................       2.3
"Regular Record Date"...............................................................       Exhibit A-1
"Regulation S"......................................................................       2.1(a)
"Reset Rate"........................................................................       Exhibit A-1
"Reset Rate Agent"..................................................................       Exhibit A-1
"Rule 144A".........................................................................       2.1(a)
"Rule 144A Information".............................................................       4.6
"Securities Act"....................................................................       3.7(d)
"Time of Determination".............................................................       10.1
</TABLE>

         Section 1.3 Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The 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 1.4 Rules of Construction. Unless the context otherwise
requires:

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


                                       7
<PAGE>

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

         (3) "or" is not exclusive;

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

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

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

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

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

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

          (e)     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 board resolution, 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


                                       8
<PAGE>

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 II

                                 THE SECURITIES

         Section 2.1 Form and Dating. The Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibits A-1
and A-2, which are a part of this Indenture. To the extent any provisions of the
Securities and this Indenture are in conflict, the provisions of this Indenture
shall control. The Securities may have notations, legends or endorsements
required by law, stock exchange rule or usage (provided that any such notation,
legend or endorsement required by usage is in a form acceptable to the Company).
The Company shall provide any such notations, legends or endorsements to the
Trustee in writing. Each Security shall be dated the date of its authentication.

          (a)         144A/Regulation S Global Securities. The Securities are
being offered and sold (i) in reliance on Regulation S under the Securities Act
("Regulation S") or (ii) to "qualified institutional buyers" as defined in Rule
144A ("QIBs") in reliance on Rule 144A under the Securities Act ("Rule 144A"),
and shall be issued in the form of one or more permanent Global Securities
substantially in the form of Exhibit A-1. Such Global Securities shall be
deposited on behalf of the purchasers of the Securities represented thereby with
the Trustee, as custodian for the Depositary, and registered in the name of the
Depositary or a nominee of the Depositary for the accounts of participants in
the Depositary (and, in the case of Securities held in accordance with
Regulation S, registered with the Depositary for the accounts of designated
agents holding on behalf of the Euroclear S.A./N.V., as operator of the
Euroclear System ("Euroclear") or Clearstream Banking, societe anonyme
("Clearstream")), duly executed by the Company and authenticated by the Trustee
as hereinafter provided. The aggregate principal amount of a Global Security may
from time to time be increased or decreased by adjustments made on the records
of the Trustee and the Depositary or its nominee as hereinafter provided.

          (b)         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 amount of outstanding
Securities from time to time endorsed thereon and that the aggregate amount 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 of a Global Security
to reflect the amount of any increase or decrease in the amount 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.


                                       9
<PAGE>

          (c)         Book-Entry Provisions. This Section 2.1(c) 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 2.1(c), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depositary or its
nominee, (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 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."

          (d)     Certificated Securities. In the event that the Securities are
issued as Certificated Securities, including pursuant to Section 2.12(a)(ii),
such Securities will be issued substantially in the form of Exhibit A-2 attached
hereto.

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

         Securities bearing the manual or facsimile signatures of individuals
who were, at the time of the execution of the Securities, Officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the


                                       10
<PAGE>

authentication and delivery of such Securities or did not hold such offices at
the date of authentication of such Securities.

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

         The Trustee shall authenticate and deliver the Securities for original
issue in an aggregate principal amount of up to $300,000,000 upon one or more
Company Orders without any further action by the Company. The aggregate
principal amount of the Securities due at the Stated Maturity thereof
outstanding at any time may not exceed the amount set forth in the foregoing
sentence.

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

         Section 2.3 Registrar, Paying Agent and Conversion Agent. The Company
shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange ("Registrar"), an office or agency
where Securities may be presented for purchase or payment ("Paying Agent") and
an office or agency where Securities may be presented for conversion
("Conversion Agent"). The Registrar shall keep a register of the Securities and
of their transfer and exchange. The Company may have one or more co-registrars,
one or more additional paying agents and one or more additional conversion
agents. The term Paying Agent includes any additional paying agent, including
any named pursuant to Section 4.5. The term Conversion Agent includes any
additional conversion agent, including any named pursuant to Section 4.5.

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

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

         Section 2.4 Paying Agent to Hold Money and Securities in Trust. Except
as otherwise provided herein, on or prior to each due date of payments in
respect of any Security, the Company shall deposit with the Paying Agent a sum
of money (in immediately available funds if deposited on the due date) or shares
of Common Stock if permitted under this Indenture, 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 shares of
Common Stock held by


                                       11
<PAGE>

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 shares of 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 shares of 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 shares of 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 shares of Common
Stock.

         Section 2.5 Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall cause the Registrar to furnish to the Trustee at
least semiannually on June 1 and December 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 2.6 Transfer and Exchange. (a) Subject to Section 2.12 hereof,
upon surrender for registration of transfer of any Security, together with a
written instrument of transfer satisfactory to the Registrar duly executed by
the Securityholder or such Securityholder's attorney duly authorized in writing,
at the office or agency of the Company designated as Registrar or co-registrar
pursuant to Section 2.3, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of any authorized denomination or
denominations, of a like aggregate principal amount. The Company shall not
charge a service charge for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to pay all taxes, assessments or
other governmental charges that may be imposed in connection with the transfer
or exchange of the Securities from the Securityholder requesting such transfer
or exchange.

         At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denomination or denominations, of a like aggregate
principal amount, upon surrender of the Securities to be exchanged, 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 such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities, which the Holder making the exchange is entitled to
receive.

         The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of Securities selected for redemption (except,
in the case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or any Securities in respect of which a Purchase Notice or Fundamental
Change Purchase Notice has been given and not withdrawn by the Holder thereof in
accordance with the terms of this Indenture (except, in the case of Securities
to be purchased in part, the portion thereof not to be purchased) or any
Securities for a period of 15 days before the selection of Securities to be
redeemed in part.


                                       12
<PAGE>

          (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 and this Section 2.6(b). Transfers of a
Global Security shall be limited to transfers of such Global Security in whole
or in part, to the Depositary, 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 2.3 hereof shall
provide to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities upon transfer or
exchange of Securities.

          (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 transfer, exchange or
replacement of Securities subject to restrictions on transfer and bearing the
legends set forth on the forms 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 in the case of a transfer pursuant to Rule 144 under the
Securities Act may 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, Regulation S 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 is removed from the face of a Security and the Security is subsequently
held by the Company or an Affiliate of the Company, the Legend shall be
reinstated.

         Section 2.7 Replacement Securities. If (a) any mutilated Security is
surrendered to the Trustee, or (b) the Company and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Security, and
there is delivered to the Company and the Trustee such security or indemnity as
may be required by them to 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, the Company shall execute and upon its written request the
Trustee shall authenticate and deliver, in exchange for any such mutilated
Security or in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and principal amount, bearing a certificate number not
contemporaneously outstanding.


                                       13
<PAGE>

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

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

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

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

         Section 2.8 Outstanding Securities; Determinations of Holders' Action
Securities. Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those cancelled by it, those paid
pursuant to Section 2.7, those delivered to it for cancellation and those
described in this Section 2.8 as not outstanding. A Security does not cease to
be outstanding because the Company or an Affiliate thereof holds the Security;
provided, however, that in determining whether the Holders of the requisite
principal amount of Securities have given or concurred in any request, demand,
authorization, direction, notice, consent 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 VI and IX).

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

         If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day following a Purchase Date or a
Fundamental Change 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, Fundamental Change
Purchase Date or Stated Maturity, as the case may be, such Securities shall
cease to be outstanding and interest, if any, on such Securities shall cease to
accrue; provided, that if such


                                       14
<PAGE>

Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made.

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

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

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

         Section 2.10 Cancellation. All Securities surrendered for payment,
purchase by the Company pursuant to Article III, 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 X. 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 in the records of the Registrar as the owner of such Security for the
purpose of receiving payment of principal of the Security or the payment of any
Redemption Price, Purchase Price or Fundamental Change Purchase Price in respect
thereof, and interest thereon, for the purpose of conversion and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.


                                       15
<PAGE>

         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
2.6(b) and Section 2.12(a)(i), (B) transfers of a beneficial interest in a
Global Security for a Certificated Security shall comply with Section 2.6 and
Section 2.12(a)(ii) below, and (C) transfers of a Certificated Security shall
comply with Section 2.6 and Sections 2.12(a)(iii) and (iv) below.

                  (i)      Transfer of Global Security. A Global Security may
         not be transferred, in whole or in part, to any person other than the
         Depositary or one or more nominees 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 the circumstances contemplated in Section 2.12(e)(1) below
         and additionally, 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,

                  (B)      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, and

                  (C)      if the Company so requests, an opinion of counsel or
                           other evidence reasonably satisfactory to it as to
                           the compliance with the restrictions set forth in the
                           Legend,

         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 of the Securities represented by the Global Security to be
         decreased by the aggregate principal amount 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 of the Certificated Security so issued.


                                       16
<PAGE>

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

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

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

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

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

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

                  (A)      if such Certificated Securities are being 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 Securities are being transferred
                           pursuant to an exemption from registration, (i) a
                           certification to that effect (in the form set forth
                           in Exhibit B, if applicable) and (ii) if the Company
                           so requests, an opinion of counsel or other evidence
                           reasonably satisfactory to it as to the compliance
                           with the restrictions set forth in the Legend.

                  (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:

                  (I)      so long as the Securities are Restricted Securities,
         certification, in the form set forth in Exhibit B, that such
         Certificated Security is being transferred in accordance with Rule
         144A, Regulation S or Rule 144; and

                  (II)     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


                                       17
<PAGE>

         reflect an increase 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
         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 of Securities
         represented by the Global Security to be increased by the aggregate
         principal amount 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 of the Certificated Security so
         cancelled. 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.

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

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

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

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


                                       18
<PAGE>

         (1)      Notwithstanding any other provisions of this Indenture or the
                  Securities, a Global Security shall not be exchanged in whole
                  or in part for a Security registered in the name of any person
                  other than the Depositary or one or more nominees or any
                  successor 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, or (ii) an
                  Event of Default has occurred and is continuing with respect
                  to the Securities. Any Global Security exchanged pursuant to
                  clause (i) above shall be so exchanged in whole and not in
                  part, and any Global Security exchanged pursuant to clause
                  (ii) 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
                  and shall be deemed a Certificated 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 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 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.


                                       19
<PAGE>

         (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 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 may issue the Securities with
one or more "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.

         Section 2.14 Regulation S. The Company agrees that it will refuse to
register any transfer of Securities or any shares of Common Stock issued upon
conversion of Securities that is not made in accordance with the provisions of
Regulation S under the Securities Act, pursuant to a registration statement
which has been declared effective under the Securities Act or pursuant to an
available exemption from the registration requirements of the Securities Act;
provided that the provisions of this paragraph shall not be applicable to any
Securities which do not bear a Legend or to any shares of Common Stock evidenced
by certificates which do not bear a Restricted Common Stock Legend.

                                  ARTICLE III

                            REDEMPTION AND PURCHASES

         Section 3.1 Company's Right to Redeem; Notices to Trustee. The Company,
at its option, may redeem the Securities in accordance with the provisions of
Section 5 of the Securities. If the Company elects to redeem Securities pursuant
to Section 5 of the Securities, it shall notify the Trustee in writing of the
Redemption Date, the principal amount of Securities to be redeemed and the
Redemption Price. The Company shall give the notice to the Trustee provided for
in Section 3.3 by a Company Order, at least 40 days before the Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee).

         Section 3.2 Selection of Securities to Be Redeemed. If less than all
the Securities are to be redeemed, unless the procedures of the Depositary
provide otherwise, the Trustee shall select


                                       20
<PAGE>

the Securities to be redeemed by lot, on a pro rata basis or by another method
the Trustee considers fair and appropriate (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 35 days but not more than
60 days before the Redemption Date from outstanding Securities not previously
called for redemption. The Trustee may select for redemption portions of the
principal amount of Securities that have denominations larger than $1,000.
Securities and portions of Securities that the Trustee selects shall be in
principal amounts of $1,000 or an integral multiple of $1,000. Provisions of
this Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption. The Trustee shall notify the
Company promptly of the Securities or portions of the Securities to be redeemed.
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 3.3 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;

         (3)      the Conversion Rate;

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

         (5)      that Securities called for redemption may be converted at any
time before the close of business on the date that is two (2) Business Days
prior to the Redemption Date;

         (6)      that Holders who want to convert their Securities must satisfy
the requirements set forth in Section 8 of the Securities;

         (7)      that Securities called for redemption must be surrendered to
the Paying Agent at least two (2) Business Days prior to the Redemption Date to
collect the Redemption Price;

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

         (9)      that, unless the Company defaults in making payment of such
Redemption Price, interest, if any, on Securities called for redemption will
cease to accrue on and after the Redemption Date; and

         (10)     the CUSIP number(s) of the Securities.


                                       21
<PAGE>

         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 three Business Days prior to the date by
which such notice of redemption must be given to Holders in accordance with this
Section 3.3.

         Section 3.4 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 stated in the notice except for
Securities which are converted in accordance with the terms of this Indenture.

         Section 3.5 Deposit of Redemption Price. Prior to 10:00 a.m. (New York
City time), on the Redemption Date, the Company shall deposit with the Paying
Agent (or if the Company or a Subsidiary or an Affiliate of either of them is
the Paying Agent, shall segregate and hold in trust) money sufficient to pay the
Redemption Price of 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 X. 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 3.6 Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Security in an authorized
denomination equal in principal amount to the unredeemed portion of the Security
surrendered.

         Section 3.7 Purchase of Securities by the Company at Option of the
Holder. (a) General. Securities shall be purchased by the Company pursuant to
Section 6 of the Securities at the option of the Holder on December 15, 2005,
December 15, 2009, December 15, 2013 and December 15, 2017 (each, a "Purchase
Date"), at the principal amount plus accrued and unpaid interest, if any, on
such Purchase Date (the "Purchase Price"). Purchases of Securities hereunder
shall be made, 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") during the period beginning
                  at any time from the opening of business on the date that is
                  20 Business Days prior to the relevant Purchase Date until the
                  close of business on the last Business Day prior to such
                  Purchase Date stating:

                  (A)      the certificate number of the Security which the
                           Holder will deliver to be purchased or the
                           appropriate Depositary procedures if Certificated
                           Securities have not been issued,

                  (B)      the portion of the principal amount of the Security
                           which the Holder will deliver to be purchased, which
                           portion must be in principal amounts of $1,000 or an
                           integral multiple thereof,


                                       22
<PAGE>

                  (C)      that such Security shall be purchased by the Company
                           as of the Purchase Date pursuant to the terms and
                           conditions specified in Section 6 of the Securities
                           and in this Indenture, and

                  (D)      in the event the Company elects, pursuant to Section
                           3.7(b), to pay the Purchase Price, in whole or in
                           part, in shares of Common Stock but such portion of
                           the Purchase Price shall ultimately be paid to such
                           Holder entirely in cash because any of the conditions
                           to payment of the Purchase Price in shares of Common
                           Stock is not satisfied prior to the close of business
                           on the last Business Day prior to the relevant
                           Purchase Date, as set forth in Section 3.7(d),
                           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 and certificate numbers, if any, 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 3.7 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 3.9,
fails to indicate such Holder's choice with respect to the election set forth in
clause (D) of Section 3.7(a)(1), such Holder shall be deemed to have elected to
receive cash in respect of the entire 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 3.7, a portion of a Security, only if the principal amount 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 3.7 shall be consummated by the delivery of the consideration to be
received by the Holder 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 3.7(a)
shall have the right to withdraw such Purchase Notice at any time prior to the
close of business two Business Days prior to the Purchase Date by delivery of a
written notice of withdrawal to the Paying Agent in accordance with Section 3.9.


                                       23
<PAGE>

         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
for Payment. The Securities to be purchased on any Purchase Date pursuant to
Section 3.7(a) may be paid for, in whole or in part, at the election of the
Company, in U.S. legal tender ("cash") or shares of Common Stock, or in any
combination of cash and shares of Common Stock, subject to the conditions set
forth in Sections 3.7(c) and (d). The Company shall designate, in the Company
Notice delivered pursuant to Section 3.7(e), whether the Company will purchase
the Securities for cash or shares of 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 shares of Common Stock; provided that the Company will pay cash
for fractional shares of 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 3.7 shall receive the same percentage of cash
or shares of Common Stock in payment of the Purchase Price for such Securities,
except (i) as provided in Section 3.7(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 shares of Common
Stock because any necessary qualifications or registrations of the shares of
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 Holders except pursuant to this Section 3.7(b) or
pursuant to Section 3.7(d) in the event of a failure to satisfy, prior to the
close of business two Business Days prior to the Purchase Date, any condition to
the payment of the Purchase Price, in whole or in part, in shares of Common
Stock.

         At least three Business Days before each Company Notice Date (as
defined below), 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 3.7(e) in the
         Company Notice,

                  (iii)    if the Company elects to pay the Purchase Price, or a
         specified percentage thereof, in shares of Common Stock, that the
         conditions to such manner of payment set forth in Section 3.7(d) have
         been or will be complied with,

                  (iv)     whether the Company desires the Trustee to give the
         Company Notice required by Section 3.7(e), and

                  (v)      the principal amount of the Securities plus accrued
         and unpaid interest.

         (c)      Purchase with Cash. At the option of the Company, the Purchase
Price of Securities in respect of which a Purchase Notice pursuant to Section
3.7(a) 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. The
Company Notice, as provided in Section 3.7(e), shall be


                                       24
<PAGE>

sent to Holders not less than 20 Business Days prior to such Purchase Date (the
"Company Notice Date").

         (d)      Payment by Issuance of shares of Common Stock. At the option
of the Company, the Purchase Price of Securities in respect of which a Purchase
Notice pursuant to Section 3.7(a) 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 obtained by dividing (i) the portion of the
Purchase Price to be paid in shares of Common Stock by (ii) 95% in the case of
the first Purchase Date and 97.5% for each subsequent Purchase Date, of the
Market Price of one share of Common Stock as determined by the Company in the
Company Notice, subject to the next succeeding paragraph, except that accrued
and unpaid interest must be paid in cash.

         The Company will not issue fractional shares of Common Stock in payment
of the Purchase Price. Instead, the Company will pay cash based on 95% or 97.5%
of the Market Price, as the case may be, for all fractional shares. 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).

         If the Company elects to purchase the Securities by the issuance of
shares of Common Stock, the Company Notice, as provided in Section 3.7(e), shall
be sent to the Holders not later than the Company Notice Date.

         The Company's right to exercise its election to purchase Securities
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 of an election to purchase all or a specified percentage of the
         Securities with shares of Common Stock as provided herein;

                  (ii)     the registration of such shares of Common Stock 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 by applicable law;

                  (iii)    the approval for quotation of such shares of Common
         Stock on The Nasdaq National Market or other principal U.S. exchange or
         market on which the shares of Common Stock are listed or traded;

                  (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 by the Purchase Date of an
         Officers' Certificate and an Opinion of Counsel each stating that:

                  (A)      the terms of the issuance of the shares of 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,


                                       25
<PAGE>

                           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 the conditions 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 the conditions in
                           clauses (ii) through (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 of Securities and the
                           Last Reported Sale Price of a share of Common Stock
                           on each trading day during the period commencing on
                           the first trading day of the period during which the
                           Market Price is calculated and ending on the third
                           trading day prior to the applicable Purchase Date.

         The Company may pay the Purchase Price (or any portion thereof) in
shares of 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 last Business Day prior to the Purchase Date,
and the Company has elected to purchase the Securities pursuant to this Section
3.7 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 Last Reported Sale Prices
of the shares of Common Stock for the 20 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, or if not, then on the
last trading day prior to the third Business Day), appropriately adjusted to
take into account the occurrence, during the period commencing on the first of
the trading days during the 20 trading day period and ending on the Purchase
Date, of any event described in Sections 10.6, 10.7, 10.8 or 10.9; subject,
however, to the conditions set forth in Sections 10.10 and 10.11.

         Upon determination of the actual number of shares of Common Stock to be
issued upon redemption of Securities, the Company will disseminate a press
release through PR Newswire containing this information or publish the
information on the Company's web site or through such other public medium as the
Company may use at that time.

         (e)      Notice of Election. In connection with any purchase of
Securities pursuant to Section 6 of the Securities, the Company shall give
notice to Holders setting forth information specified in this Section 3.7(e)
(the "Company Notice").

         In the event the Company has elected to pay the Purchase Price (or a
specified percentage thereof) with shares of Common Stock, the Company Notice
shall:

         (1)      state that each Holder will receive shares of Common Stock,
                  95% or 97.5%, as the case may be, of the Market Price
                  (determined as of a specified date prior to the Purchase Date)
                  of which shares will be equal to such specified percentage of


                                       26
<PAGE>

                  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
                  shares of Common Stock; and

         (3)      state that because the Market Price of shares of Common Stock
                  will be determined prior to the Purchase Date, Holders of the
                  Securities will bear the market risk with respect to the value
                  of the shares of 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 Holder and shall state:

                  (i)      the Purchase Price and the Conversion Rate;

                  (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 if they are otherwise convertible only in
         accordance with Article X hereof and Section 8 of the Securities 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;

                  (v)      that the Purchase Price for any security as to which
         a Purchase Notice has been given and not withdrawn 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 its
         put rights under this Section 3.7 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 3.7(a)(1)(D) or Section 3.9);

                  (ix)     that, unless the Company defaults in making payment
         on Securities for which a Purchase Notice has been submitted, interest,
         if any, on such Securities will cease to accrue on the Purchase Date;
         and

                  (x)      the CUSIP number of the Securities.

         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


                                       27
<PAGE>

such Company Notice shall be prepared by the Company and provided to the Trustee
at least 3 Business Days in advance of the Company Notice Date.

         (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 purchases under this Section 3.7 or for fractional interests,
as applicable) or shares of Common Stock, or a combination thereof, as
applicable, at the time and in the manner as provided in Section 3.10,
sufficient to pay the aggregate Purchase Price of all Securities to be purchased
pursuant to this Section 3.7. As soon as practicable after the later of the
Purchase Date and the time of surrender of the Security, the Company shall
deliver to each Holder entitled to receive shares of 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 the shares of Common
Stock is registered shall be treated as a holder of record of Common Stock on
the Business Day following the date of delivery of such certificate as described
in the previous sentence. No payment or adjustment will be made for dividends on
the shares of Common Stock the record date for which occurred on or prior to the
Purchase Date.

         (h)      Taxes. If a Holder of a purchased Security is paid in shares
of Common Stock, the Company shall pay any documentary, stamp or similar issue
or transfer tax due on such issue of Common Stock. However, the Holder shall pay
any such tax which is due because the Holder requests the 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 shares of 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 3.8 Purchase of Securities at Option of the Holder upon a
Fundamental Change. (a) If a Fundamental Change occurs, the Securities not
previously purchased by the Company shall be purchased by the Company, at the
option of the Holder thereof, at a purchase price specified in Section 6 of the
Securities (the "Fundamental Change Purchase Price"), as of the date that is 45
days after the date of the notice of Fundamental Change delivered by the Company
(the "Fundamental Change Purchase Date"), subject to satisfaction by or on
behalf of the Holder of the requirements set forth in Section 3.8(c).

         A "Fundamental Change" shall be deemed to have occurred at such time
after the Securities are originally issued as any of the following events shall
occur:

                  (i)      any person acquires beneficial ownership, directly or
         indirectly, through a purchase, merger or other acquisition transaction
         or series of transactions, of shares of the Company's Capital Stock
         entitling the person to exercise 50% or more of the total voting power
         of all shares of the Company's Capital Stock that are entitled to vote
         generally in


                                       28
<PAGE>

         elections of directors, other than an acquisition by the Company, any
         of its Subsidiaries or any of its employee benefit plans; or

                  (ii)     the Company merges or consolidates with or into any
         other person, any merger of another person into the Company, or the
         Company conveys, sells, transfers or leases all or substantially all of
         its assets to another person, other than any transaction:

                  (A)      that does not result in any reclassification,
                           conversion, exchange or cancellation of outstanding
                           shares of the Company's Capital Stock, or

                  (B)      pursuant to which the holders of Common Stock
                           immediately prior to the transaction have the
                           entitlement to exercise, directly or indirectly, 50%
                           or more of the total voting power of all shares of
                           Capital Stock entitled to vote generally in the
                           election of directors of the continuing or surviving
                           corporation immediately after the transaction, or

                  (C)      which is effected solely to change the Company's
                           jurisdiction of incorporation and results in a
                           reclassification, conversion or exchange of
                           outstanding shares of the Common Stock solely into
                           shares of common stock of the surviving entity; or

                  (iii)    any time the Company's Continuing Directors do not
         constitute a majority of the Board of Directors of the Company (or, if
         applicable, a successor corporation to the Company).

Notwithstanding the foregoing provisions of this Section 3.8, a Fundamental
Change shall not be deemed to have occurred if (A) the Last Reported Sale Price
per share of Common Stock for any five trading days within the period of 10
consecutive trading days ending immediately after the later of a Fundamental
Change or the public announcement of a Fundamental Change, in the case of a
Fundamental Change relating to an acquisition of Capital Stock, or the period of
10 consecutive trading days ending immediately before a Fundamental Change, in
the case of a Fundamental Change relating to a merger, consolidation or asset
sale, equals or exceeds 105% of the Conversion Price of the Securities in effect
on each of those trading days or (B) 95% or more of the consideration in a
merger or consolidation otherwise constituting a Fundamental Change under clause
(i) and/or clause (ii) above consists of shares of common stock traded on a
national securities exchange or quoted on The Nasdaq National Market (or will be
so traded or quoted immediately following the merger or consolidation) and as a
result of the merger or consolidation the Securities become convertible into
such common stock. For purposes of this Section 3.8, (x) whether a person is a
"beneficial owner" shall be determined in accordance with Rule 13d-3 under the
Exchange Act and (y) "person" includes any syndicate or group that would be
deemed to be a "person" under Section 13(d)(3) of the Exchange Act.

         (b)      No later than 30 days after the occurrence of a Fundamental
Change, the Company shall mail a written notice of the Fundamental Change by
first-class mail to the Trustee and to each Holder. The notice shall include a
form of written notice of purchase (the "Fundamental Change Purchase Notice") to
be completed by the Holder and shall state:


                                       29
<PAGE>

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

         (2)      the date by which the Fundamental Change Purchase Notice
                  pursuant to this Section 3.8 must be given;

         (3)      the Fundamental Change Purchase Date;

         (4)      the Fundamental Change Purchase Price;

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

         (6)      the Conversion Rate and any adjustments thereto;

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

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

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

         (10)     briefly, the procedures the Holder must follow to exercise
                  rights under this Section 3.10;

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

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

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

         (14)     the CUSIP number(s) of the Securities.

         (c)      A Holder may exercise its rights specified in Section 3.8(a)
upon delivery of an Fundamental Change Purchase Notice to the Paying Agent at
any time on or prior to the 30th day after the date the Company delivers its
written Fundamental Change notice, stating:

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


                                       30
<PAGE>

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

         (3)      that such Security shall be purchased pursuant to the terms
                  and conditions specified in Section 6 of the Securities.

         The delivery of such Security to the Paying Agent with the Fundamental
Change Purchase Notice (together with all necessary endorsements) at the offices
of the Paying Agent shall be a condition to the receipt by the Holder of the
Fundamental Change Purchase Price therefor; provided, however, that such
Fundamental Change Purchase Price shall be so paid pursuant to this Section 3.8
only if the Security so delivered to the Paying Agent shall conform in all
respects to the description thereof set forth in the related Fundamental Change
Purchase Notice.

         The Company shall purchase from the Holder thereof, pursuant to this
Section 3.8, a portion of a Security only if the principal amount 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 3.8 shall be consummated by the delivery of the consideration to be
received by the Holder on the Fundamental Change Purchase Date.

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

         Section 3.9 Effect of Purchase Notice or Fundamental Change Purchase
Notice. Upon receipt by the Paying Agent of the Purchase Notice or the
Fundamental Change Purchase Notice specified in Section 3.7(a) or Section
3.8(c), as applicable, the Holder of the Security in respect of which such
Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was
given shall (unless such Purchase Notice or Fundamental Change Purchase Notice,
as the case may be, is withdrawn as specified in the following two paragraphs)
thereafter be entitled to receive solely the Purchase Price or the Fundamental
Change Purchase Price, as the case may be, with respect to such Security. Such
Purchase Price or Fundamental Change Purchase Price shall be paid to such
Holder, subject to receipts of funds and/or securities by the Paying Agent, as
soon as practicable following the later of (x) the Purchase Date or the
Fundamental Change Purchase Date, as the case may be, with respect to such
Security (provided the conditions in Section 3.7(a) or Section 3.8(c), 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
3.7(a) or Section 3.8(c), as applicable. Securities in respect of which a
Purchase Notice or Fundamental Change Purchase Notice has been given by the
Holder thereof may not be converted pursuant to Article X hereof on or after the
date of the delivery of such Purchase Notice or Fundamental Change Purchase
Notice unless such Purchase Notice or Fundamental Change Purchase Notice has
first been validly withdrawn as specified in the following two paragraphs.


                                       31
<PAGE>

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

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

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

         (3)      the principal amount, if any, of such Security which remains
                  subject to the original Purchase Notice or Fundamental Change
                  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
3.7(a)(1)(D) or (ii) a conditional withdrawal containing the information set
forth in Section 3.7(a)(1)(D) and the preceding paragraph and contained in a
written notice of withdrawal delivered to the Paying Agent as set forth in the
preceding paragraph.

         There shall be no purchase of any Securities pursuant to Section 3.7 or
3.8 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
Fundamental Change 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
Fundamental Change Purchase Price, as the case may be, 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
Fundamental Change 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
Fundamental Change Purchase Price, as the case may be, with respect to such
Securities) in which case, upon such return, the Purchase Notice or Fundamental
Change Purchase Notice with respect thereto shall be deemed to have been
withdrawn.

         Section 3.10 Deposit of Purchase Price or Fundamental Change Purchase
Price. Prior to 10:00 a.m. (local time in the City of New York) on the Purchase
Date or the Fundamental Change 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 2.4) an amount of cash
(in immediately available funds if deposited on such Business Day) or Common
Stock, if permitted hereunder, sufficient to pay the aggregate Purchase Price or
Fundamental Change Purchase Price, as the case may be, of all the Securities or
portions thereof which are to be purchased as of the Purchase Date or
Fundamental Change Purchase Date, as the case may be.

         Section 3.11 Securities Purchased in Part. Any Certificated Security
which is to be purchased only in part shall be surrendered at the office of the
Paying Agent (with, if the


                                       32
<PAGE>

Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or such Holder's attorney duly authorized in writing) and
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security, without service charge, a new Security or Securities,
of any authorized denomination as requested by such Holder in aggregate
principal amount equal to, and in exchange for, the portion of the principal
amount of the Security so surrendered which is not purchased.

         Section 3.12 Covenant to Comply With Securities Laws Upon Purchase of
Securities. When complying with the provisions of Section 3.7 or 3.8 hereof
(provided that such offer or purchase constitutes an "issuer tender offer" for
purposes of Rule 13e-4 (which term, as used herein, includes any successor
provision thereto) under the Exchange Act at the time of such offer or
purchase), the Company shall (i) comply with Rule 13e- 4 and Rule 14e-1 (or any
successor provision) under the Exchange Act, (ii) file the related Schedule TO
(or any successor schedule, form or report) under the Exchange Act, and (iii)
otherwise comply with all Federal and state securities laws so as to permit the
rights and obligations under Sections 3.7 and 3.8 to be exercised in the time
and in the manner specified in Sections 3.7 and 3.8.

         Section 3.13 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 Section 12 of the Securities, together with interest or
dividends, if any, thereon (subject to the provisions of Section 7.1(f)), held
by them for the payment of the Purchase Price or Fundamental Change Purchase
Price, as the case may be; provided, however, that to the extent that the
aggregate amount of cash or shares of Common Stock deposited by the Company
pursuant to Section 3.10 exceeds the aggregate Purchase Price or Fundamental
Change Purchase Price, as the case may be, of the Securities or portions thereof
which the Company is obligated to purchase as of the Purchase Date or
Fundamental Change Purchase Date, as the case may be, then, unless otherwise
agreed in writing with the Company, promptly after the Business Day following
the Purchase Date or Fundamental Change 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 7.1(f)).

                                   ARTICLE IV

                                    COVENANTS

         Section 4.1 Payment of Securities. The Company shall promptly make all
payments in respect of the Securities on the dates and in the manner provided in
the Securities or pursuant to this Indenture. Any amounts of cash or shares of
Common Stock 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, Redemption Price, Purchase Price, Fundamental Change Purchase
Price and 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 Fundamental Change
Purchase Price, on the Business Day following the applicable Purchase Date or
Fundamental Change Purchase Date, as the case may be) the Trustee or the Paying
Agent holds, in accordance with this Indenture, cash or securities, if permitted
hereunder, sufficient to pay all such amounts then due.


                                       33
<PAGE>

         Section 4.2 SEC and Other Reports. The Company shall file with the
Trustee, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the SEC, copies of its annual
report and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time
no longer subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, it shall continue to provide the Trustee with reports containing
substantially the same information as would have been required to be filed with
the SEC had the Company continued to have been subject to such reporting
requirements. In such event, such reports shall be provided at the times the
Company would have been required to provide reports had it continued to have
been subject to such reporting requirements. The Company also shall comply with
the other provisions of TIA Section 314(a). Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely conclusively on Officers'
Certificates).

         Section 4.3 Compliance Certificate. The Company shall deliver to the
Trustee within 105 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on January 31, 2002) an Officers'
Certificate, stating whether or not to the best knowledge of the signers
thereof, the Company is in default in the performance and observance of any of
the terms, provisions and conditions of this 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 4.4 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.

         Section 4.5 Maintenance of Office or Agency. The Company will maintain
in the Borough of Manhattan, the City of New York, an office or agency of the
Trustee, Registrar, Paying Agent and Conversion Agent where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer, exchange, purchase, redemption or conversion and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The office of Bank One Trust Company, N.A., 153 West
51st Street, New York, New York 10019 (Attention: Corporate Trust
Administration), 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 12.2.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission


                                       34
<PAGE>

shall in any manner relieve the Company of its obligation to maintain an office
or agency in the Borough of Manhattan, the City of New York, for such purposes.

         Section 4.6 Delivery of Certain Information. At any time when the
Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a Holder or any beneficial owner of Securities or holder or
beneficial owner of shares of Common Stock issued upon conversion thereof, or in
accordance with Section 3.8(c), the Company will promptly furnish or cause to be
furnished Rule 144A Information (as defined below) to such Holder or any
beneficial owner of Securities or holder or beneficial owner of shares of Common
Stock, or to a prospective purchaser of any such security designated by any such
holder, as the case may be, to the extent required to permit compliance by such
Holder or holder with Rule 144A under the Securities Act in connection with the
resale of any such security. "Rule 144A Information" shall be such information
as is specified pursuant to Rule 144A(d)(4) under the Securities Act. Whether a
person is a beneficial owner shall be determined by the Company to the Company's
reasonable satisfaction.

         Section 4.7 Calculation of Original Issue Discount. The Company and
each Holder will be deemed to have agreed (i) that for United States federal
income tax purposes the Securities will be treated as indebtedness subject to
the Treasury regulations governing contingent payment debt instruments, (ii)
that the Holders will report original issue discount and interest on the
Securities in accordance with the Company's determination of both the
"comparable yield" and the "projected payment schedule" and (iii) to be bound by
the Company's application of the Treasury regulations that govern contingent
payment debt instruments. For this purpose, the "comparable yield" for the
Securities is 8.85% compounded semi-annually and the "projected payment
schedule" is attached as Schedule A hereto. The Company shall file with the
Trustee no later than the end of each calendar year or at any other time as the
Trustee may request (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.

                                   ARTICLE V

                              SUCCESSOR CORPORATION

         Section 5.1 When Company May Merge or Transfer Assets. The Company
shall not, in a single transaction or a series of related transactions,
consolidate with or merge with or into any other person or convey, transfer,
sell or lease its properties and assets substantially as an entirety to any
person, or permit any person to consolidate with or merge into the Company,
unless:

         (a)      either (1) the Company shall be the continuing corporation or
(2) the person (if other than the Company) formed by such consolidation or into
which the Company is merged or the person which acquires by conveyance, transfer
or lease the properties and assets of the Company substantially as an entirety
(i) shall be a corporation, limited liability company, partnership or trust
organized and validly existing under the laws of the United States or any State
thereof or the District of Columbia and (ii) shall expressly assume, by an
indenture supplemental


                                       35
<PAGE>

hereto, executed and delivered to the Trustee, in form reasonably satisfactory
to the Trustee, all of the obligations of the Company under the Securities and
this Indenture;

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

         (c)      the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer, sale or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture,
comply with this Article V and that all conditions precedent herein provided for
relating to such transaction have been satisfied.

         For purposes of the foregoing, the transfer (by lease, assignment, sale
or otherwise) of the properties and assets of one or more Subsidiaries (other
than to the Company or another Subsidiary), which, if such assets were owned by
the Company, would constitute all or substantially all of the properties and
assets of the Company, shall be deemed to be the transfer of all or
substantially all of the properties and assets of the Company.

         The successor person formed by such consolidation or into which the
Company is merged or the successor person to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if
such successor had been named as the Company herein; and thereafter, except in
the case of a lease and obligations the Company may have under a supplemental
indenture pursuant to Section 10.14, the Company shall be discharged from all
obligations and covenants under this Indenture and the Securities. Subject to
Section 9.6, the Company, the Trustee and the successor person shall enter into
a supplemental indenture to evidence the succession and substitution of such
successor person and such discharge and release of the Company.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

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

         (1) the Company defaults in the payment (whether or not such payment is
prohibited by the subordination provisions set forth in Article XI of this
Indenture) of the principal amount plus accrued and unpaid interest 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;

         (2) the Company defaults in the payment (whether or not such payment is
prohibited by the subordination provisions set forth in Article XI of this
Indenture) of any interest (including contingent interest if then payable) or
Liquidated Damages when due and payable, and continuance of such default for a
period of 30 days;


                                       36
<PAGE>

         (3) the Company fails to deliver the shares of Common Stock upon an
appropriate election by Holders to convert the Securities into shares of Common
Stock, and continuance of such default for a period of 10 days;

         (4) the Company fails to comply in any material respect with any of its
agreements or covenants in the Securities or this Indenture (other than those
referred to in clause (1), (2) or (3) above) and such failure continues for 60
days after receipt by the Company of a Notice of Default;

         (5) the Company fails to provide timely notice of any Fundamental
Change in accordance with Section 3.8(b);

         (6) a default under any credit agreement, mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any Material
Subsidiary of the Company (or the payment of which is guaranteed by the Company
or any of its Material Subsidiaries), whether such Indebtedness or guarantee
exists on the date of this Indenture or is created thereafter, which default (i)
is caused by a failure to pay when due any principal of such Indebtedness within
the grace period provided for in such Indebtedness (which failure continues
beyond any applicable grace period) (a "Payment Default") or (ii) results in the
acceleration of such Indebtedness prior to its express maturity (without such
acceleration being rescinded or annulled) and, in each case, the principal
amount of such Indebtedness, together with the principal amount of any other
such Indebtedness under which there is a Payment Default or the maturity of
which has been so accelerated, aggregates $10,000,000 or more and such Payment
Default is not cured or such acceleration is not annulled within 30 days after
receipt by the Company of a Notice of Default; or

         (7) a final, non-appealable judgment or final, non-appealable judgments
(other than any judgment as to which a reputable insurance company has accepted
full liability) for the payment of money are entered by a court or courts of
competent jurisdiction against the Company or any Material Subsidiaries of the
Company and remain unstayed, unbonded or undischarged for a period (during which
execution shall not be effectively stayed) of 60 days, provided that the
aggregate amount of all such judgments exceeds $10,000,000; or

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

         (9) the commencement by the Company or any Material Subsidiary of the
Company of a case or proceeding under any applicable federal or state
bankruptcy, insolvency, reorganization or other similar law or of any other case
or proceeding to be adjudicated bankrupt or insolvent, or


                                       37
<PAGE>

the consent by it to the entry of a decree or order for relief in respect of the
Company or any Material Subsidiary of the Company in a case or proceeding under
any applicable federal or state bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable federal or state law, or
the consent by it to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or similar official of the Company or any Material Subsidiary of
the Company or of any substantial part of its property, or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due, or the taking of
corporate action by the Company or by any Material Subsidiary of the Company in
furtherance of any such action.

         A Default under clause (4) and (6) above is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
aggregate principal amount of the Securities at the time outstanding notify the
Company and the Trustee, of the Default and the Company does not cure such
Default (and such Default is not waived) within the time specified in 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 mature into a Event of
Default under clause (4), (5), (6), (7) or (8) above, its status and what action
the Company is taking or proposes to take with respect thereto.

         Section 6.2 Acceleration. If an Event of Default (other than an Event
of Default specified in Section 6.1(8) or (9)) occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least 25% in aggregate
principal amount of the Securities at the time outstanding by notice to the
Company and the Trustee, may declare the principal amount plus accrued and
unpaid interest, if any, on all the Securities to be immediately due and
payable. Upon such a declaration, such accelerated amount shall be due and
payable immediately. If an Event of Default specified in Section 6.1(8) or (9)
occurs and is continuing, the principal amount plus accrued and unpaid interest,
if any, on all the Securities shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Securityholders. The Holders of a majority in aggregate principal amount of the
Securities at the time outstanding, by notice to the Trustee (and without notice
to any other Securityholder) may rescind an acceleration and its consequences if
the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of the
principal amount plus accrued and unpaid interest, if any, that have become due
solely as a result of acceleration and if all amounts due to the Trustee under
Section 7.7 have been paid. No such rescission shall affect any subsequent
Default or impair any right consequent thereto.

         Section 6.3 Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of the principal amount plus accrued and unpaid interest, if any, on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture.


                                       38
<PAGE>

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

         Section 6.4 Waiver of Past Defaults. The Holders of a majority in
aggregate principal amount of the Securities at the time outstanding, by notice
to the Trustee (and without notice to any other Securityholder), may waive an
existing Default and its consequences except (a) an Event of Default described
in Section 6.1(1), (2), or (3) or (b) a Default in respect of a provision that
under Section 9.2 cannot be amended without the consent of each Securityholder
affected. When a Default is waived, it is deemed cured, but no such waiver shall
extend to any subsequent or other Default or impair any consequent right. This
Section 6.4 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section
316(a)(1)(B) is hereby expressly excluded from this Indenture, as permitted by
the TIA.

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

         Section 6.6 Limitation on Suits. A Securityholder may not pursue any
remedy with respect to this Indenture or the Securities unless:

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

         (2) the Holders of at least 25% in aggregate principal amount 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
reasonably 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 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.


                                       39
<PAGE>

         Section 6.7 Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
the principal amount of the Securities plus accrued and unpaid interest 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 X, 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 6.8 Collection Suit by Trustee. If an Event of Default
described in Section 6.1(1) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount owing with respect to the Securities and the amounts
provided for in Section 7.7.

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

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

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

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

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

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


                                       40
<PAGE>

                  SECOND: to holders of Senior Indebtedness to the extent
         required by Article XI;

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

                  FOURTH: 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.

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

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

                                  ARTICLE VII

                                     TRUSTEE

         Section 7.1 Duties of Trustee. (a) If an Event of Default has occurred
and is continuing, the Trustee shall exercise the rights and powers vested in it
by this Indenture and use the same degree of care and skill in its exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

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


                                       41
<PAGE>
         (1)      the Trustee need perform only those duties that are
                  specifically set forth in this Indenture and no duties shall
                  be inferred or implied; and

         (2)      in the absence of bad faith on its part, the Trustee may
                  conclusively rely, as to the truth of the statements and the
                  correctness of the opinions expressed therein, upon
                  certificates or opinions furnished to the Trustee and
                  conforming to the requirements of this Indenture, but in case
                  of any such certificates or opinions which by any provision
                  hereof are specifically required to be furnished to the
                  Trustee, the Trustee shall examine the certificates and
                  opinions to determine whether or not they conform to the
                  requirements of this Indenture, but need not confirm or
                  investigate the accuracy of mathematical calculations or
                  other facts stated therein. This Section 7.1(b) shall be in
                  lieu of Section 315(a) of the TIA and such Section 315(a) is
                  hereby expressly excluded from this Indenture, as permitted
                  by the TIA.

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

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

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

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

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

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

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

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

         Section 7.2       Rights of Trustee. Subject to its duties and
responsibilities under the TIA (as modified by Section 7.1),

         (a)      the Trustee may conclusively rely and shall be protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice,


                                      42
<PAGE>


request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;

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

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

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

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

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

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

         (h)      the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its reasonable 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 during
business hours and without material interruption to operations of the Company,
personally or by agent or attorney at the sole cost of the Company and shall
incur no liability or additional liability of any kind by reason of such
inquiry or investigation;

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


                                      43
<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 7.3       Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar, Conversion
Agent or co-registrar may do the same with like rights. However, the Trustee
must comply with Sections 7.10 and 7.11.

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

         Section 7.5       Notice of Defaults. If a Default occurs and if it is
known to the Trustee, the Trustee shall give to each Holder notice of the
Default within 60 days after it occurs or, if later, within 15 days after it is
known to the Trustee, unless such Default shall have been cured or waived
before the giving of such notice. Notwithstanding the preceding sentence,
except in the case of a Default described in Section 6.1(1) or (2), the Trustee
may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of Securityholders. The second sentence of this Section 7.5 shall be
in lieu of the proviso to Section 315(b) of the TIA and such proviso is hereby
expressly excluded from this Indenture, as permitted by the TIA. The Trustee
shall not be deemed to have knowledge of a Default unless a Responsible Officer
of the Trustee has received written notice of such Default.

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

         A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and each securities exchange, if any, on which the
Securities are listed. The Company agrees to notify the Trustee promptly
whenever the Securities become listed on any securities exchange and of any
delisting thereof.

         Section 7.7       Compensation and Indemnity. The Company agrees:


                                      44
<PAGE>


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

         (b)      to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses, advances and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be caused by
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 attorney's fees and expenses, and taxes
(other than taxes based upon, measured by or determined by the income of the
Trustee)) incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of this trust, including
the costs and expenses of defending itself against any claim (whether asserted
by the Company or any Holder or any other person) or liability in connection
with the exercise or performance of any of its powers or duties hereunder.

         To secure the Company's payment obligations in this Section 7.7, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay the principal
amount, plus accrued and unpaid interest on particular Securities.

         The Company's payment obligations pursuant to this Section 7.7 shall
survive the discharge of this Indenture and the resignation or removal of the
Trustee. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.1(5) or (6), the expenses including the reasonable
charges and expenses of its counsel, are intended to constitute expenses of
administration under any Bankruptcy Law.

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

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

         (2)      the Trustee is adjudged bankrupt or insolvent;

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

         (4)      the Trustee otherwise becomes incapable of acting.

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


                                      45
<PAGE>


         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 7.7.

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

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

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

         Section 7.10      Eligibility; Disqualification. The Trustee shall at
all times satisfy the requirements of TIA Sections 310(a)(1) and 310(b). The
Trustee (or its parent holding company) shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published
annual report of condition. Nothing herein contained shall prevent the Trustee
from filing with the Commission the application referred to in the penultimate
paragraph of TIA Section 310(b).

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

                                 ARTICLE VIII

                             DISCHARGE OF INDENTURE

         Section 8.1       Discharge of Liability on Securities. When (i) the
Company delivers to the Trustee all outstanding Securities (other than
Securities replaced or repaid pursuant to Section 2.7) for cancellation or (ii)
all outstanding Securities have become due and payable and the Company deposits
with the Trustee cash (and/or, as permitted by this Indenture, shares of Common
Stock) sufficient to pay all amounts due and owing on all outstanding
Securities (other than Securities replaced pursuant to Section 2.7), and if in
either case the Company pays all other sums payable hereunder by the Company,
then this Indenture shall, subject to Section 7.7, cease to be of further
effect. The Trustee shall join in the execution of a document prepared by the


                                      46
<PAGE>


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 8.2       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.

                                   ARTICLE IX

                                   AMENDMENTS

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

         (1)      to cure any ambiguity, omission, defect or inconsistency
provided that such modification or amendment does not materially and adversely
affect the interests of the holders of the Securities;

         (2)      to make any changes that the Company and the Trustee may deem
necessary or desirable, provided such amendment or modification does not
materially and adversely affect the interests of the holders of the Securities;

         (3)      to comply with Article V or Section 10.14;

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

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

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

         (7)      to make any change necessary for the registration of the
Securities under the Securities Act or to comply with the TIA, or any amendment
thereto, or to comply with any requirement of the SEC in connection with the
qualification of the Indenture under the TIA, provided that such modification
or amendment does not materially and adversely affect the interests of the
holders of the Securities; or

         (8)      to provide for uncertificated Securities in addition to or in
place of certificated Securities or to provide for bearer Securities.


                                      47
<PAGE>


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

         (1)      reduce the interest rate or the rate of accrual of contingent
interest referred to in paragraph 1 of the Securities or change the time for
payment of interest thereon;

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

         (3)      reduce the calculation of the value of the Securities to
which reference is made in determining whether a Contingent Interest will be
made on the Securities, or change the method by which this value is calculated;

         (4)      reduce the Redemption Price, Purchase Price or Fundamental
Change Purchase Price of any Security or change the time at which the
Securities may or must be redeemed or repurchased;

         (5)      make any payments on the Securities payable in currency other
than as stated in the Security;

         (6)      make any change in the percentage of the principal amount of
Securities necessary to waive compliance with the provisions of Section 6.4,
Section 6.7 or this Section 9.2, except to increase any percentage set forth
therein;

         (7)      make any change that adversely affects the right to convert
any Security in accordance with the terms thereof and this Indenture;

         (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;

         (9)      impair a Holder's right to institute suit for the enforcement
of any payment on the Securities;

         (10)     waive a continuing Default or Event of Default regarding any
payment on the Securities; or

         (11)     make any change that adversely effects the Holders' rights
under Section 3.7, Section 3.8 or Article X.

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

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


                                      48
<PAGE>


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

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

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

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

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

                                   ARTICLE X

                                  CONVERSIONS

         Section 10.1      Conversion Privilege. A Holder of a Security may
convert such Security into shares of Common Stock at any time during the period
stated in Section 8 of the Securities. The number of shares of Common Stock
issuable upon conversion of a Security per $1,000 of principal amount thereof
(the "Conversion Rate") shall be that set forth in Section 8 of the Securities,
subject to adjustment as herein set forth. The Company shall publish the
information on the Company's web site or through such other public medium as
the Company may use at that time and notify the Trustee (which shall in turn
notify the Holders promptly upon receipt of such notification from the Company)
of the date on which the Securities first become convertible and the date on
which the Securities first cease to be convertible (and, if the Securities
cease to be


                                      49
<PAGE>


convertible at any time or from time to time, of the first date thereafter on
which the Securities again become convertible or cease to be convertible),
which notification shall set forth the calculations on which such determination
was made.

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

         In the event that the Ex-Dividend Time (as defined below) (or in the
case of a subdivision, combination or reclassification, the effective date with
respect thereto) with respect to a dividend, subdivision, combination or
reclassification to which Section 10.6(1), (2), (3) or (4) applies occurs
during the period applicable for calculating "Average Sale Price" pursuant to
the definition in Section 10.7 below, "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
Last Reported Sale Price of the shares of 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 10.7 or 10.8 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 Nasdaq National Market or such other U.S. national or regional exchange or
market on which the shares of Common Stock are then listed or quoted.

         Section 10.2      Conversion Procedure. To convert a Security a Holder
must satisfy the requirements in Section 8 of the Securities. The first Business
Day on which the Holder satisfies all those requirements and submits such
Holder's Securities for conversion is the conversion date (the "Conversion
Date").

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

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


                                      50
<PAGE>


interest, if any. If the Holder converts more than one Security at the same
time, the number of shares of Common Stock issuable upon the conversion shall
be based on the total principal amount of the Securities converted.

         The Securities or portions thereof surrendered for conversion during
the period from the close of business on any Regular Record Date to the opening
of business on the date on which such interest is payable shall (unless such
Securities or portions thereof have been called for redemption on a Redemption
Date within such period) be accompanied by payment to the Company or its order,
in New York Clearing House funds or other funds acceptable to the Company, of
an amount equal to the interest payable on such interest payment date on the
principal amount of the Securities or portions thereof being surrendered for
conversion.

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

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

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

         Section 10.4      Taxes on Conversion. If a Holder submits a Security
for conversion, the Company shall pay all stamp and all other duties, if any,
which may be imposed by the United States or any political subdivision thereof
or taxing authority thereof or therein with respect to the issuance of shares
of Common Stock upon the conversion. However, the Holder shall pay any such tax
which is due because the Holder requests the shares to be issued in a name
other than the Holder's name. The Conversion Agent may refuse to deliver the
certificates representing the shares of Common Stock being issued in a name
other than the Holder's name until the Conversion Agent receives a sum
sufficient to pay any tax which will be due because the shares are to be issued
in a name other than the Holder's name. Nothing herein shall preclude any tax
withholding required by law or regulations.

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

         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.


                                      51
<PAGE>


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

         Section 10.6      Adjustment for Change in Capital Stock. If, after
the Issue Date of the Securities, the Company:

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

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

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

         (4)      issues by reclassification of its Common Stock any shares of
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 the record date for
such action.

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

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

         Section 10.7      Adjustment for Rights Issue. Except as provided in
Section 10.11, if after the Issue Date of the Securities, the Company
distributes any rights or warrants to all or substantially all holders of
shares of its Common Stock entitling them to purchase shares of Common Stock at
a price per share less than the Average Sale Price as of the Time of
Determination, unless the Holders of Securities may participate in the
distribution without conversion on a basis and with the notice that the
Company's Board of Directors determines to be fair and appropriate, the
Conversion Rate shall be adjusted in accordance with the formula:


                                      52
<PAGE>


                  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 10.7 is being applied.

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

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

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

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

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

         The Board of Directors of the Company shall determine fair market
values for the purposes of this Section 10.7, except as Section 10.8 otherwise
provides in the case of a Spin-off.

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

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

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


                                      53
<PAGE>


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

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

         The adjustment shall become effective immediately after the record
date for the determination of shareholders entitled to receive the rights,
warrants or options to which this Section 10.7 applies. 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 10.7 if the application
of the formula stated above in this Section 10.7 would result in a value of R'
that is equal to or less than the value of R.

         Section 10.8      Adjustment for Other Distributions. Except as
provided in Section 10.11, if, after the Issue Date of the Securities, the
Company distributes to all holders of its shares of Common Stock any of its
debt, securities or assets or any rights, warrants or options to purchase
securities of the Company (including securities or cash, but excluding (x)
distributions of Capital Stock referred to in Section 10.6 and distributions of
rights, warrants or options referred to in Section 10.7 and (y) cash dividends
or other cash distributions that do not exceed the per share amount of the
immediately preceding regular cash dividend on the Common Stock as adjusted to
reflect any of the events described in Section 10.6 or 10.7 and other cash
dividends or distributions unless such other cash dividends or cash
distributions are Extraordinary Cash Dividends) and unless the Holders of
Securities may participate in the distribution without conversion, the
Conversion Rate shall be adjusted, subject to the provisions of the last
paragraph of this Section 10.8, in accordance with the formula:


                                      54
<PAGE>


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

         where:

                  R'     =    the adjusted Conversion Rate.

                  R      =    the current Conversion Rate.

                  M      =    the Average Sale Price.

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

         In the event the Company distributes shares of Capital Stock of a
Subsidiary, the Conversion Rate will be adjusted, if at all, based on the
market value of the Subsidiary stock so distributed relative to the market
value of the Common Stock, as discussed below. The Board of Directors of the
Company shall determine fair market values for the purposes of this Section
10.8, except that in respect of a dividend or other distribution of shares of
Capital Stock of any class or series, or similar equity interests, of or
relating to a Subsidiary or other business unit of the Company (a "Spin-off"),
the fair market value of the securities to be distributed shall equal the
average of the daily Last Reported Sales Prices of those securities for the 20
consecutive trading days commencing on and including the 21st day of trading of
those securities after the effectiveness of the Spin-off and the Average Sales
Prices shall mean the average of the Last Reported Sales Prices for the
Company's Common Stock for the same 20 trading days. In the event, however,
that an underwritten initial public offering of the securities in the Spin-off
occurs simultaneously with the Spin-off, fair market value of the securities
distributed in the Spin-off shall mean the initial public offering price of
such securities and the Average Sale Price, for purposes of this sentence,
shall mean the Last Reported Sales Price for the Company's Common Stock on the
same trading day.

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

         For purposes of this Section 10.8, the term "Extraordinary Cash
Dividend" shall mean all all-cash distributions to all or substantially all
holders of the Company's Common Stock made within the 365 days preceding the
Time of Determination (or the period from the Issue Date to the Time of
Determination if such period is shorter than 365 days) not triggering a
Conversion Rate adjustment (other than payments made to redeem rights issued
under any present or future rights agreement of the Company and cash dividends
or other cash distributions that do not exceed the per share amount of the
immediately preceding regular cash dividend on the Common Stock), to the extent
such aggregate amount exceeds an amount equal to 15% of the Sale Price of the
Company's Common Stock on the Business Day immediately preceding the day on
which the Company declares the distribution times the number of shares of
Common Stock outstanding on such day.


                                      55
<PAGE>


         If, upon the date prior to the Ex-Dividend Time with respect to a cash
dividend on the shares of Common Stock, the aggregate amount of such cash
dividend together with the amounts of all cash dividends and distributions
referred to in the definition of Extraordinary Cash Dividend gives rise to an
adjustment of the Conversion Rate, then such cash dividend together with all
such other cash dividends and distributions shall, for purposes of applying the
formula set forth above in this Section 10.8, cause the value of "F" to equal
(y) the aggregate amount of such cash dividend and other cash dividends and
distributions, minus (z) the aggregate amount of all cash dividends or other
cash distributions during the preceding 365 days for which an adjustment in the
Conversion Rate was previously made.

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

         Section 10.9      Adjustment for Self Tender Offer. If, after the
Issue Date of the Securities, the Company or any Subsidiary of the Company pays
holders of the Company's Common Stock in respect of a tender or exchange offer,
other than an odd-lot offer by the Company or any of its Subsidiaries, for the
Company's Common Stock (excluding stock options) consideration per share of
Common Stock having a fair market value, as determined in good faith by the
Board of Directors of the Company, whose determination shall be conclusive, in
excess of 110% of the Market Price of the Common Stock as of the first Business
Day (the "Measurement Date") next succeeding the last Business Day tenders or
exchanges may be made pursuant to the offer (the "Expiration Time"), the
Conversion Rate shall be increased so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect immediately prior to
the effectiveness of the Conversion Rate adjustment contemplated by this
Section 10.9 by a fraction, the numerator of which shall be the sum of (x) the
fair market value of the aggregate consideration payable to stockholders based
on the acceptance of all shares validly tendered or exchanged and not withdrawn
as of the Expiration Time up to the maximum specified in the tender or exchange
offer (the "Purchased Shares") and (y) the product of the number of shares of
Common Stock outstanding (less any Purchased Shares) at the Expiration Time and
the Last Reported Sale Price of a share of Common Stock on the Measurement
Date, and the denominator of which shall be the number of shares of Common
Stock outstanding (including any tendered or exchanged shares) at the
Expiration Time (including the Purchased Shares) multiplied by the Last
Reported Sale Price of one share of Common Stock on the Measurement Date. Such
reduction shall become effective immediately prior to the opening of business
on the day following the Measurement Date.

         Section 10.10     When Adjustment May Be Deferred. No adjustment in
the Conversion Rate need be made unless the adjustment would require an
increase or decrease of at least 1% in the Conversion Rate. Any adjustments
that are not made shall be carried forward and taken into account in any
subsequent adjustment.

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


                                      56
<PAGE>


         Section 10.11     When No Adjustment Required. No adjustment to the
Conversion Rate need be made as a result of:

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

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

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

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

         Section 10.12     Notice of Adjustment. Whenever the Conversion Rate
is adjusted, the Company shall promptly mail to Holders a notice of the
adjustment. The Company shall file with the Trustee and the Conversion Agent
such notice briefly stating the facts requiring the adjustment and the manner
of computing it. The certificate shall be conclusive evidence that the
adjustment is correct. Neither the Trustee nor any Conversion Agent shall be
under any duty or responsibility with respect to any such certificate except to
exhibit the same to any Holder desiring inspection thereof.

         Section 10.13     Voluntary Increase. The Company from time to time
may increase the Conversion Rate by any amount at any time for at least 20
days, so long as the increase is irrevocable during such period. 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 10.6, 10.7 or 10.8.

         Section 10.14     Notice of Certain Transactions. If:

         (1)      the Company takes any action that would require an adjustment
in the Conversion Rate pursuant to Section 10.6, 10.7, 10.8 or 10.9 (unless no
adjustment is to occur pursuant to Section 10.11); or

         (2)      the Company takes any action that would require a
supplemental indenture pursuant to Section 10.16; or

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


                                      57
<PAGE>


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

         Section 10.15     Reorganization of Company; Special Distributions.
If the Company is a party to a transaction subject to Section 5.1 (other than a
sale of all or substantially all of the assets of the Company in a transaction
in which the holders of shares of Common Stock immediately prior to such
transaction do not receive securities, cash or other assets of the Company or
any other person) or a merger or binding share exchange which reclassifies or
changes its outstanding shares of Common Stock, the person obligated to deliver
securities, cash or other assets upon conversion of Securities shall enter into
a supplemental indenture. If the issuer of securities deliverable upon
conversion of Securities is an Affiliate of the successor Company, that issuer
shall join in the supplemental indenture.

         The supplemental indenture shall provide that the Holder of a Security
may convert it into the kind and amount of securities, cash or other assets
which such Holder would have received immediately after the consolidation,
merger, 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 X. The successor Company shall mail to
Securityholders a notice briefly describing the supplemental indenture.

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

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

         Section 10.16     Company Determination Final. Any determination that
the Company or the Board of Directors must make pursuant to Section 10.3, 10.6,
10.7, 10.8, 10.9, 10.10, 10.11, 10.15 or 10.17 is conclusive, absent manifest
error.


                                      58
<PAGE>


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

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

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

         Section 10.20     Restriction on Common Stock Issuable Upon
Conversion.

         (1)      Shares of Common Stock to be issued upon conversion of the
Securities prior to the effectiveness of a Shelf Registration Statement shall
be physically delivered in certificated form to the holders converting such
Securities, and the certificate representing such shares of Common Stock shall
bear the Restricted Common Stock Legend unless removed in accordance with
Section 10.20(3).

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

         (3)      Except for transfers in connection with a Shelf Registration
Statement, if certificates representing shares of Common Stock are issued upon
the registration of transfer, exchange or replacement of any other certificate
representing shares of Common Stock bearing the Restricted Common Stock Legend,
or if a request is made to remove such Restricted Common Stock Legend from
certificates representing shares of Common Stock, the certificates so issued
shall bear the Restricted Common Stock Legend, or the Restricted Common Stock
Legend shall not be removed, as the case may be, unless there is delivered to
the Company such satisfactory evidence, which, in the case of a transfer made
pursuant to Rule 144 under the Securities Act,


                                      59
<PAGE>


may include an opinion of counsel as may be reasonably required by the Company,
that neither the legend nor the restrictions on transfer set forth therein are
required to ensure that transfers thereof comply with the provisions of Rule
144A, Rule 144 or Regulation S under the Securities Act or that such shares of
Common Stock are securities that are not "restricted" within the meaning of
Rule 144 under the Securities Act. Upon provision to the Company of such
reasonably satisfactory evidence, the Company shall cause the transfer agent
for the Common Stock to countersign and deliver certificates representing
shares of Common Stock that do not bear the legend.

                                   ARTICLE XI

                                 SUBORDINATION

         Section 11.1      Terms and Conditions of Subordination. The Company,
for itself and its successors, and each Holder, by its acceptance of
Securities, agree that the payment of the principal of or interest on or any
other amounts due on the Securities is subordinated in right of payment, to the
extent and in the manner stated in this Article XI, to the prior payment in
full of all existing and future Senior Indebtedness of the Company. The
Debentures shall rank pari passu with, and shall not be senior in right of
payment to such other Indebtedness of the Company whether outstanding on the
date of this Indenture or hereafter created, incurred, issued or guaranteed by
the Company, where the instrument creating or evidencing such Indebtedness
expressly provides that such Indebtedness ranks pari passu with the Debentures.

         The Debentures shall be subordinate in right of payment to all
existing and future Senior Indebtedness of the Company. The payment of the
principal of, interest on or any other amounts due on the Debentures is
subordinated in right of payment to the prior payment in full of all existing
and future Senior Indebtedness. No payment on account of principal of,
redemption of, interest on or any other amounts due on the Debentures,
including, without limitation, any payment of the Fundamental Change Purchase
Price, and no redemption, purchase or other acquisition of the Debentures may
be made, including a purchase on a Purchase Date pursuant to Article III
hereof, except payments comprised solely of Permitted Junior Securities, if:

         (a)      a default in the payment of Designated Senior Indebtedness
occurs and is continuing beyond any applicable period of grace (for purposes of
this Article XI, "Payment Default"); or

         (b)      a default other than a Payment Default on any Designated
Senior Indebtedness occurs and is continuing that permits the holders of
Designated Senior Indebtedness to accelerate its maturity, and the trustee
receives a notice of such default (a "Payment Blockage Notice") from the
Company or from any holder of Designated Senior Indebtedness or such holder's
representative (a "Non-Payment Default"), but only for the period (the "Payment
Blockage Period") commencing on the date of receipt of the Payment Blockage
Notice and ending (unless earlier terminated by notice given to the Trustee by
the holders of such Designated Senior Indebtedness) (a) in the case of a
Payment Default, upon the date on which such Payment Default is cured or waived
or ceases to exist, and (b) in the case of a Non-Payment Default, the earliest
of the date on which such Non-Payment Default is cured or waived or ceases to
exist or 180 days from the date notice is received, if the maturity of the
Designated Senior Indebtedness has not


                                      60
<PAGE>


been accelerated. Upon termination of the Payment Blockage Period, payments on
account of principal of or interest on the Securities (other than, subject to
Section 11.2 hereof, amounts due and payable by reason of the acceleration of
the maturity of the Securities) and redemptions, purchases or other
acquisitions shall be made by or on behalf of the Company.

         Notwithstanding the foregoing, only one Payment Blockage Notice with
respect to the same event of default or any other events of default existing or
continuing at the time of notice on the same issue of Designated Senior
Indebtedness may be given and no new Payment Blockage Period may be commenced
by the holders of Designated Senior Indebtedness unless 360 consecutive days
have elapsed since the initial effectiveness of the immediately preceding
Payment Blockage Notice.

         If the Trustee or any Holder of Securities receives any payment or
distribution of the Company's assets of any kind in contravention of any of the
terms hereof, whether in cash, property or securities, in respect of the
Securities before all Senior Indebtedness is paid in full, then the payment or
distribution will be held by the recipient in trust for the benefit of holders
of Senior Indebtedness, and will be immediately paid over or delivered to the
holders of Senior Indebtedness or their representative or representatives to
the extent necessary to make payment in full of all Senior Indebtedness
remaining unpaid, after giving effect to any concurrent payment or
distribution, or provision therefor, to or for the holders of Senior
Indebtedness.

         Section 11.2      Distribution on Acceleration of Securities;
Dissolution and Reorganization.

         (1)      If the Debentures are declared due and payable because of the
occurrence of an Event of Default, the Company or the Trustee shall give prompt
written notice to the holders of all Senior Indebtedness or to the trustee(s)
for such Senior Indebtedness of such acceleration.

         (2)      Upon (i) any acceleration of the principal amount due on the
Debentures because of an Event of Default or (ii) any distribution of assets of
the Company upon any dissolution, winding up, liquidation or reorganization of
the Company (whether in bankruptcy, insolvency or receivership proceedings or
upon an assignment for the benefit of creditors or any other dissolution,
winding up, liquidation or reorganization of the Company):

         (a)      the holders of all Senior Indebtedness shall first be
entitled to receive payment in full of the principal thereof, the interest
thereon and any other amounts due thereon before the Holders are entitled to
receive payment on account of the principal of or interest on or any other
amounts due on the Securities, except payments comprised solely of Permitted
Junior Securities;

         (b)      any payment or distribution of assets of the Company of any
kind or character, whether in cash, property or securities (other than
Permitted Junior Securities), to which the holders or the Trustee would be
entitled except for the provisions of this Article XI, shall be paid by the
liquidating trustee or agent or other person making such a payment or
distribution, directly to the holders of Senior Indebtedness (or their
representatives(s) or trustee(s) acting on their behalf), ratably according to
the aggregate amounts remaining unpaid on account of the principal of or
interest on and other amounts due on the Senior Indebtedness held or
represented by each, to the extent necessary to make payment in full of all
Senior Indebtedness remaining unpaid, after


                                      61
<PAGE>


giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness; and

         (c)      in the event that, notwithstanding the foregoing, any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities (other than payments comprised solely of Permitted
Junior Securities), shall be received by the Trustee or the holders before all
Senior Indebtedness is paid in full, such payment or distribution shall be held
in trust for the benefit of, and be paid over to upon request by a holder of
the Senior Indebtedness, the holders of the Senior Indebtedness remaining
unpaid (or their representatives) or trustee(s) acting on their behalf, ratably
as aforesaid, for application to the payment of such Senior Indebtedness until
all such Senior Indebtedness shall have been paid in full, after giving effect
to any concurrent payment or distribution to the holders of such Senior
Indebtedness.

         Subject to the payment in full of all Senior Indebtedness, the Holders
shall be subrogated to the rights of the holders of Senior Indebtedness to
receive payments or distributions of cash, property or securities of the
Company applicable to the Senior Indebtedness until the principal of and
interest on the Securities shall be paid in full and, for purposes of such
subrogation, no such payments or distributions to the holders of Senior
Indebtedness of cash, property or securities which otherwise would have been
payable or distributable to Holders shall, as between the Company, its
creditors other than the holders of Senior Indebtedness, and the Holders, be
deemed to be a payment by the Company to or on account of the Senior
Indebtedness, it being understood that the provisions of this Article XI are
and are intended solely for the purpose of defining the relative rights of the
Holders, on the one hand, and the holders of Senior Indebtedness, on the other
hand.

         Nothing contained in this Article XI or elsewhere in this Indenture or
in the Securities is intended to or shall (i) impair, as between the Company
and its creditors other than the holders of Senior Indebtedness, the obligation
of the Company, which is absolute and unconditional, to pay to the Holders the
principal of and interest on the Securities as and when the same shall become
due and payable in accordance with the terms of the Securities or (ii) affect
the relative rights of the Holders and creditors of the Company other than
holders of Senior Indebtedness or, as between the Company and the Trustee, the
obligations of the Company to the Trustee, or (iii) prevent the Trustee or the
Holders from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
XI of the holders of Senior Indebtedness in respect of cash, property and
securities of the Company received upon the exercise of any such remedy.

         Upon distribution of assets of the Company referred to in this Article
XI, the Trustee and the Holders shall be entitled to rely upon a certificate of
the liquidating trustee or agent or other person making any distribution to the
Trustee or to the Holders for the purpose of ascertaining the persons entitled
to participate in such distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XI. The Trustee, however, shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness. Nothing contained in
this Article XI or elsewhere in this Indenture or in any of the Securities
shall prevent the good faith application by the Trustee of any moneys which
were deposited with it hereunder, prior to its receipt of written notice of
facts which would prohibit


                                      62
<PAGE>


such application, for the purpose of the payment of or on account of the
principal of or interest on, the Securities unless, prior to the date on which
such application is made by the Trustee, the Trustee shall be charged with
notice under Section 11.2(4) hereof of the facts which would prohibit the
making of such application.

         (3)      The provisions of this Article XI shall not be applicable to
any cash, properties or securities received by the Trustee or by any Holder
when received as a holder of Senior Indebtedness and nothing in the Indenture
or this Indenture shall deprive the Trustee or such Holder of any of its rights
as such holder.

         (4)      The Company shall give prompt written notice to the Trustee
of any fact known to the Company which would prohibit the making of any payment
of money to or by the Trustee in respect of the Securities pursuant to the
provisions of this Article XI. The Trustee shall be entitled to assume that no
such fact exists unless the Company or any holder of Senior Indebtedness or any
trustee therefor has given such notice to the Trustee. Notwithstanding the
provisions of this Article XI or any other provisions of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any fact which
would prohibit the making of any payment of monies to or by the Trustee in
respect of the Securities pursuant to the provisions in this Article XI,
unless, and until three Business Days after, the Trustee shall have received
written notice thereof from the Company or any holder or holders of Senior
Indebtedness or from any trustee therefor; and, prior to the receipt of any
such written notice, the Trustee shall be entitled in all respects conclusively
to assume that no such facts exist; provided that if on a date not less than
three Business Days immediately preceding the date upon which by the terms
hereof any such monies may become payable for any purpose (including, without
limitation, the principal of or interest on any Note), the Trustee shall not
have received with respect to such monies the notice provided for in this
Section 11.2(4), then anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive
such monies and to apply the same to the purpose for which they were received,
and shall not be affected by any notice to the contrary which may be received
by it on or after such prior date.

         The Trustee shall be entitled to rely on the delivery to it of a
written notice by a person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such
notice has been given by a holder of Senior Indebtedness (or a trustee on
behalf of any such holder or holders). In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of
any person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article VIII, the Trustee may request such person
to furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of Senior Indebtedness held by such person, the extent to which such
person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such person under this Article XI, and, if
such evidence is not furnished, the Trustee may defer any payment to such
person pending judicial determination as to the right of such person to receive
such payment; nor shall the Trustee be charged with knowledge of the curing or
waiving of any default of the character specified in Section 11.1 or that any
event or any condition preventing any payment in respect of the Securities
shall have ceased to exist, unless and until the Trustee shall have received an
Officers' Certificate to such effect.


                                      63
<PAGE>


         (5)      The provisions of this Section 11.2 applicable to the Trustee
shall also apply to any Paying Agent for the Company.

         (6)      Each Holder of a Security, by its acceptance thereof,
authorizes and directs the Trustee on its behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article XI and appoints the Trustee its attorney-in-fact for any and all such
purposes, including, in the event of any dissolution, winding up or liquidation
or reorganization under any applicable bankruptcy law of the Company (whether
in bankruptcy, insolvency or receivership proceedings or otherwise), the timely
filing of a claim for the unpaid balance of such Holder's Securities in the
form required in such proceedings and the causing of such claim to be approved.
If the Trustee does not file a claim or proof of debt in the form required in
such proceedings prior to 30 days before the expiration of the time to file
such claims or proofs, then any Holder or holders of Senior Indebtedness or
their representative or representatives shall have the right to demand, sue
for, collect, receive and receipt for the payments and distributions in respect
of the Securities which are required to be paid or delivered to the holders of
Senior Indebtedness as provided in this Article XI and to file and prove all
claims therefore and to take all such other action in the name of the holders
or otherwise, as such holders of Senior Indebtedness or representative thereof
may determine to be necessary or appropriate for the enforcement of the
provisions of this Article XI.

                                  ARTICLE XII

                                 MISCELLANEOUS

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

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

         if to the Company:

         Tech Data Corporation
         5350 Tech Data Drive
         Clearwater, Florida 33760
         Tel: (727) 539-7429
         Fax: (727) 538-5260
         Attention:  Treasurer

         if to the Trustee:

         Bank One Trust Company, N.A.
         153 West 51st Street
         New York, NY 10019
         Telephone No. (212) 373-1105
         Facsimile No. (212) 373-1384
         Attention: Corporate Trust Administration


                                      64
<PAGE>


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

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

         (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

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

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

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

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


                                      65
<PAGE>


         (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 opinion as to whether or not such covenant or condition has been
complied with; and

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

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

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

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

         Section 12.9      GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK
SHALL GOVERN THIS INDENTURE AND THE SECURITIES, WITHOUT REGARD AS TO CONFLICT
OF LAWS PRINCIPLES.

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

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

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


                                      66
<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.


                                             TECH DATA CORPORATION


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


                                             BANK ONE TRUST COMPANY, N.A.,
                                               as Trustee


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


                                      67
<PAGE>


                                                                    EXHIBIT A-1


                       [FORM OF FACE OF GLOBAL SECURITY]


         THIS SECURITY WILL BE SUBJECT TO THE REGULATIONS GOVERNING CONTINGENT
PAYMENT DEBT INSTRUMENTS FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. AS
REQUIRED UNDER APPLICABLE TREASURY REGULATIONS, THE COMPANY HAS SET FORTH THE
"COMPARABLE YIELD" IN SECTION 4.7 OF THE INDENTURE PURSUANT TO WHICH THIS
SECURITY IS BEING ISSUED. THE HOLDER OF THIS SECURITY MAY OBTAIN THE PROJECTED
PAYMENT SCHEDULE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO TECH
DATA CORPORATION, 5350 TECH DATA DRIVE, CLEARWATER, FLORIDA 33760, ATTENTION:
TREASURER.

         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 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 HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF
THE ISSUE HEREOF (OR ANY PREDECESSOR SECURITY HEREOF) OR (Y) BY ANY HOLDER THAT
WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF
THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH
TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS
SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN


                                     A-1-1
<PAGE>


RELIANCE ON RULE 144A, (3) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION
S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS
AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED
INSTITUTIONAL BUYER OR (2) NOT A U.S. PERSON AND IS OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH
(k)(2) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE
THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING
TRANSACTION WITH REGARD TO THIS SECURITY OR ANY COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS SECURITY EXCEPT AS PERMITTED BY THE SECURITIES ACT.

         The foregoing legend may be removed from this Security on satisfaction
of the conditions specified in the Indenture.


                                     A-1-2
<PAGE>


                             TECH DATA CORPORATION


                2% Convertible Subordinated Debentures due 2021


No.                                                          CUSIP: 878 237 AB2
Issue Date: December 10, 2001
Issue Price: 100% of principal amount


         TECH DATA CORPORATION, a corporation duly organized and existing under
the laws of the State of Florida, promises to pay to Cede & Co. or registered
assigns, the principal amount of [__________________] ($___________) on
December 15, 2021.

         This Security shall bear interest at a rate of 2% per year except 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:


                                    TECH DATA CORPORATION


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


TRUSTEE'S CERTIFICATE OF AUTHENTICATION


BANK ONE TRUST COMPANY, N.A.
     as Trustee, certifies that this is one
     of the Securities referred to in the
     within-mentioned Indenture.


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


Dated:


                                     A-1-3
<PAGE>


                      [FORM OF REVERSE OF GLOBAL SECURITY]


                2% Convertible Subordinated Debentures due 2021


1.       Interest.

         Except as provided below, this Security shall bear interest at a rate
of 2% per year on the principal amount hereof, from December 10, 2001 or from
the most recent Interest Payment Date (as defined below) to which payment has
been paid or duly provided for, payable semiannually in arrears on June 15 and
December 15 of each year (each an "Interest Payment Date") to the persons in
whose names the Securities are registered at the close of business on June 1
and December 1 (each a "Regular Record Date") (whether or not a Business Day),
as the case may be, immediately preceding such Interest Payment Date. Interest
on the Securities will be computed on the basis of a 360-day year comprised of
twelve 30-day months.

         Interest on Securities converted after a record date, but prior to the
corresponding Interest Payment Date, will be paid to the Holder of the
Securities on the Regular Record Date but, upon conversion, the Holder must pay
the Company the interest which has accrued and will be paid on such Interest
Payment Date. No such payment needs to be made with respect to Securities that
will be redeemed after a Regular Record Date and prior to the corresponding
Interest Payment Date.

         If the principal amount of a Security, plus accrued and unpaid
interest, or any portion thereof, is not paid when due (whether upon
acceleration pursuant to Section 6.2 of the Indenture, upon the date set for
payment of the Redemption Price pursuant to Section 5 hereof, upon the date set
for payment of the Purchase Price or the Fundamental Change Purchase Price
pursuant to Section 6 hereof, or upon the Stated Maturity of this Security),
then, in each such case, the overdue amount shall, to the extent permitted by
law, bear interest at a rate of 2% per year, compounded semi-annually, which
interest shall accrue from the date such overdue amount was originally due to
the date of payment of such amount, including interest thereon, has been made
or duly provided for. All such interest shall be payable on demand and shall be
based on a 360-day year comprised of twelve 30-day months.

         Contingent Interest. The interest rate on the Securities will be 2%
per year through December 15, 2005. If the average of the Last Reported Sale
Prices of a Security for the 20 trading days ending on the second trading day
preceding any June 15 or December 15, as applicable, commencing December 15,
2005 is greater than or equal to 120% of the principal amount of the Security,
then the Company shall pay contingent interest for the six-month period
beginning on such June 15 or December 15. If contingent interest is payable for
a particular six-month period (each a "Contingent Interest Period"), the
Company shall pay contingent interest per Security in an amount equal to the
greater of (1) Cash Dividends paid by the Company per share on Common Stock
during the six month period in which a contingent interest is payable,
multiplied by the number of shares of Common Stock issuable upon conversion of
a Security pursuant to paragraph 8 below and (2) 0.15% of the average of the
Last Reported Sale Prices of a Security for the 20 trading days ending on the
second trading day preceding such June 15 or December 15.


                                     A-1-4
<PAGE>


         Contingent interest, if any, will accrue and be payable to Holders as
of the record date for the related Cash Dividend or, if no Cash Dividend is
paid by the Company during any quarter within a Contingent Interest Period, to
Holders as of the 15th day preceding the last day of the relevant Contingent
Interest Period. Such payments shall be paid on the payment date of the related
Cash Dividend or, if no Cash Dividend is paid by the Company during any quarter
within a Contingent Interest Period, on the last day of the relevant Contingent
Interest Period. Pursuant to the foregoing provisions, in any Contingent
Interest Period in which contingent interest is payable, the Company shall: (a)
upon the first payment date for a Cash Dividend falling within such Contingent
Interest Period pay the Cash Dividend paid by the Company per share of Common
Stock upon such date multiplied by the number of shares of Common Stock into
which a Security is convertible pursuant to paragraph 8 below as of such date;
(b) upon any subsequent payment date for a Cash Dividend falling within such
Contingent Interest Period, or if no other subsequent payment date for a Cash
Dividend falls within such Contingent Interest Period, on the last day of such
period, pay the greater of (x) the subsequent Cash Dividend paid by the Company
per share of Common Stock upon such date multiplied by the number of shares of
Common Stock into which a Security is convertible pursuant to paragraph 8 below
as of such date or (y) 0.15% of the average of the Last Reported Sale Prices of
a Security for the 20 trading days ending on the second trading day preceding
such June 15 or December 15 minus the amounts previously paid in respect of
such Security pursuant to clause (a) during such Contingent Interest Period and
(c) if no payment date for a Cash Dividend falls within such Contingent
Interest Period, on the last date of such period, pay 0.15% of the average of
the Last Reported Sale Prices of a Security for the 20 trading days ending on
the second trading day preceding such June 15 or December 15.

         "Cash Dividends", for purposes of this paragraph 2, means all cash
dividends on the Company's Common Stock (whether regular, periodic,
extraordinary, special, nonrecurring or otherwise) as declared by the Company's
Board of Directors.

         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
issue a press release through PR Newswire or publish the information on the
Company's web site or through such other public medium as the Company may use
at that time.

2.       Method of Payment.

         Subject to the terms and conditions of the Indenture, the Company will
make payments in cash in respect of Redemption Prices, Purchase Prices,
Fundamental Change Purchase Prices and at Stated Maturity to Holders who
surrender Securities to the Paying Agent to collect such payments in respect of
the Securities, provided that the Company may make payments in shares of Common
Stock or combination of cash and Common Stock in respect of the Purchase Price
on a Purchase Date, as provided for in Section 3.7 of the Indenture. The
Company will pay 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.


                                     A-1-5
<PAGE>


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

         Initially, Salomon Smith Barney Inc. shall act as Bid Solicitation
Agent, and Bank One Trust Company, N.A. (the "Trustee") will act as Paying
Agent, Conversion Agent and Registrar. The Company may appoint and change any
Paying Agent, Conversion Agent or Registrar without notice, other than notice
to the Trustee; provided that the Company will maintain at least one Paying
Agent in the State of New York, City of New York, Borough of Manhattan, which
shall initially be an office or agency of the Trustee. The Company or any of
its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion
Agent or Registrar.

4.       Indenture; Subordination.

         The Company issued the Securities under an Indenture, dated as of
December 10, 2001 (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 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 and the TIA for a statement of those terms. To the extent any
provisions of this Security and the Indenture conflict, the provisions of the
Indenture shall control.

         The Securities are limited to $300,000,000 aggregate principal amount.
The Securities are the Company's unsecured obligations and will be subordinated
in right of payment to all of the Company's existing and future Senior
Indebtedness and effectively subordinated to all existing and future
Indebtedness and other liabilities of the Subsidiaries. The Securities will
rank equally in right of payment to any of the Company's existing and future
subordinated indebtedness, including the Company's 5% Convertible Subordinated
Debentures due 2003. The Indenture does not limit other indebtedness of the
Company, secured or unsecured.

5.       Redemption at the Option of the Company.

         No sinking fund is provided for the Securities. The Securities are
redeemable at the option of the Company in whole or in part, on or after
December 20, 2005 upon not less than 30 nor more than 60 days' notice by mail
for a cash price equal to the principal amount plus accrued and unpaid
interest, if any, to the Redemption Date (the "Redemption Price").

6.       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, all or any
portion of the Securities held by such Holder on any Purchase Date in integral
multiples of $1,000, at a Purchase Price equal to the principal amount plus
accrued and unpaid interest, if any, to the Purchase Date. To exercise such
right, a Holder shall deliver to the Company 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 last Business Day prior to such Purchase Date, and
shall deliver the Securities to the Paying Agent as set forth in the Indenture.


                                     A-1-6
<PAGE>


         The Purchase Price may be paid, at the option of the Company, in cash
or by the issuance and delivery of shares of Common Stock, or in any
combination thereof, provided that accrued and unpaid interest shall be paid in
cash.

         At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to offer to purchase the
Securities held by such Holder within 30 days (which purchase shall occur 45
days after the date of such offer) after the occurrence of a Fundamental Change
for a Fundamental Change Purchase Price equal to the principal amount plus
accrued and unpaid interest, if any, to the Fundamental Change Purchase Date,
which Fundamental Change Purchase Price shall be paid in cash.

         Holders have the right to withdraw any Purchase Notice or Fundamental
Change 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 shares of Common Stock if permitted under the
Indenture) sufficient to pay the Purchase Price or Fundamental Change Purchase
Price, as the case may be, of all Securities or portions thereof to be
purchased on the Purchase Date or the Fundamental Change Purchase Date, as the
case may be, is deposited with the Paying Agent on the Purchase Date or the
Fundamental Change Purchase Date, interest ceases to accrue on such Securities
or portions thereof immediately after such Purchase Date or Fundamental Change
Purchase Date, and the Holder thereof shall have no other rights as such other
than the right to receive the Purchase Price or Fundamental Change Purchase
Price upon surrender of such Security.

7.       Notice of Redemption.

         Notice of redemption pursuant to Section 5 of this Security 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 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, interest ceases to accrue on such
Securities or portions thereof immediately after such Redemption Date.
Securities in denominations larger than $1,000 of principal amount may be
redeemed in part but only in integral multiples of $1,000 of principal amount.

8.       Conversion.

         Holders may surrender Securities for conversion into shares of Common
Stock if the average of the Last Reported Sale Prices of the Common Stock for
the 20 trading days immediately prior to the Conversion Date is greater than or
equal to a specified percentage, beginning at 120% and declining 1/2% each year
until it reaches 110% at maturity, of the Conversion Price on such Conversion
Date.

         In the event that the Conversion Rate must be adjusted because the
Company declares a dividend or distribution described in Section 10.7 of the
Indenture or a dividend or a distribution described in Section 10.8 of the
Indenture where the fair market value of such dividend or distribution per
share of Common Stock, as determined in the Indenture, exceeds 15% of the Sale
Price of a share of Common Stock as of the Business Day prior to the date of
declaration for


                                     A-1-7
<PAGE>


such distribution, unless the Holder may participate in this distribution
without conversion, the Securities may be surrendered for conversion beginning
on the date the Company gives notice to the Holders of such right, which shall
be not less than 20 days prior to the Ex-Dividend Time for such dividend or
distribution, and the 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 distribution will not
take place.

         In the event the Company is a party to a consolidation, merger or
binding share exchange pursuant to which the shares of Common Stock would be
converted into cash, securities or other property (other than if such property
consists of shares of voting common stock of the surviving person that are, or
upon issuance will be, traded on a United States national securities exchange
or approved for trading on an established automated over-the-counter trading
market in the United States, and such shares represent at least 95% of the
aggregate fair market value (as determined by the Board of Directors) of such
property), the Securities may be surrendered for conversion at any time from
and after the date which is 15 days prior to the date the Company announces as
the anticipated effective time until 15 days after the actual date of such
transaction.

         Finally, the Securities are convertible if the long-term credit
ratings assigned to the Securities by Moody's Investors Service, Inc. and
Standard & Poor's Ratings Group are reduced two notches below Ba3 and BB+,
respectively, or if either service, or their successors, no longer rates the
Securities.

         A Security in respect of which a Holder has delivered a Purchase
Notice or Fundamental Change 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 16.7997 shares of Common Stock per
$1,000 principal amount of Securities, subject to adjustment in certain events
described in the Indenture. A Holder that surrenders Securities for conversion
will receive cash or a check in lieu of any fractional shares of Common Stock.

         To surrender a Security for conversion, a Holder must (1) complete and
manually sign the irrevocable 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 and (4) pay any transfer or
similar tax, if required.

         A Holder may convert a portion of a Security if the principal amount
of such portion is $1,000 or an integral multiple of $1,000. No payment or
adjustment will be made for dividends on the shares of Common Stock except as
provided in the Indenture. Except as provided in Section 1 hereof, on
conversion of a Security, the Holder will not receive any cash payment
representing accrued interest with respect to the converted Securities.
Instead, upon conversion the Company will deliver to the Holder a fixed number
of shares of Common Stock and any cash payment to account for fractional
shares. Accrued interest will be deemed paid in full rather than canceled,
extinguished or forfeited. The Company will not adjust the Conversion Rate to
account for accrued interest.


                                     A-1-8
<PAGE>


         The Conversion Rate will be adjusted as provided in Article X of the
Indenture. The Company may increase the Conversion Rate for at least 20 days,
so long as the increase is irrevocable during such period.

         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, then at the effective time of
the transaction the right to convert a Security into shares of Common Stock may
be changed into a right to convert it into securities, cash or other assets of
the Company or another person.

9.       Conversion Arrangement on Call for Redemption.

         Any Securities called for redemption, unless surrendered for
conversion before the close of business on the day that is two Business Days
prior to 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 shares of
Common Stock and to make payment for such Securities to the Trustee in trust
for such Holders.

10.      Denominations; Transfer; Exchange.

         The Securities are in fully registered form, without coupons, in
minimum denominations of $1,000 of principal amount and integral multiples of
$1,000. A Holder may transfer or exchange the 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 transfer
or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be
redeemed) or any Securities in respect of which a Purchase Notice or
Fundamental Change 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.

11.      Persons Deemed Owners.

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

12.      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 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.


                                     A-1-9
<PAGE>


13.      Amendment; Waiver.

         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate principal amount of the Securities
at the time outstanding and (ii) certain Defaults may be waived with the
written consent of the Holders of a majority in aggregate principal amount of
the Securities at the time outstanding. Subject to certain exceptions set forth
in the Indenture, without the consent of any Holder, the Company and the
Trustee may amend the Indenture or the Securities among other things, (i) to
cure any ambiguity, omission, defect or inconsistency, provided that such
modification or amendment does not materially and adversely affect the
interests of the holders of the Securities, (ii) to comply with Article X or
Section 10.14 of the Indenture, (iii) to secure the Company's obligations or to
add any guarantee under the Securities and the Indenture; (iv) to add to the
covenants of the Company for the benefit of the Holders or to surrender any
right or power conferred upon the Company, (v) to add Events of Default with
respect to the Securities; (vi) to make any change necessary for the
registration of the Securities under the Securities Act or to comply with the
TIA, or any amendment thereto, or to comply with any requirement of the SEC in
connection with the qualification of the Indenture under the TIA, provided that
such modification or amendment does not materially and adversely affect the
interests of the holders of the Securities, (vii) to provide for uncertificated
Securities in addition to or in place of certificated Securities or to provide
for bearer Securities or (viii) to make any modifications or amendments that
the Company and the Trustee may deem necessary or desirable, provided such
amendment or modification does not materially and adversely affect the
interests of the Holders of the Securities.

14.      Defaults and Remedies.

         Under the Indenture, Events of Default include (i) default in payment
(whether or not such payment is prohibited by the subordination provisions set
forth in Article XI of the Indenture) of the principal amount of the Securities
plus accrued and unpaid interest when the same becomes due and payable at
Stated Maturity, upon redemption, upon declaration, when due for purchase by
the Company or otherwise, (ii) default in the payment (whether or not such
payment is prohibited by the subordination provisions set forth in Article XI
of the Indenture) of any interest (including contingent interest), when due and
payable, subject to lapse of time, (iii) failure by the Company to comply in
any material respect with other agreements or covenants in the Indenture or the
Securities, subject to notice and lapse of time; (iv) failure by the Company to
deliver shares of Common Stock upon the election by the Holders to convert
their Securities, subject to lapse of time; (v) failure to provide timely
notice of a Fundamental Change; (vi) default under any credit agreement,
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Material Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Material Subsidiaries), whether such
Indebtedness or guarantee exists on the date of the Indenture or is created
thereafter, which default (A) is caused by a failure to pay when due any
principal of such Indebtedness within the grace period provided for in such
Indebtedness (which failure continues beyond any applicable grace period) (a
"Payment Default") or (B) results in the acceleration of such Indebtedness
prior to its express maturity (without such acceleration being rescinded or
annulled) and, in each case, the principal amount of such Indebtedness,
together with the principal amount of any other such Indebtedness under


                                    A-1-10
<PAGE>


which there is a Payment Default or the maturity of which has been so
accelerated, aggregates $10,000,000 or more and such Payment Default is not
cured or such acceleration is not annulled within 30 days after notice; or
(vii) failure by the Company or any Material Subsidiary of the Company to pay
final, non-appealable judgments (other than any judgment as to which a
reputable insurance company has accepted full liability) aggregating in excess
of $10,000,000, which judgments are not stayed, bonded or discharged within 60
days after their entry; and (vii) certain events of bankruptcy, insolvency and
reorganization of the Company.

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

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

16.      Calculations in Respect of Securities.

         The Company will be responsible for making all calculations called for
under the Securities, except for such calculations made by the Bid Solicitation
Agent. These calculations include, but are not limited to, determination of the
market prices for the Common Stock, accrued interest payable on the Securities
and the Last Report Sale Price of the Securities and on the Common Stock. Any
calculations made in good faith and without manifest error will be final and
binding on Holders of the Securities. The Company will be required to deliver
to each of the Trustee and the Conversion Agent a schedule of its calculations
and each of the Trustee and the Conversion Agent will be entitled to rely upon
the accuracy of such calculations without independent verification. The Trustee
will forward the Company's calculations to any Holder of the Securities upon
the request of such Holder.

17.      No Recourse Against Others.

         A director, officer, employee or stockholder, as such, of the Company
or the Trustee 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 Holder waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities.

18.      Authentication.

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


                                    A-1-11
<PAGE>


19.      Abbreviations.

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

20.      GOVERNING LAW.

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

         The Company will furnish to any Holder 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:

         Tech Data Corporation
         5350 Tech Data Drive
         Clearwater, Florida 33760
         Attention: Treasurer

21.      Registration Rights.

         The Holders of the Securities are entitled to the benefits of a
Registration Agreement, dated as of December 10, 2001, between the Company and
Salomon Smith Barney Inc., including the receipt of liquidated damages upon a
registration default (as defined in such agreement).


                                    A-1-12
<PAGE>


                           FORM OF CONVERSION NOTICE

To: TECH DATA CORPORATION.

         The undersigned beneficial owner of the Security hereby irrevocably
exercises the option to convert this Security, or portion hereof (which is
$1,000 or an integral multiple thereof) below designated, into shares of Common
Stock of Tech Data Corporation in accordance with the terms of the Indenture
referred to in this Security, and directs that the shares issuable and
deliverable upon the conversion, together with any check in payment for
fractional shares and Securities representing any unconverted principal amount
hereof, be issued and delivered to the beneficial owner hereof unless a
different name has been indicated below. If shares or any portion of this
Security not converted are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto. Any amount required to be paid by the undersigned on account of
interest, Liquidated Damages and taxes accompanies this Security.

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

Fill in for registration of shares if        ----------------------------------
to be delivered, and Securities if to
be issued, other than to and in the          ----------------------------------
name of the beneficial owner                 Signature(s)
(Please Print):                              Principal amount to be converted
                                             (if less than all):
--------------------------------------
              (Name)                                       $___,000

--------------------------------------       ----------------------------------
         (Street Address)                    Social Security or other Taxpayer
                                             Identification Number
--------------------------------------
     (City, State and Zip Code)

Signature Guarantee:

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


                                    A-1-13
<PAGE>


                                ASSIGNMENT FORM

         To assign this Security, fill in the form below:

         (I) or (we) assign and transfer this Security to


-------------------------------------------------------------------------------
              (Insert assignee's social security or tax I.D. 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.


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

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

[FOR INCLUSION ONLY IF THIS SECURITY BEARS A RESTRICTED SECURITIES LEGEND] In
connection with any transfer of any of the Securities evidenced by this
certificate which are "restricted securities" (as defined in Rule 144 (or any
successor thereto) under the Securities Act), the undersigned confirms that
such Securities are being transferred:

         CHECK ONE BOX BELOW

         (1)     [ ]       to the Company; or

         (2)     [ ]       pursuant to and in compliance with Rule 144A under
                           the Securities Act of 1933; or

         (3)     [ ]       pursuant to and in compliance with Regulation S
                           under the Securities Act of 1933; or

         (4)     [ ]       pursuant to an exemption from registration under the
                           Securities Act of 1933 provided by Rule 144
                           thereunder.

         Unless one of the boxes is checked, the Registrar will refuse to
         register any of the Securities evidenced by this certificate in the
         name of any person other than the registered holder thereof; provided,
         however, that if box (3) or (4) is checked, the Trustee may


                                    A-1-14
<PAGE>


         require, prior to registering any such transfer of the Securities,
         such certifications and other information, and if box (4) is checked
         such legal opinions, as the Company has reasonably requested in
         writing, by delivery to the Trustee of a standing letter of
         instruction, to confirm that such transfer is being made pursuant to
         an exemption from, or in a transaction not subject to, the
         registration requirements of the Securities Act of 1933; provided that
         this paragraph shall not be applicable to any Securities which are not
         "restricted securities" (as defined in Rule 144 (or any successor
         thereto) under the Securities Act).

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

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

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


                                    A-1-15
<PAGE>


             SCHEDULE OF INCREASES AND DECREASES OF GLOBAL SECURITY

    Initial Principal Amount of Global Security: ____________($___________).


<TABLE>
<S>            <C>                    <C>                       <C>                     <C>
Date           Amount of Increase     Amount of Decrease in     Principal Amount of         Notation by
               in Principal Amount     Principal Amount of        Global Security          Registrar or
               of Global Security        Global Security         After Increase or      Security Custodian
                                                                      Decrease
</TABLE>


                                    A-1-16
<PAGE>


                                                                    EXHIBIT A-2


                    [FORM OF FACE OF CERTIFICATED SECURITY]


         THIS SECURITY WILL BE SUBJECT TO THE REGULATIONS GOVERNING CONTINGENT
PAYMENT DEBT INSTRUMENTS FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. AS
REQUIRED UNDER APPLICABLE TREASURY REGULATIONS, THE COMPANY HAS SET FORTH THE
"COMPARABLE YIELD" IN SECTION 4.7 OF THE INDENTURE PURSUANT TO WHICH THIS
SECURITY IS BEING ISSUED. THE HOLDER OF THIS SECURITY MAY OBTAIN THE PROJECTED
PAYMENT SCHEDULE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO TECH
DATA CORPORATION, 5350 TECH DATA DRIVE, CLEARWATER, FLORIDA 33760, ATTENTION:
TREASURER.

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF
THE ISSUE HEREOF (OR ANY PREDECESSOR SECURITY HEREOF) OR (Y) BY ANY HOLDER THAT
WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF
THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH
TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS
SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (3) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER
OR (2) NOT A U.S. PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
(OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902
UNDER) REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF
WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD
TO THIS SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY
EXCEPT AS PERMITTED BY THE SECURITIES ACT.

         The foregoing legend may be removed from this Security on satisfaction
of the conditions specified in the Indenture.


                                     A-2-1
<PAGE>


                             Tech Data Corporation

                2% Convertible Subordinated Debentures due 2021

No.                                                          CUSIP: 878 237 AB2
Issue Date: December 10, 2001
Issue Price: 100% of principal amount


         TECH DATA CORPORATION, a corporation duly organized and existing under
the laws of the State of Florida, promises to pay to ____________________, or
registered assigns, the principal amount of ($__________________) on December
15, 2021.

         This Security shall bear interest at a rate of 2% per year except 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:


                                             TECH DATA CORPORATION


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


TRUSTEE'S CERTIFICATE OF AUTHENTICATION


BANK ONE TRUST COMPANY, N.A.,
     as Trustee, certifies that this is one
     of the Securities referred to in the
     within-mentioned Indenture.


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


Dated:


                                     A-2-2
<PAGE>


                   [FORM OF REVERSE OF CERTIFICATED SECURITY
                          IS IDENTICAL TO EXHIBIT A-1]


                                     A-2-3
<PAGE>


                                                                      EXHIBIT B


                2% Convertible Subordinated Debentures due 2021

                              Transfer Certificate

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

         CHECK ONE BOX BELOW

         (1)     [ ]       to the Company; or

         (2)     [ ]       pursuant to and in compliance with Rule 144A under
                           the Securities Act of 1933; or

         (3)     [ ]       pursuant to and in compliance with Regulation S
                           under the Securities Act of 1933; or

         (4)     [ ]       pursuant to an exemption from registration under the
                           Securities Act of 1933 provided by Rule 144
                           thereunder.

         Unless one of the boxes is checked, the Registrar will refuse to
         register any of the Securities evidenced by this certificate in the
         name of any person other than the registered holder thereof; provided,
         however, that if box (3) or (4) is checked, the Trustee may require,
         prior to registering any such transfer of the Securities, such
         certifications and other information, and if box (4) is checked such
         legal opinions, as the Company has reasonably requested in writing, by
         delivery to the Trustee of a standing letter of instruction, to
         confirm that such transfer is being made pursuant to an exemption
         from, or in a transaction not subject to, the registration
         requirements of the Securities Act of 1933; provided that this
         paragraph shall not be applicable to any Securities which are not
         "restricted securities" (as defined in Rule 144 (or any successor
         thereto) under the Securities Act).

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

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

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


                                      B-1
<PAGE>


                                   EXHIBIT C

                     FORM OF RESTRICTED COMMON STOCK LEGEND

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE
ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO, INCLUDING THE RELATED
DEBENTURE) OR (Y) BY ANY HOLDER THAT WAS AN "AFFILIATE" (WITHIN THE MEANING OF
RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY AT ANY TIME DURING THE THREE
MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO
THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) IN AN OFFSHORE TRANSACTION
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE)
UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY
PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY
THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR (2) NOT A U.S. PERSON AND IS
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE
REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER) REGULATION S UNDER THE
SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY,
ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY EXCEPT AS
PERMITTED BY THE SECURITIES ACT."


                                      C-1
<PAGE>


                                   EXHIBIT D

                   FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                           OF RESTRICTED COMMON STOCK

             (Transfers pursuant to Section 10.20 of the Indenture)

[NAME AND ADDRESS OF COMMON STOCK TRANSFER AGENT]

         Re:      Tech Data Corporation 2% Convertible Subordinated Debentures
                  due 2021 (the "Securities")

         Reference is hereby made to the Indenture dated as of December 10,
2001 (the "Indenture") between Tech Data Corporation and Bank One Trust
Company, N.A., as Trustee. Capitalized terms used but not defined herein shall
have the meanings given them in the Indenture.

         This letter relates to _________ shares of Common Stock represented by
the accompanying certificate(s) that were issued upon conversion of Securities
and which are held in the name of [name of transferor] (the "Transferor") to
effect the transfer of such Common Stock.

         In connection with the transfer of such shares of Common Stock, the
undersigned confirms that such shares of Common Stock are being transferred:

CHECK ONE BOX BELOW

         (1)     [ ]       to the Company; or

         (2)     [ ]       pursuant to and in compliance with Rule 144A under
                           the Securities Act of 1933; or

         (3)     [ ]       pursuant to and in compliance with Regulation S
                           under the Securities Act of 1933; or

         (4)     [ ]       pursuant to an exemption from registration under the
                           Securities Act of 1933 provided by Rule 144
                           thereunder.


                                      D-1
<PAGE>


         Unless one of the boxes is checked, the transfer agent will refuse to
register any of the Common Stock evidenced by this certificate in the name of
any person other than the registered holder thereof; provided, however, that if
box (3) or (4) is checked, the transfer agent may require, prior to registering
any such transfer of the Common Stock such certifications and other
information, and if box (4) is checked such legal opinions, as the Company has
reasonably requested in writing, by delivery to the transfer agent of a
standing letter of instruction, to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933.


                                             [Name of Transferor],



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


Dated:


                                      D-2
<PAGE>


                                   SCHEDULE A

                          Projected Payment Schedule*


<TABLE>
<CAPTION>
                                                                     Projected Payment per
                  Period                                                   Debenture
                  ------                                             ---------------------

<S>                                                                  <C>
December 10, 2001 - June 15, 2002                                            $10.00
June 15, 2002 - December 15, 2002                                            $10.00
December 15, 2002 - June 15, 2003                                            $10.00
June 15, 2003 - December 15, 2003                                            $10.00
December 15, 2003 - June 15, 2004                                            $10.00
June 15, 2004 - December 15, 2004                                            $10.00
December 15, 2004 - June 15, 2005                                            $10.00
June 15, 2005 - December 15, 2005                                            $10.00
December 15, 2005 - June 15, 2006                                            $10.00
June 15, 2006 - December 15, 2006                                            $10.00
December 15, 2006 - June 15, 2007                                            $11.92
June 15, 2007 - December 15, 2007                                            $12.00
December 15, 2007 - June 15, 2008                                            $12.09
June 15, 2008 - December 15, 2008                                            $12.18
December 15, 2008 - June 15, 2009                                            $12.27
June 15, 2009 - December 15, 2009                                            $12.37
December 15, 2009 - June 15, 2010                                            $12.48
June 15, 2010 - December 15, 2010                                            $12.58
December 15, 2010 - June 15, 2011                                            $12.70
June 15, 2011 - December 15, 2011                                            $12.81
December 15, 2011 - June 15, 2012                                            $12.94
June 15, 2012 - December 15, 2012                                            $13.06
December 15, 2012 - June 15, 2013                                            $13.20
June 15, 2013 - December 15, 2013                                            $13.34
December 15, 2013 - June 15, 2014                                            $13.48
June 15, 2014 - December 15, 2014                                            $13.63
December 15, 2014 - June 15, 2015                                            $13.79
June 15, 2015 - December 15, 2015                                            $13.96
December 15, 2015 - June 15, 2016                                            $14.13
June 15, 2016 - December 15, 2016                                            $14.31
December 15, 2016 - June 15, 2017                                            $14.50
June 15, 2017 - December 15, 2017                                            $14.69
December 15, 2017 - June 15, 2018                                            $14.90
June 15, 2018 - December 15, 2018                                            $15.11
December 15, 2018 - June 15, 2019                                            $15.33
June 15, 2019 - December 15, 2019                                            $15.57
December 15, 2019 - June 15, 2020                                            $15.81
June 15, 2020 - December 15, 2020                                            $16.06
December 15, 2020 - June 15, 2021                                            $16.33
June 15, 2021 - December 15, 2021                                         $4,417.17
</TABLE>

---------
*        The comparable yield and the schedule of projected payments are
determined on the basis of certain assumptions and are 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. The comparable yield and the schedule of projected payments do not
constitute a projection or representation regarding the amounts payable on
Securities.