Exhibit 4.1

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                              COMPUDYNE CORPORATION

                                       to


                WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION,
                                   as Trustee


                                 _______________


                                    INDENTURE


                                   Dated as of


                                January 15, 2004


                                 _______________


                  6.25% CONVERTIBLE SUBORDINATED NOTES DUE 2011





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<PAGE>


                             CROSS-REFERENCE TABLE*

Trust Indenture Act Section                                    Indenture Section
---------------------------                                    -----------------

   310 (a)(1)...............................................................8.09
       (a)(2)...............................................................8.09
       (a)(3)................................................................n/a
       (a)(4)................................................................n/a
       (a)(5)...............................................................8.09
       (b)..................................................................8.08
       (c)...................................................................n/a
   311 (a)..................................................................8.13
       (b)..................................................................8.13
       (c)...................................................................n/a
   312 (a)..................................................................6.01
       (b)..................................................................6.02
       (c)..................................................................6.02
   313 (a)..................................................................6.03
       (b)(1)................................................................n/a
       (b)(2)...............................................................6.03
       (c)...........................................................6.03, 17.03
       (d)..................................................................6.03
   314 (a)(1),(2),(3).......................................................6.04
       (a)(4)...............................................................5.09
       (b)...................................................................n/a
       (c)(1)..............................................................17.05
       (c)(2)..............................................................17.05
       (c)(3)................................................................n/a
       (d)...................................................................n/a
       (e).................................................................17.05
       (f)...................................................................n/a
   315 (a).............................................................8.01,8.02
       (b)...........................................................7.08, 17.03
       (c)..................................................................8.01
       (d)..................................................................8.01
       (e)..................................................................7.09
   316 (a)(last sentence)...................................................9.04
       (a)(1)(A)............................................................7.07
       (a)(1)(B)............................................................7.07
       (a)(2)................................................................n/a
       (b)...........................................................15.01, 7.04
       (c)..................................................................9.01
   317 (a)(1)...............................................................7.02
       (a)(2)...............................................................7.02
       (b)..................................................................5.04
   318 (a).................................................................17.07
       (b)...................................................................n/a


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<PAGE>

       (c).................................................................17.07

_______________________
"n/a" means not applicable.

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


                                       ii
<PAGE>


                                TABLE OF CONTENTS

                                                                            Page


                                    ARTICLE 1
                                   DEFINITIONS

Section 1.01     Definitions...................................................1

                                    ARTICLE 2
        ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

Section 2.01     Designation, Amount and Issue of Notes........................7

Section 2.02     Form of Notes.................................................8

Section 2.03     Date and Denomination of Notes; Payments of Interest..........8

Section 2.04     Execution of Notes...........................................10

Section 2.05     Exchange and Registration of Transfer of Notes...............10

Section 2.06     Mutilated, Destroyed, Lost or Stolen Notes...................13

Section 2.07     Temporary Notes..............................................14

Section 2.08     Cancellation of Notes........................................14

Section 2.09     CUSIP Numbers................................................15

                                    ARTICLE 3
                               REDEMPTION OF NOTES

Section 3.01     Redemption of Notes At Option of the Company.................15

Section 3.02     Optional Redemption of Notes Upon a Change in Control........15

Section 3.03     Notice of Redemption; Selection of Notes.....................15

Section 3.04     Payment of Notes Called for Redemption by the Company........17

                                    ARTICLE 4
                  REPURCHASE OF NOTES UPON A CHANGE IN CONTROL

Section 4.01     Right to Require Repurchase..................................18

Section 4.02     Notices; Method of Exercising Repurchase Right, Etc..........19

Section 4.03     Deposit of Repurchase Price..................................20

Section 4.04     Repayment to the Company.....................................21

Section 4.05     Consolidation, Merger, Etc...................................21

Section 4.06     Compliance with Tender Offer Rules...........................21

                                    ARTICLE 5
                       PARTICULAR COVENANTS OF THE COMPANY

Section 5.01     Payment of Principal, Premium and Interest...................21

Section 5.02     Maintenance of Office or Agency..............................22


                                      iii
<PAGE>


                                TABLE OF CONTENTS
                                  (continued)
                                                                            Page


Section 5.03     Appointments to Fill Vacancies in Trustee's Office...........22

Section 5.04     Provisions as to Paying Agent................................22

Section 5.05     Existence....................................................23

Section 5.06     Maintenance of Properties....................................23

Section 5.07     Payment of Taxes and Other Claims............................24

Section 5.08     Stay, Extension and Usury Laws...............................24

Section 5.09     Compliance Certificate.......................................24

                                    ARTICLE 6
          NOTEHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 6.01     Noteholders' Lists...........................................25

Section 6.02     Preservation and Disclosure of Lists.........................25

Section 6.03     Reports by Trustee...........................................25

Section 6.04     Reports by Company...........................................25

                                    ARTICLE 7
         REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT

Section 7.01     Events of Default............................................26

Section 7.02     Payments of Notes on Default; Suit Therefor..................28

Section 7.03     Application of Monies Collected by Trustee...................29

Section 7.04     Proceedings by Noteholder....................................30

Section 7.05     Proceedings by Trustee.......................................31

Section 7.06     Remedies Cumulative and Continuing...........................31

Section 7.07     Direction of Proceedings and Waiver of Defaults by
                  Majority of Noteholders.....................................31

Section 7.08     Notice of Defaults...........................................32

Section 7.09     Undertaking To Pay Costs.....................................32

                                    ARTICLE 8
                                   THE TRUSTEE

Section 8.01     Duties and Responsibilities of Trustee.......................32

Section 8.02     Reliance on Documents, Opinions, Etc.........................34

Section 8.03     No Responsibility For Recitals, Etc..........................35

Section 8.04     Trustee, Paying Agents, Conversion Agents or Registrar
                  May Own.....................................................35


                                       iv
<PAGE>


                                TABLE OF CONTENTS
                                  (continued)
                                                                            Page


Section 8.05     Monies to Be Held in Trust...................................35

Section 8.06     Compensation and Expenses of Trustee.........................35

Section 8.07     Officers' Certificate as Evidence............................36

Section 8.08     Conflicting Interests of Trustee.............................36

Section 8.09     Eligibility of Trustee.......................................36

Section 8.10     Resignation or Removal of Trustee............................37

Section 8.11     Acceptance by Successor Trustee..............................38

Section 8.12     Succession by Merger.........................................38

Section 8.13     Preferential Collection of Claims............................39

                                    ARTICLE 9
                                 THE NOTEHOLDERS

Section 9.01     Action by Noteholders........................................39

Section 9.02     Proof of Execution by Noteholders............................39

Section 9.03     Who Are Deemed Absolute Owners...............................40

Section 9.04     Company-owned Notes Disregarded..............................40

Section 9.05     Revocation Of Consents, Future Holders Bound.................40

                                   ARTICLE 10
                             MEETINGS OF NOTEHOLDERS

Section 10.01    Purpose of Meetings..........................................41

Section 10.02    Call of Meetings by Trustee..................................41

Section 10.03    Call of Meetings by Company or Noteholders...................41

Section 10.04    Qualifications For Voting....................................42

Section 10.05    Regulations..................................................42

Section 10.06    Voting.......................................................42

Section 10.07    No Delay of Rights by Meeting................................43

                                   ARTICLE 11
                             SUPPLEMENTAL INDENTURES

Section 11.01    Supplemental Indentures Without Consent of Noteholders.......43

Section 11.02    Supplemental Indenture With Consent of Noteholders...........44

Section 11.03    Effect of Supplemental Indenture.............................45

Section 11.04    Notation on Notes............................................45


                                       v
<PAGE>


                                TABLE OF CONTENTS
                                  (continued)
                                                                            Page


Section 11.05    Evidence of Compliance of Supplemental Indenture to be
                  Furnished to Trustee........................................45

                                   ARTICLE 12
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 12.01    Company May Consolidate on Certain Terms.....................46

Section 12.02    Successor to be Substituted..................................46

Section 12.03    Opinion of Counsel to be Given to Trustee....................47

                                   ARTICLE 13
                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 13.01    Discharge of Indenture.......................................47

Section 13.02    Deposited Monies to be Held in Trust by Trustee..............47

Section 13.03    Paying Agent to Repay Monies Held............................48

Section 13.04    Return of Unclaimed Monies...................................48

Section 13.05    Reinstatement................................................48

                                   ARTICLE 14
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 14.01    Indenture and Notes Solely Corporate Obligations.............48

                                   ARTICLE 15
                               CONVERSION OF NOTES

Section 15.01    Right to Convert.............................................49

Section 15.02    Exercise of Conversion Privilege; Issuance of Common Stock
                  on Conversion; No Adjustment for Interest or Dividends......49

Section 15.03    Cash Payments in Lieu of Fractional Shares...................51

Section 15.04    Conversion Rate..............................................51

Section 15.05    Adjustment of Conversion Rate................................51

Section 15.06    Effect of Reclassification, Consolidation, Merger or Sale....58

Section 15.07    Taxes on Shares Issued.......................................59

Section 15.08    Reservation of Shares, Shares to be Fully Paid; Compliance
                  with Governmental Requirements; Listing of Common Stock.....59

Section 15.09    Responsibility if Trustee....................................60

Section 15.10    Notice to Holders Prior to Certain Actions...................61


                                       vi
<PAGE>


                                TABLE OF CONTENTS
                                  (continued)
                                                                            Page


                                   ARTICLE 16
                                  SUBORDINATION

Section 16.01    Agreement of Subordination...................................61

Section 16.02    Payments to Holders..........................................62

Section 16.03    Subrogation of Notes.........................................64

Section 16.04    Authorization to Effect Subordination........................65

Section 16.05    Notice to Trustee............................................65

Section 16.06    Trustee's Relation to Senior Indebtedness....................66

Section 16.07    No Impairment of Subordination...............................66

Section 16.08    Certain Conversions Deemed Payment...........................67

Section 16.09    Article Applicable to Paying Agents..........................67

Section 16.10    Senior Indebtedness Entitled to Rely.........................67

                                   ARTICLE 17
                            MISCELLANEOUS PROVISIONS

Section 17.01    Provisions Binding on Company's Successors...................67

Section 17.02    Official Acts by Successor Corporation.......................67

Section 17.03    Addresses for Notices, Etc...................................68

Section 17.04    Governing Law................................................68

Section 17.05    Evidence of Compliance With Conditions Precedent,
                  Certificates to Trustee.....................................68

Section 17.06    Legal Holidays...............................................69

Section 17.07    Trust Indenture Act..........................................69

Section 17.08    No Security Interest Created.................................69

Section 17.09    Benefits of Indenture........................................69

Section 17.10    Table of Contents, Headings, Etc.............................69

Section 17.11    Authenticating Agent.........................................69

Section 17.12    Execution in Counterparts....................................70

Section 17.13    Severability.................................................70

Exhibit A      Form of Note..................................................A-1


                                      vii
<PAGE>


                                    INDENTURE

         INDENTURE dated as of January 15, 2004 between CompuDyne Corporation, a
Nevada corporation (hereinafter called the "Company"), and Wachovia Bank of
Delaware, National Association, a national banking association, as trustee
hereunder (hereinafter called the "Trustee").

                                   WITNESSETH:

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issue of its 6.25% Convertible Subordinated Notes Due 2011
(hereinafter called the "Notes"), in an aggregate principal amount not to exceed
$40,250,000 and, to provide the terms and conditions upon which the Notes are to
be authenticated, issued and delivered, the Company has duly authorized the
execution and delivery of this Indenture; and

         WHEREAS, the Notes, the certificate of authentication to be borne by
the Notes, a form of assignment, a form of election to require repurchase upon a
change in control and a form of conversion notice to be borne by the Notes are
to be substantially in the forms hereinafter provided for; and

         WHEREAS, all acts and things necessary to make the Notes, when executed
by the Company and authenticated and delivered by the Trustee or a duly
authorized authenticating agent, as in this Indenture provided, the valid,
binding and legal obligations of the Company, and to constitute this Indenture a
valid agreement according to its terms, have been done and performed, and the
execution of this Indenture and the issue hereunder of the Notes have in all
respects been duly authorized.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         That in order to declare the terms and conditions upon which the Notes
are, and are to be, authenticated, issued and delivered, and in consideration of
the premises and of the purchase and acceptance of the Notes by the holders
thereof, the Company covenants and agrees with the Trustee for the equal and
proportionate benefit of the respective holders from time to time of the Notes
(except as otherwise provided below), as follows:

                                    ARTICLE 1
                                   DEFINITIONS

         Section 1.01 Definitions. The terms defined in this Section 1.01
(except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section 1.01. All
other terms used in this Indenture that are defined in the Trust Indenture Act
or which are by reference therein defined in the Securities Act (except as
herein otherwise expressly provided or unless the context otherwise requires)
shall have the meanings assigned to such terms in the Trust Indenture Act and in
the Securities Act as in force at the date of the execution of this Indenture.
The words "herein", "hereof", "hereunder" and words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other
Subdivision. The terms defined in this Article include the plural as well as the
singular.


                                       1
<PAGE>

         "Adjustment Event" has the meaning specified in Section 15.05(k).

         "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.

         "Agent Members" has the meaning specified in Section 2.05(b).

         "Board of Directors" means the Board of Directors of the Company or a
committee of such Board duly authorized to act for it hereunder.

         "Business Day" means any day except a Saturday, Sunday or legal holiday
on which banking institutions in the City of New York are authorized or
obligated by law, regulation or executive order to be closed.

         "Change in Control" shall be deemed to have occurred at the time, after
the original issuance of the Notes, (i) any person or group of persons (within
the meaning of Sections 13(d) or 14(a) of the Exchange Act shall have acquired
beneficial ownership of (within the meaning of Rule 13d-3 promulgated by the
Commission under said Act) 50% or more of the voting capital stock of the
Company; or (ii) within a period of twelve (12) consecutive calendar months,
individuals who were directors of the Company on the first day of such period
(together with any new directors whose election to the board of directors, or
whose nomination for election, was approved by a vote of a majority of the
directors then still in office who were either directors at the beginning of
such period or whose election or nomination for election was previously so
approved) shall cease to constitute a majority of the board of directors of the
Company.

         "Change in Control Redemption" has the meaning specified in Section
3.02.

         "Change in Control Redemption Date" has the meaning specified in
Section 3.02.

         "Closing Sale Price" of the shares of Common Stock on any date means
the closing sale price per share (or, if no closing sale price is reported, the
average of the closing bid and ask prices or, if more than one in either case,
the average of the average closing bid and the average closing ask prices) on
such date as reported in composite transactions for the principal United States
securities exchange on which shares of Common Stock are traded or, if the shares
of Common Stock are not listed on a United States national or regional
securities exchange, as reported by Nasdaq or by the National Quotation Bureau
Incorporated. In the absence of such quotations, the Company shall be entitled
to determine the Closing Sale Price on the basis it considers appropriate. The
Closing Sale Price shall be determined without reference to extended or after
hours trading.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this Indenture such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.


                                       2
<PAGE>

         "Common Stock" means any stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company. Subject to the provisions
of Section 15.06, however, shares issuable on conversion of Notes shall include
only shares of the class designated as common stock of the Company at the date
of this Indenture (namely, the Common Stock, par value $.75) or shares of any
class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company and which are not subject to redemption by the
Company; provided that if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable on conversion
shall be substantially in the proportion which the total number of shares of
such class resulting from all such reclassifications bears to the total number
of shares of all such classes resulting from all such reclassifications.

         "Company" means the corporation named as the "Company" in the first
paragraph of this Indenture, and, subject to the provisions of Article 12 and
Section 15.06, shall include its successors and assigns.

         "Company Notice" has the meaning specified in Section 4.02.

         "Conversion Price" as of any day will equal $1,000 divided by the
Conversion Rate as of such date.

         "Conversion Rate" has the meaning specified in Section 15.04.

         "Corporate Trust Office" or other similar term, means the designated
office of the Trustee at which at any particular time its corporate trust
business as it relates to this Indenture shall be administered, which office is,
at the date as of which this Indenture is dated, located at 9300 Shelbyville
Road, Suite 507, Louisville, Kentucky 40222.

         "Current Market Price" has the meaning specified in Section 15.05(g).

         "Custodian" means Wachovia Bank of Delaware, National Association, as
custodian with respect to the Notes in global form, or any successor entity
thereto.

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

         "Defaulted Interest" has the meaning specified in Section 2.03.

         "Depositary" means the clearing agency registered under the Exchange
Act that is designated to act as the Depositary for the Global Notes. The
Depository Trust Company shall be the initial Depositary, until a successor
shall have been appointed and become such pursuant to the applicable provisions
of this Indenture, and thereafter, "Depositary" shall mean or include such
successor.


                                       3
<PAGE>

         "Determination Date" has the meaning specified in Section 15.05(k).

         "Event of Default" means any event specified in Section 7.01 as an
Event of Default.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, as in effect from time to
time.

         "Expiration Time" has the meaning specified in Section 15.05(f).

         "Fair Market Value" has the meaning specified in Section 15.05(g).

         "Final Maturity Date" means January 15, 2011.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the date of this Indenture.

         "Global Note" has the meaning specified in Section 2.02.

         "Indebtedness" means with respect to any Person, without duplication,
(a) all indebtedness, obligations and other liabilities (contingent or
otherwise) of such Person (i) for borrowed money (including obligations of such
Person in respect of overdrafts, foreign exchange contracts, currency exchange
agreements, interest rate protection agreements, and any loans or advances from
banks, whether or not evidenced by notes or similar instruments), (ii) evidenced
by credit or loan agreements, bonds, debentures, notes or similar instruments
(whether or not the recourse of the lender is to the whole of the assets of such
Person or to only a portion thereof) or (iii) for obligations incurred in the
ordinary course of business in connection with the obtaining of materials or
services (including any accounts payable or other accrued current trade
liability), (b) all reimbursement obligations and other liabilities (contingent
or otherwise) of such Person with respect to letters of credit, bank guarantees
or bankers' acceptances, (c) all obligations and liabilities (contingent or
otherwise) of such Person (i) in respect of leases of such Person required, in
conformity with GAAP, to be accounted for as capitalized lease obligations on
the balance sheet of such Person (as determined by the Company) or (ii) under
any lease or related document (including a purchase agreement, conditional sale
or other title retention agreement) in connection with the lease of real
property or improvements thereon (or any personal property included as part of
any such lease) which provides that such Person is contractually obligated to
purchase or cause a third party to purchase the leased property or pay an agreed
upon residual value of the leased property to the lessor (whether or not such
lease transaction is characterized as an operating lease or a capitalized lease
in accordance with GAAP), including the obligations of such Person to purchase
or cause a third party to purchase such leased property or to pay such agreed
upon residual value, (d) all obligations (contingent or otherwise) of such
Person with respect to any interest rate or other swap, cap, floor or collar
agreement, hedge agreement, forward contract, or other similar instrument or
agreement or foreign currency hedge, exchange, purchase or similar instrument or
agreement; (e) all direct or indirect guaranties, agreements to be jointly
liable or similar agreements by such Person in respect of, and obligations or
liabilities of such Person to purchase or otherwise acquire or otherwise assure
a creditor against loss in respect of, indebtedness, obligations or liabilities


                                       4
<PAGE>

of another Person of the kind described in clauses (a) through (d); (f)
indemnity obligations to sureties under bid, payment and performance bonding
arrangements; and (g) any and all deferrals, renewals, extensions, refinancings
and refundings of, or amendments, modifications or supplements to, any
indebtedness, obligation or liability of the kind described in clauses (a)
through (f).

         "Indenture" means this instrument as originally executed or, if amended
or supplemented as herein provided, as so amended or supplemented.

         "Interest" means, when used with reference to the Notes, any interest
payable under the terms of the Notes.

         "Non-Electing Share" has the meaning specified in Section 15.06.

         "Note" or "Notes" means any Note or Notes, as the case may be,
authenticated and delivered under this Indenture, including any Global Note.

         "Note Register" has the meaning specified in Section 2.05.

         "Note Registrar" has the meaning specified in Section 2.05.

         "Noteholder" or "Holder" as applied to any Note, or other similar terms
(but excluding the term "Beneficial Holder"), means any Person in whose name at
the time a particular Note is registered on the Note Registrar's books.

          "Officers' Certificate", when used with respect to the Company, means
a certificate signed by the Chairman of the Board, the Chief Executive Officer,
the President or any Vice President (whether or not designated by a number or
numbers or word or words added before or after the title "Vice President") and
the Treasurer or any Assistant Treasurer, or the Secretary or Assistant
Secretary of the Company.

         "Opinion of Counsel" means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company, or other counsel
reasonably acceptable to the Trustee.

         "Optional Redemption" has the meaning specified in Section 3.01.

         "Outstanding", when used with reference to the Notes and subject to the
provisions of Section 9.04, means, as of any particular time, all Notes
authenticated and delivered by the Trustee under this Indenture, except:

         (a) Notes theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

         (b) Notes in lieu of which, or in substitution for which, other Notes
shall have been authenticated and delivered pursuant to the terms of Section
2.06; and


                                       5
<PAGE>

         (c) Notes converted into Common Stock pursuant to Article 15 and Notes
deemed not outstanding pursuant to Article 3 or Article 4.

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

         "Predecessor Note" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note, and, for the purposes of this definition, any Note
authenticated and delivered under Section 2.06 in lieu of a lost, destroyed or
stolen Note shall be deemed to evidence the same debt as the lost, destroyed or
stolen Note that it replaces.

         "Premium" means any premium payable under the terms of the Notes.

         "Purchased Shares" has the meaning specified in Section 15.05(f).

         "Record Date" has the meaning specified in Section 2.03.

         "Repurchase Date" has the meaning specified in Section 4.01.

         "Repurchase Price" has the meaning specified in Section 4.01

         "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee with
direct responsibility for the administration of this Indenture and also means,
with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of such person's knowledge of or any familiarity
with the particular subject.

         "Securities" has the meaning specified in Section 15.05(d).

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, as in effect from time to time.

         "Senior Indebtedness" means the principal of, premium, if any, and
interest (including all interest accruing subsequent to the commencement of any
bankruptcy or similar proceeding, whether or not a claim for post-petition
interest is allowed as a claim in any such proceeding) payable on or in
connection with, and all fees, costs, expenses and other amounts accrued or due
on or in connection with, all Indebtedness of the Company, whether secured or
unsecured, absolute or contingent, due or to become due, outstanding on the date
of this Indenture or thereafter created, incurred, assumed, guaranteed or in
effect guaranteed by the Company (including all deferrals, renewals, extensions
or refundings of, or amendments, modifications or supplements to, the
foregoing), unless in the case of any particular Indebtedness the instrument
creating or evidencing the same or the assumption or guarantee thereof expressly
provides that such Indebtedness shall not be senior in right of payment to the
Notes or expressly provides that such Indebtedness is "pari passu" or "junior"
to the Notes. If any payment made to any holder of any Senior Indebtedness or
its Representative with respect to such Senior Indebtedness is rescinded or must
otherwise be returned by such holder or Representative upon the insolvency,
bankruptcy or reorganization of the Company or otherwise, the reinstated
Indebtedness of the Company arising as a result of such rescission or return
shall constitute Senior Indebtedness effective as of the date of such rescission
or return.


                                       6
<PAGE>

         "Significant Subsidiary" means, as of any date of determination, a
Subsidiary of the Company that would constitute a "Significant Subsidiary" as
such term is defined under Rule 1-02(w) of Regulation S-X of the Commission as
in effect on the date of this Indenture.

         "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of capital stock or other equity interest entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other subsidiaries
of that Person (or a combination thereof) and (ii) any partnership (a) the sole
general partner or managing general partner of which is such Person or a
subsidiary of such Person or (b) the only general partners of which are such
Person or of one or more subsidiaries of such Person (or any combination
thereof).

         "Trading Day" has the meaning specified in Section 15.05(g).

         "Trigger Event" has the meaning specified in Section 15.05(d).

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as it was in force at the date of this Indenture, except as provided in
Sections 11.03 and 15.06; provided that if the Trust Indenture Act of 1939 is
amended after the date hereof, the term "Trust Indenture Act" shall mean, to the
extent required by such amendment, the Trust Indenture Act of 1939 as so
amended.

         "Trustee" means Wachovia Bank of Delaware, National Association and its
successors and any corporation resulting from or surviving any consolidation or
merger to which it or its successors may be a party and any successor trustee at
the time serving as successor trustee hereunder.

                                   ARTICLE 2
        ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

         Section 2.01 Designation, Amount and Issue of Notes. The Notes shall be
designated as "6.25% CONVERTIBLE SUBORDINATED NOTES DUE 2011". Notes not to
exceed the aggregate principal amount of $40,250,000 (except pursuant to
Sections 2.05, 2.06, 3.01, 4.02 and 15.02 hereof) upon the execution of this
Indenture, or from time to time thereafter, may be executed by the Company and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Notes to or upon the written order of the Company,
signed by its Chairman of the Board, Chief Executive Officer, President or any
Vice President (whether or not designated by a number or numbers or word or
words added before or after the title "Vice President"), the Treasurer or any
Assistant Treasurer or the Secretary or Assistant Secretary, without any further
action by the Company hereunder.


                                       7
<PAGE>

         Section 2.02 Form of Notes. The Notes and the Trustee's certificate of
authentication to be borne by such Notes shall be substantially in the form set
forth in Exhibit A. The terms and provisions contained in the form of Note
attached as Exhibit A hereto shall constitute, and are hereby expressly made, a
part of this Indenture and, to the extent applicable, the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby.

         Any of the Notes may have such letters, numbers or other marks of
identification and such notations, legends, endorsements or changes as the
officers executing the same may approve (execution thereof to be conclusive
evidence of such approval) and as are not inconsistent with the provisions of
this Indenture, or as may be required by the Custodian or the Depositary or as
may be required to comply with any applicable law or with any rule or regulation
made pursuant thereto or with any rule or regulation of any securities exchange
or automated quotation system on which the Notes may be listed, or to conform to
usage, or to indicate any special limitations or restrictions to which any
particular Notes are subject.

         So long as the Notes are eligible for book-entry settlement with the
Depositary, or unless otherwise required by law, or otherwise contemplated by
Section 2.05(a), all of the Notes will be represented by one or more Notes in
global form registered in the name of the Depositary or the nominee of the
Depositary (a "Global Note"). The transfer and exchange of beneficial interests
in any such Global Note shall be effected through the Depositary in accordance
with this Indenture and the applicable procedures of the Depositary. Except as
provided in Section 2.05(a), beneficial owners of a Global Note shall not be
entitled to have certificates registered in their names, will not receive or be
entitled to receive physical delivery of certificates in definitive form and
will not be considered holders of such Global Note.

         Any Global Note shall represent such of the outstanding Notes as shall
be specified therein and shall provide that it shall represent the aggregate
amount of outstanding Notes from time to time endorsed thereon and that the
aggregate amount of outstanding Notes represented thereby may from time to time
be increased or reduced to reflect redemptions, conversions, transfers or
exchanges permitted hereby. Any endorsement of a Global Note to reflect the
amount of any increase or decrease in the amount of outstanding Notes
represented thereby shall be made by the Trustee or the Custodian, at the
direction of the Trustee, in such manner and upon instructions given by the
holder of such Notes in accordance with this Indenture. Payment of principal of
and interest and premium, if any, on any Global Note shall be made to the holder
of such Note.

         Section 2.03 Date and Denomination of Notes; Payments of Interest. The
Notes shall be issuable in registered form without coupons in denominations of
$1,000 principal amount and integral multiples thereof. Each Note shall be dated
the date of its authentication and shall bear interest from the date specified
on the face of the form of Note attached as Exhibit A hereto and shall be
payable semiannually on July 15 and January 15 of each year commencing on July
15, 2004. Interest on the Notes shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.

         The Person in whose name any Note (or its Predecessor Note) is
registered on the Note Register at the close of business on any Record Date with
respect to any interest payment date (including any Note that is converted after


                                       8
<PAGE>

the Record Date and on or before the interest payment date) shall be entitled to
receive the interest payable on such interest payment date notwithstanding the
cancellation of such Note upon any transfer, exchange or conversion subsequent
to the Record Date and on or prior to such interest payment date, except that
the interest payable upon redemption of the Notes or repurchase upon the
occurrence of a Change in Control will be payable to the Person to whom
principal is payable pursuant to such redemption or repurchase. Interest shall
be payable at the office of the Company maintained by the Company for such
purposes in the Borough of Manhattan, City of New York, which shall initially be
an office or agency of the Trustee. The Company shall pay interest (i) on any
Notes in certificated form by check mailed to the address of the Person entitled
thereto as it appears in the Note Register or (ii) on any Global Note by wire
transfer of immediately available funds to the account of the Depositary or its
nominee. The term "Record Date" with respect to any interest payment date shall
mean the July 1 or January 1 preceding the applicable July 15 or January 15
interest payment date, respectively.

         Any interest on any Note which is payable, but is not punctually paid
or duly provided for, on any July 15 or January 15 (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Noteholder on the relevant
record date by virtue of his having been such Noteholder, and such Defaulted
Interest shall be paid by the Company, at its election in each case, as provided
in clause (1) or (2) below:

         (1)The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Notes (or their respective Predecessor Notes) are
registered at the close of business on a special record date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Note and the date of the proposed payment (which
shall be not less than twenty-five (25) days after the receipt by the Trustee of
such notice, unless the Trustee shall consent to an earlier date), and at the
same time the Company shall deposit with the Trustee an amount of money equal to
the aggregate amount to be paid in respect of such Defaulted Interest or shall
make arrangements satisfactory to the Trustee for such deposit on or prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Trustee shall fix a special record date for the
payment of such Defaulted Interest which shall be not more than fifteen (15)
days and not less than ten (10) days prior to the date of the proposed payment,
and not less than ten (10) days after the receipt by the Trustee of the notice
of the proposed payment. The Trustee shall promptly notify the Company of such
special record date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and the special
record date therefor to be mailed, first-class postage prepaid, to each holder
at his address as it appears in the Note Register, not less than ten (10) days
prior to such special record date. Notice of the proposed payment of such
Defaulted Interest and the special record date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the Notes
(or their respective Predecessor Notes) are registered at the close of business
on such special record date and shall no longer be payable pursuant to the
following clause (2) of this Section 2.03.

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


                                       9
<PAGE>

         Section 2.04 Execution of Notes. The Notes shall be signed in the name
and on behalf of the Company by the manual or facsimile signature of its
Chairman of the Board, Chief Executive Officer, President or any Vice President
(whether or not designated by a number or numbers or word or words added before
or after the title "Vice President") and attested by the manual or facsimile
signature of its Secretary or any of its Assistant Secretaries or its Treasurer
or any of its Assistant Treasurers (which may be printed, engraved or otherwise
reproduced thereon, by facsimile or otherwise). Only such Notes as shall bear
thereon a certificate of authentication substantially in the form set forth on
the form of Note attached as Exhibit A hereto, manually executed by the Trustee
(or an authenticating agent appointed by the Trustee as provided by Section
17.11), shall be entitled to the benefits of this Indenture or be valid or
obligatory for any purpose. Such certificate by the Trustee (or such an
authenticating agent) upon any Note executed by the Company shall be conclusive
evidence that the Note so authenticated has been duly authenticated and
delivered hereunder and that the holder is entitled to the benefits of this
Indenture.

         In case any officer of the Company who shall have signed any of the
Notes shall cease to be such officer before the Notes so signed shall have been
authenticated and delivered by the Trustee, or disposed of by the Company, such
Notes nevertheless may be authenticated and delivered or disposed of as though
the person who signed such Notes had not ceased to be such officer of the
Company, and any Note may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Note, shall be the proper officers
of the Company, although at the date of the execution of this Indenture any such
person was not such an officer.

         Section 2.05 Exchange and Registration of Transfer of Notes.

         (a) The Company shall cause to be kept at the Corporate Trust Office a
register (the register maintained in such office and in any other office or
agency of the Company designated pursuant to Section 5.02 being herein sometimes
collectively referred to as the "Note Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Notes and of transfers of Notes. The Note Register shall be in
written form or in any form capable of being converted into written form within
a reasonably prompt period of time. The Trustee is hereby appointed "Note
Registrar" for the purpose of registering Notes and transfers of Notes as herein
provided. The Company may appoint one or more co-registrars in accordance with
Section 5.02.

         Upon surrender for registration of transfer of any Note to the Note
Registrar or any co-registrar, and satisfaction of the requirements for such
transfer set forth in this Section 2.05, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Notes of any authorized denominations and of a
like aggregate principal amount and bearing such restrictive legends as may be
required by this Indenture.


                                       10
<PAGE>

         Notes may be exchanged for other Notes of any authorized denominations
and of a like aggregate principal amount, upon surrender of the Notes to be
exchanged at any such office or agency maintained by the Company pursuant to
Section 5.02. Whenever any Notes are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Notes which
the Noteholder making the exchange is entitled to receive bearing registration
numbers not contemporaneously outstanding.

         All Notes issued upon any registration of transfer or exchange of Notes
shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Notes surrendered
upon such registration of transfer or exchange.

         All Notes presented or surrendered for registration of transfer or for
exchange, redemption, repurchase or conversion shall (if so required by the
Company or the Note Registrar) be duly endorsed, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company, and
the Notes shall be duly executed by the Noteholder thereof or his attorney duly
authorized in writing.

         No service charge shall be made to any holder for any registration of,
transfer or exchange of Notes, but the Company may require payment by the holder
of a sum sufficient to cover any tax, assessment or other governmental charge
that may be imposed in connection with any registration of transfer or exchange
of Notes.

         Neither the Company nor the Trustee nor any Note Registrar shall be
required to exchange or register a transfer of (a) any Notes or portions thereof
surrendered for conversion pursuant to Article 15 or (b) any Notes or portions
thereof tendered for repurchase pursuant to Section 4.02.

         (b) The following provisions shall apply only to Global Notes:

               (i) Each Global Note authenticated under this Indenture shall be
          registered in the name of the Depositary or a nominee thereof and
          delivered to such Depositary or a nominee thereof or Custodian
          therefor, and each such Global Note shall constitute a single Note for
          all purposes of this Indenture.

               (ii) Notwithstanding any other provision in this Indenture, no
          Global Note may be exchanged in whole or in part for Notes registered,
          and no transfer of a Global Note in whole or in part may be
          registered, in the name of any Person other than the Depositary or a
          nominee thereof unless (a) the Depositary (i) has notified the Company
          that it is unwilling or unable to continue as Depositary for such
          Global Note and a successor depositary has not been appointed by the
          Company within ninety days or (ii) has ceased to be a clearing agency
          registered under the Exchange Act, (b) an Event of Default has
          occurred and is continuing or (c) the Company, in its sole discretion,
          notifies the Trustee in writing that it no longer wishes to have all
          the Notes represented by Global Notes. Any Global Note exchanged
          pursuant to clause (A) or (B) above shall be so exchanged in whole and
          not in part and any Global Note exchanged pursuant to clause (C) above
          may be exchanged in whole or from time to time in part as directed by
          the Company. Any Note issued in exchange for a Global Note or any
          portion thereof shall be a Global Note; provided that any such Note so
          issued that is registered in the name of a Person other than the
          Depositary or a nominee thereof shall not be a Global Note.


                                       11
<PAGE>

               (iii) Notes issued in exchange for a Global Note or any portion
          thereof pursuant to clause (ii) above shall be issued in definitive,
          fully registered form, without interest coupons, shall have an
          aggregate principal amount equal to that of such Global Note or
          portion thereof to be so exchanged, shall be registered in such names
          and be in such authorized denominations as the Depositary shall
          designate and shall bear any legends required hereunder. Any Global
          Note to be exchanged in whole shall be surrendered by the Depositary
          to the Trustee, as Note Registrar. With regard to any Global Note to
          be exchanged in part, either such Global Note 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 Note, the
          principal amount thereof shall be reduced, by an amount equal to the
          portion thereof to be so exchanged, by means of an appropriate
          adjustment made on the records of the Trustee. Upon any such surrender
          or adjustment, the Trustee shall authenticate and make available for
          delivery the Note issuable on such exchange to or upon the written
          order of the Depositary or an authorized representative thereof.

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

               (v) Neither any members of, or participants in, the Depositary
          ("Agent Members") nor any other Persons on whose behalf Agent Members
          may act shall have any rights under this Indenture with respect to any
          Global Note registered in the name of the Depositary or any nominee
          thereof, and the Depositary or such nominee, as the case may be, may
          be treated by the Company, the Trustee and any agent of the Company or
          the Trustee as the absolute owner and holder of such Global Note 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 Note.

               (vi) At such time as all interests in a Global Note have been
          redeemed, converted, canceled or exchanged for Notes in certificated
          form, such Global Note shall, upon receipt thereof, be canceled by the
          Trustee in accordance with standing procedures and instructions
          existing between the Depositary and the Custodian. At any time prior
          to such cancellation, if any interest in a Global Note is redeemed,
          converted, canceled or exchanged for Notes in certificated form, the
          principal amount of such Global Note shall, in accordance with the
          standing procedures and instructions existing between the Depositary
          and the Custodian, be appropriately reduced, and an endorsement shall
          be made on such Global Note, by the Trustee or the Custodian, at the
          direction of the Trustee, to reflect such reduction.


                                       12
<PAGE>

         (c) The Trustee shall have no responsibility or obligation to any Agent
Members or any other Person with respect to the accuracy of the books or
records, or the acts or omissions, of the Depositary or its nominee or of any
participant or member thereof, with respect to any ownership interest in the
Notes or with respect to the delivery to any Agent Member or other Person (other
than the Depositary) of any notice (including any notice of redemption) or the
payment of any amount, under or with respect to such Notes. All notices and
communications to be given to the Noteholders and all payments to be made to
Noteholders under the Notes shall be given or made only to or upon the order of
the registered Noteholders (which shall be the Depositary or its nominee in the
case of a Global Note). The rights of beneficial owners in any Global Note shall
be exercised only through the Depositary subject to the customary procedures of
the Depositary. The Trustee may rely and shall be fully protected in relying
upon information furnished by the Depositary with respect to its Agent Members.

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

         Section 2.06 Mutilated, Destroyed, Lost or Stolen Notes. In case any
Note shall become mutilated or be destroyed, lost or stolen, the Company in its
discretion may execute, and upon its written request the Trustee or an
authenticating agent appointed by the Trustee shall authenticate and make
available for delivery, a new Note, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Note, or in lieu of
and in substitution for the Note so destroyed, lost or stolen. In every case,
the applicant for a substituted Note shall furnish to the Company, to the
Trustee and, if applicable, to such authenticating agent such security or
indemnity as may be required by them to save each of them harmless for any loss,
liability, cost or expense caused by or connected with such substitution, and,
in every case of destruction, loss or theft, the applicant shall also furnish to
the Company, to the Trustee and, if applicable, to such authenticating agent
evidence to their satisfaction of the destruction, loss or theft of such Note
and of the ownership thereof.

         Following receipt by the Trustee or such authenticating agent, as the
case may be, of satisfactory security or indemnity and evidence, as described in
the preceding paragraph, the Trustee or such authenticating agent may
authenticate any such substituted Note and make available for delivery such
Note. Upon the issuance of any substituted Note, the Company may require the
payment by the holder of a sum sufficient to cover any tax, assessment or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Note which has matured or is about to
mature or has been tendered for repurchase upon a Change in Control or is to be
converted into Common Stock shall become mutilated or be destroyed, lost or
stolen, the Company may, instead of issuing a substitute Note, pay or authorize
the payment of or convert or authorize the conversion of the same (without
surrender thereof except in the case of a mutilated Note), as the case may be,
if the applicant for such payment or conversion shall furnish to the Company, to
the Trustee and, if applicable, to such authenticating agent such security or
indemnity as may be required by them to save each of them harmless for any loss,
liability, cost or expense caused by or in connection with such substitution,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company, the Trustee and, if applicable, any paying agent or
conversion agent evidence to their satisfaction of the destruction, loss or
theft of such Note and of the ownership thereof.


                                       13
<PAGE>

         Every substitute Note issued pursuant to the provisions of this Section
2.06 by virtue of the fact that any Note is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Note shall be found at any time, and shall be
entitled to all the benefits of (but shall be subject to all the limitations set
forth in) this Indenture equally and proportionately with any and all other
Notes duly issued hereunder. To the extent permitted by law, all Notes shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment or conversion or redemption
of mutilated, destroyed, lost or stolen Notes and shall preclude any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment or
conversion or redemption of negotiable instruments or other securities without
their surrender.

         Section 2.07 Temporary Notes. Pending the preparation of Notes in
certificated form, the Company may execute and the Trustee or an authenticating
agent appointed by the Trustee shall, upon the written request of the Company,
authenticate and deliver temporary Notes (printed or lithographed). Temporary
Notes shall be issuable in any authorized denomination, and substantially in the
form of the Notes in certificated form, but with such omissions, insertions and
variations as may be appropriate for temporary Notes, all as may be determined
by the Company. Every such temporary Note shall be executed by the Company and
authenticated by the Trustee or such authenticating agent upon the same
conditions and in substantially the same manner, and with the same effect, as
the Notes in certificated form. Without unreasonable delay, the Company will
execute and deliver to the Trustee or such authenticating agent Notes in
certificated form and thereupon any or all temporary Notes may be surrendered in
exchange therefor, at each office or agency maintained by the Company pursuant
to Section 5.02 and the Trustee or such authenticating agent shall authenticate
and make available for delivery in exchange for such temporary Notes an equal
aggregate principal amount of Notes in certificated form. Such exchange shall be
made by the Company at its own expense and without any charge therefor. Until so
exchanged, the temporary Notes shall in all respects be entitled to the same
benefits and subject to the same limitations under this Indenture as Notes in
certificated form authenticated and delivered hereunder.

         Section 2.08 Cancellation of Notes. All Notes surrendered for the
purpose of payment, redemption, repurchase, conversion, exchange or registration
of transfer shall, if surrendered to the Company or any paying agent or any Note
Registrar or any conversion agent, be surrendered to the Trustee and promptly
canceled by it, or, if surrendered to the Trustee, shall be promptly canceled by
it, and no Notes shall be issued in lieu thereof except as expressly permitted
by any of the provisions of this Indenture. The Trustee shall dispose of such
canceled Notes in accordance with its customary procedures. If the Company shall
acquire any of the Notes, such acquisition shall not operate as a redemption, or
satisfaction of the indebtedness represented by such Notes unless and until the
same are delivered to the Trustee for cancellation.


                                       14
<PAGE>

         Section 2.09 CUSIP Numbers. The Company in issuing the Notes may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Noteholders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption shall not
be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the "CUSIP" numbers.

                                   ARTICLE 3
                               REDEMPTION OF NOTES

         Section 3.01 Redemption of Notes At Option of the Company. Except upon
the occurrence of a Change in Control or as otherwise provided in Section 4.01,
the Company may not redeem any Notes prior to January 15, 2009. On any interest
payment date occurring on or after January 15, 2009, and prior to maturity, the
Notes may be redeemed at the option of the Company (an "Optional Redemption"),
in whole or in part, upon notice as set forth in Section 3.03, at the redemption
price set forth in the form of Note attached as Exhibit A hereto, together with
accrued and unpaid interest, if any, to, but excluding the date fixed for
redemption.

         Section 3.02 Optional Redemption of Notes Upon a Change in Control.
Upon the occurrence of a Change in Control, the Notes may be redeemed at the
option of the Company (a "Change in Control Redemption"), in whole but not in
part, not later than five Business Days following the effective date of the
event or circumstance resulting in the Change in Control (the "Change in Control
Redemption Date"), upon notice as set forth in Section 3.03, at the redemption
prices set forth in the form of Note attached as Exhibit A hereto, together with
accrued and unpaid interest, if any, to, but excluding the date fixed for
redemption.

         Section 3.03 Notice of Redemption; Selection of Notes.

         (a) In case the Company shall desire to exercise the right to redeem
all or, as the case may be, any part of the Notes pursuant to Section 3.01, it
shall fix a date for redemption and it or, at its written request received by
the Trustee not fewer than forty-five (45) days prior (or such shorter period of
time as may be acceptable to the Trustee) to the date fixed for redemption, the
Trustee in the name of and at the expense of the Company, shall mail or cause to
be mailed a notice of such redemption not fewer than thirty (30) nor more than
sixty (60) days prior to the redemption date to each holder of Notes so to be
redeemed as a whole or in part at its last address as the same appears on the
Note register; provided that if the Company shall give such notice, it shall
also give written notice of the redemption date to the Trustee. Such mailing
shall be by first class mail. The notice, if mailed in the manner herein
provided, shall be conclusively presumed to have been duly given, whether or not
the holder receives such notice. In any case, failure to give such notice by
mail or any defect in the notice to the holder of any Note designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Note. Concurrently with the mailing
of any such notice of redemption, the Company shall issue a press release
announcing such redemption, the form and content of which press release shall be
determined by the Company in its sole discretion. The failure to issue any such
press release or any defect therein shall not affect the validity of the
redemption notice or any of the proceedings for the redemption of any Note
called for redemption.


                                       15
<PAGE>

         (b) If the Company elects to exercise its right to redeem the Notes
pursuant to Section 3.02, it or, at its written request received by the Trustee
not fewer than thirty (30) days prior (or such shorter period of time as may be
acceptable to the Trustee) to the date fixed for redemption, the Trustee in the
name of and at the expense of the Company, shall mail or cause to be mailed a
notice of such redemption not later than thirty (30) days following the date of
first public announcement of the event or circumstance which has or may result
in a Change in Control to each holder of Notes at its last address as the same
appears on the Note register; provided that if the Company shall give such
notice, it shall also give written notice of the redemption date to the Trustee.
Such mailing shall be by first class mail. The notice, if mailed in the manner
herein provided, shall be conclusively presumed to have been duly given, whether
or not the holder receives such notice. In any case, failure to give such notice
by mail or any defect in the notice to the holder of any Note shall not affect
the validity of the proceedings for the redemption of any other Note. The notice
shall indicate the event or circumstance which has or may result in a Change in
Control, shall be accompanied by a copy of any press release or other public
announcement of the Change in Control event, and may state that the Company's
obligation to redeem the Notes is subject to consummation of the Change in
Control event. Concurrently with the mailing of any such notice of redemption,
the Company shall issue a press release announcing such redemption, the form and
content of which press release shall be determined by the Company in its sole
discretion. The failure to issue any such press release or any defect therein
shall not affect the validity of the redemption notice or any of the proceedings
for the redemption of any Note called for redemption.

         (c) Each such notice of redemption shall specify the aggregate
principal amount of Notes to be redeemed, the CUSIP number or numbers of the
Notes being redeemed, the date fixed for redemption (which shall be a Business
Day), the redemption price at which Notes are to be redeemed, the place or
places of payment, that payment will be made upon presentation and surrender of
such Notes, that interest accrued to the date fixed for redemption will be paid
as specified in said notice, and that on and after said date interest thereon or
on the portion thereof to be redeemed will cease to accrue. Such notice shall
also state the current Conversion Rate and the date on which the right to
convert such Notes or portions thereof into Common Stock will expire. If fewer
than all the Notes are to be redeemed, the notice of redemption shall identify
the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is
to be redeemed in part only, the notice of redemption shall state the portion of
the principal amount thereof to be redeemed and shall state that, on and after
the redemption date, upon surrender of such Note, a new Note or Notes in
principal amount equal to the unredeemed portion thereof will be issued.

         (d) On or prior to the redemption date specified in the notice of
redemption given as provided in this Section 3.03, the Company will deposit with
the Trustee or with one or more paying agents (or, if the Company is acting as
its own paying agent, set aside, segregate and hold in trust as provided in
Section 5.04) an amount of money in immediately available funds sufficient to
redeem on the redemption date all the Notes (or portions thereof) so called for
redemption (other than those theretofore surrendered for conversion into Common
Stock) at the appropriate redemption price, together with accrued interest to,
but excluding, the redemption date; provided that if such payment is made on the
redemption date it must be received by the Trustee or paying agent, as the case


                                       16
<PAGE>

may be, by 10:00 a.m. New York City time on such date. The Company shall be
entitled to retain any interest, yield or gain on amounts deposited with the
Trustee or any paying agent pursuant to this Section 3.03 in excess of amounts
required hereunder to pay the redemption price and accrued interest to, but
excluding, the redemption date. If any Note called for redemption is converted
pursuant hereto prior to such redemption date, any money deposited with the
Trustee or any paying agent or so segregated and held in trust for the
redemption of such Note shall be paid to the Company, or, if then held by the
Company, shall be discharged from such trust. Whenever any Notes are to be
redeemed pursuant to Sections 3.01 or 3.02, the Company will give the Trustee
written notice in the form of an Officers' Certificate not fewer than forty-five
(45) days in the case of an Optional Redemption, or thirty (30) days in the case
of a Change in Control Redemption (or such shorter period of time as may be
acceptable to the Trustee) prior to the redemption date as to the aggregate
principal amount of Notes to be redeemed.

         (e) If less than all of the outstanding Notes are to be redeemed, the
Trustee shall select the Notes or portions thereof of the Global Note or the
Notes in certificated form to be redeemed (in principal amounts of $1,000 or
multiples thereof) by lot, on a pro rata basis or by another method the Trustee
deems fair and appropriate. If any Note selected for partial redemption is
submitted for conversion in part after such selection, the portion of such Note
submitted for conversion shall be deemed (so far as may be possible) to be the
portion to be selected for redemption. The Notes (or portions thereof) so
selected shall be deemed duly selected for redemption for all purposes hereof,
notwithstanding that any such Note is submitted for conversion in part before
the mailing of the notice of redemption.

         (f) Upon any redemption of less than all of the outstanding Notes, the
Company and the Trustee may (but need not), solely for purposes of determining
the pro rata allocation among such Notes as are unconverted and outstanding at
the time of redemption, treat as outstanding any Notes surrendered for
conversion during the period of fifteen (15) days next preceding the mailing of
a notice of redemption and may (but need not) treat as outstanding any Note
authenticated and delivered during such period in exchange for the unconverted
portion of any Note converted in part during such period.

         Section 3.04 Payment of Notes Called for Redemption by the Company. If
notice of redemption has been given as provided in Section 3.03, the Notes or
portion of Notes with respect to which such notice has been given shall, unless
converted into Common Stock pursuant to the terms hereof, become due and payable
on the date fixed for redemption and at the place or places stated in such
notice at the applicable redemption price, together with interest accrued to
(but excluding) the redemption date, and on and after said date (unless the
Company shall default in the payment of such Notes at the redemption price,
together with interest accrued to said date) interest on the Notes or portion of
the Notes so called for redemption shall cease to accrue and, after the closing
of business on the Business Day immediately preceding the redemption date, such
Notes shall cease to be convertible into Common Stock and, except as provided in
Sections 8.05 and 13.04, to be entitled to any benefit or security under this
Indenture, and the holders thereof shall have no right in respect of such Notes
except the right to receive the redemption price thereof and unpaid interest to
(but excluding) the redemption date. On presentation and surrender of such Notes
at a place of payment in said notice specified, the said Notes or the specified
portions thereof shall be paid and redeemed by the Company at the applicable
redemption price, together with interest accrued thereon to, but excluding, the
redemption date; provided that if the applicable redemption date is an interest
payment date, the interest payable on such interest payment date shall be
payable to the holders of record of such Notes on the applicable record date
instead of the holders surrendering such Notes for redemption on such date.


                                       17
<PAGE>

         Upon presentation of any Note redeemed in part only, the Company shall
execute and the Trustee shall authenticate and make available for delivery to
the holder thereof, at the expense of the Company, a new Note or Notes, of
authorized denominations, in principal amount equal to the unredeemed portion of
the Notes so presented.

         Notwithstanding the foregoing, the Trustee shall not redeem any Notes
or mail any notice of redemption during the continuance of a default in payment
of interest or premium, if any, on the Notes. If any Note called for redemption
shall not be so paid upon surrender thereof for redemption, the principal and
premium, if any, shall, until paid or duly provided for, bear interest from the
redemption date at a rate equal to 1% per annum plus the rate borne by the Note
(without duplication of the 1% increase provided for under Section 7.02) and
such Note shall remain convertible into Common Stock until the principal and
premium, if any, and interest shall have been paid or duly provided for.

                                   ARTICLE 4
                  REPURCHASE OF NOTES UPON A CHANGE IN CONTROL

         Section 4.01 Right to Require Repurchase. In the event that a Change in
Control shall occur, and the Company shall not have redeemed the Notes pursuant
to Section 3.02 by the applicable Change in Control Redemption Date, then each
Holder shall have the right, at the Holder's option, to require the Company to
repurchase, and upon the exercise of such right the Company shall repurchase,
all of such Holder's Notes not theretofore called for redemption, or any portion
of the principal amount thereof that is equal to U.S. $1,000 or any integral
multiple of U.S. $1,000 in excess thereof (provided that no single Note may be
repurchased in part unless the portion of the principal amount of such Note to
be Outstanding after such repurchase is equal to U.S. $1,000 or integral
multiples of U.S. $1,000 in excess thereof), on the date (the "Repurchase Date")
that is 45 days after the date of the Company Notice (as defined in Section
4.02) (or if such date is not a Business Day then the next succeeding Business
Day) at a purchase price equal to 100% of the principal amount of the Notes to
be repurchased plus interest accrued but unpaid to, but excluding, the
Repurchase Date (the "Repurchase Price"); provided, however, that installments
of interest on Notes whose Final Maturity Date is on or prior to the Repurchase
Date shall be payable to the Holders of such Notes, or one or more Predecessor
Notes, registered as such on the relevant Record Date according to their terms
and the provisions of Section 2.03. Such right to require the repurchase of the
Notes shall not continue after a discharge of the Company from its obligations
with respect to the Notes in accordance with Article 13, unless a Change in
Control shall have occurred prior to such discharge. Whenever in this Indenture
there is a reference, in any context, to the principal of any Note as of any
time, such reference shall be deemed to include reference to the Repurchase
Price payable in respect of such Note to the extent that such Repurchase Price
is, was or would be so payable at such time, and express mention of the
Repurchase Price in any provision of this Indenture shall not be construed as
excluding the Repurchase Price in those provisions of this Indenture when such
express mention is not made.


                                       18
<PAGE>

         Section 4.02 Notices; Method of Exercising Repurchase Right, Etc. (a)
Unless the Company shall have theretofore called for redemption all of the
Outstanding Notes, on or before the 30th day after the occurrence of a Change in
Control, the Company or, at the request (and expense) of the Company on or
before the 15th day after such occurrence, the Trustee, shall give to all
Holders of Notes, in the manner provided in Section 17.03, notice (the "Company
Notice") of the occurrence of the Change of Control and of the repurchase right
set forth herein arising as a result thereof. The Company shall also deliver a
copy of such Company Notice to the Trustee.

         Each Company Notice shall state:

               (i) the Repurchase Date,

               (ii) the date by which the repurchase right must be exercised,

               (iii) the Repurchase Price,

               (iv) a description of the procedure that a Holder must follow to
          exercise a repurchase right, and the place or places where such Notes
          are to be surrendered for payment of the Repurchase Price and accrued
          interest, if any, to the Repurchase Date,

               (v) that on the Repurchase Date the Repurchase Price, and accrued
          interest, if any, to the Repurchase Date, will become due and payable
          upon each such Note designated by the Holder to be repurchased, and
          that interest thereon shall cease to accrue on and after said date,

               (vi) the Conversion Rate then in effect, the date on which the
          right to convert the principal amount of the Notes to be repurchased
          will terminate and the place or places where such Notes may be
          surrendered for conversion, and

               (vii) the place or places that the Note certificate with the
          Election of Holder to Require Repurchase upon a Change in Control as
          specified in Exhibit A shall be delivered.

         No failure of the Company to give the foregoing notices or defect
therein shall limit any Holder's right to exercise a repurchase right or affect
the validity of the proceedings for the repurchase of Notes.

         If any of the foregoing provisions or other provisions of this Article
4 are inconsistent with applicable law, such law shall govern.

         (b) To exercise a repurchase right, a Holder shall deliver to the
Trustee on or before the 30th day after the date of the Company Notice (i)
irrevocable written notice of the Holder's exercise of such right, which notice
shall set forth the name of the Holder, the principal amount of the Notes to be
repurchased (and, if any Note is to be repurchased in part, the serial number
thereof, the portion of the principal amount thereof to be repurchased and the
name of the Person in which the portion thereof to remain Outstanding after such


                                       19
<PAGE>

repurchase is to be registered) and a statement that an election to exercise the
repurchase right is being made thereby, and (ii) the Notes with respect to which
the repurchase right is being exercised. Such written notice shall be
irrevocable, except that the right of the Holder to convert the Notes with
respect to which the repurchase right is being exercised shall continue until
the close of business on the Business Day immediately preceding the Repurchase
Date.

         (c) In the event a repurchase right shall be exercised in accordance
with the terms hereof, the Company shall pay or cause to be paid to the Trustee
the Repurchase Price in cash for payment to the Holder on the Repurchase Date,
together with accrued and unpaid interest to the Repurchase Date payable with
respect to the Notes as to which the repurchase right has been exercised;
provided, however, that installments of interest payable on or prior to the
Repurchase Date shall be payable in cash to the Holders of such Notes, or one or
more Predecessor Notes, registered as such at the close of business on the
relevant Regular Record Date.

         (d) If any Note (or portion thereof) surrendered for repurchase shall
not be so paid on the Repurchase Date, the principal amount of such Note (or
portion thereof, as the case may be) shall, until paid, bear interest to the
extent permitted by applicable law from the Repurchase Date at the rate of 7.25%
per annum, and each Note shall remain convertible into Common Stock until the
principal of such Note (or portion thereof, as the case may be) shall have been
paid or duly provided for.

         (e) Any Note that is to be repurchased only in part shall be
surrendered to the Trustee (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and make available for delivery to the Holder of such Note
without service charge, a new Note or Notes, containing identical terms and
conditions, each in an authorized denomination in aggregate principal amount
equal to and in exchange for the unrepurchased portion of the principal of the
Note so surrendered.

         (f) All Notes delivered for repurchase shall be delivered to the
Trustee to be canceled at the direction of the Trustee, which shall dispose of
the same as provided in Section 2.08.

         Section 4.03 Deposit of Repurchase Price. (a) Prior to 10:00 a.m. (New
York City Time) on the Repurchase Date, the Company shall deposit with the
Trustee (or other paying agent appointed by the Company; 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 5.04) an amount of cash
(in immediately available funds if deposited on the Repurchase Date), sufficient
to pay the aggregate repurchase price of all the Notes or portions thereof that
are to be repurchased as of the Repurchase Date.

         (b) If the Trustee or other paying agent appointed by the Company, or
the Company or a Subsidiary or Affiliate of either of them, if such entity is
acting as the paying agent, holds cash sufficient to pay the aggregate
repurchase price of all the Notes, or portions thereof, that are to be
repurchased as of the Repurchase Date, on or after the Repurchase Date (i) the
Notes will cease to be outstanding, (ii) interest on the Notes will cease to
accrue, and (iii) all other rights of the holders of such Notes will terminate,
whether or not book-entry transfer of the Notes has been made or the Notes have
been delivered to the Trustee or paying agent, other than the right to receive
the Repurchase Price upon delivery of the Notes.


                                       20
<PAGE>

         Section 4.04 Repayment to the Company. The Trustee (or other paying
agent appointed by the Company) shall return to the Company any cash that
remains unclaimed as provided in Section 13.04.

         Section 4.05 Consolidation, Merger, Etc. In the case of any merger,
consolidation, conveyance, sale, transfer or lease of all or substantially all
of the assets of the Company to which Section 12.01 applies, in which the Common
Stock of the Company is changed or exchanged as a result into the right to
receive shares of stock and other securities or property or assets (including
cash) which includes shares of Common Stock of the Company or common stock of
another 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 constitute
at the time such change or exchange becomes effective in excess of 50% of the
aggregate fair market value of such shares of stock and other securities,
property and assets (including cash) (as determined by the Company, which
determination shall be conclusive and binding), then the Person formed by such
consolidation or resulting from such merger or combination or which acquires the
properties or assets (including cash) of the Company, as the case may be, shall
execute and deliver to the Trustee a supplemental indenture (which shall comply
with the Trust Indenture Act as in force at the date of execution of such
supplemental indenture) modifying the provisions of this Indenture relating to
the right of Holders to cause the Company to repurchase the Notes following a
Change in Control, including without limitation the applicable provisions of
this Article 4 and the definitions of the Common Stock and Change in Control, as
appropriate, and such other related definitions set forth herein as determined
in good faith by the Company (which determination shall be conclusive and
binding), to make such provisions apply in the event of a subsequent Change in
Control to the common stock and the issuer thereof if different from the Company
and Common Stock of the Company (in lieu of the Company and the Common Stock of
the Company).

         Section 4.06 Compliance with Tender Offer Rules. The Company will
comply with the provisions of Rule 13e-4 and any other tender offer rules under
the Exchange Act to the extent then applicable in connection with the repurchase
rights of the holders of Notes in the event of a Change in Control.

                                   ARTICLE 5
                       PARTICULAR COVENANTS OF THE COMPANY

         Section 5.01 Payment of Principal, Premium and Interest. The Company
covenants and agrees that it will duly and punctually pay or cause to be paid
the principal of and premium, if any (including the redemption price payable
upon redemption pursuant to Article 3 and the Repurchase Price payable upon a
Change in Control pursuant to Article 4), and interest, on each of the Notes at
the places, at the respective times and in the manner provided herein and in the
Notes.


                                       21
<PAGE>

         Section 5.02 Maintenance of Office or Agency. The Company will maintain
an office or agency in the Borough of Manhattan, the City of New York, where the
Notes may be surrendered for registration of transfer or exchange or for
presentation for payment or for conversion or redemption and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency not
designated or appointed by the Trustee. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office.

         The Company may also from time to time designate co-registrars and one
or more offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations.
The Company will give prompt written notice of any such designation or
rescission and of any change in the location of any such other office or agency.

         The Company hereby initially designates the Trustee as paying agent,
Note Registrar, Custodian and conversion agent and the Corporate Trust Office
shall be considered as one such office or agency of the Company for each of the
aforesaid purposes.

         So long as the Trustee is the Note Registrar, the Trustee agrees to
mail, or cause to be mailed, the notices set forth in Section 8.10(a) and the
third paragraph of Section 8.11. If co-registrars have been appointed in
accordance with this Section, the Trustee shall mail such notices only to the
Company and the holders of Notes it can identify from its records.

         Section 5.03 Appointments to Fill Vacancies in Trustee's Office. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 8.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

         Section 5.04 Provisions as to Paying Agent. (a) If the Company shall
appoint a paying agent other than the Trustee, or if the Trustee shall appoint
such a paying agent, the Company will cause such paying agent to execute and
deliver to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this Section 5.04:

               (1) that it will hold all sums held by it as such agent for the
          payment of the principal of and premium, if any, or interest on the
          Notes (whether such sums have been paid to it by the Company or by any
          other obligor on the Notes) in trust for the benefit of the holders of
          the Notes;

               (2) that it will give the Trustee notice of any failure by the
          Company (or by any other obligor on the Notes) to make any payment of
          the principal of and premium, if any, or interest on the Notes when
          the same shall be due and payable; and

               (3) that at any time during the continuance of an Event of
          Default, upon request of the Trustee, it will forthwith pay to the
          Trustee all sums so held in trust.


                                       22
<PAGE>

         The Company shall, on or before each due date of the principal of,
premium, if any, or interest on the Notes, deposit with the paying agent a sum
(in funds which are immediately available on the due date for such payment)
sufficient to pay such principal, premium, if any, or interest, and (unless such
paying agent is the Trustee) the Company will promptly notify the Trustee of any
failure to take such action; provided that if such deposit is made on the due
date, such deposit shall be received by the paying agent by 10:00 a.m. New York
City time, on such date.

         (b) If the Company shall act as its own paying agent, it will, on or
before each due date of the principal of, premium, if any, or interest on the
Notes, set aside, segregate and hold in trust for the benefit of the holders of
the Notes a sum sufficient to pay such principal, premium, if any, or interest
so becoming due and will promptly notify the Trustee of any failure to take such
action and of any failure by the Company (or any other obligor under the Notes)
to make any payment of the principal of, premium, if any, or interest on the
Notes when the same shall become due and payable.

         (c) Anything in this Section 5.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by the Company or any paying agent hereunder
as required by this Section 5.04, such sums to be held by the Trustee upon the
trusts herein contained and upon such payment by the Company or any paying agent
to the Trustee, the Company or such paying agent shall be released from all
further liability with respect to such sums.

         (d) Anything in this Section 5.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 5.04 is subject to
Sections 13.03 and 13.04.

         The Trustee shall not be responsible for the actions of any other
paying agents (including the Company if acting as its own paying agent) and
shall have no control of any funds held by such other paying agents.

         Section 5.05 Existence. Subject to Article 12, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence and rights (charter and statutory); provided that the
Company shall not be required to preserve any such right if the Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and that the loss thereof is not disadvantageous in
any material respect to the Noteholders.

         Section 5.06 Maintenance of Properties. The Company will cause all
properties used or useful in the conduct of its business or the business of any
Significant Subsidiary to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided that nothing in this Section shall prevent the
Company from selling or discontinuing the operation or maintenance of any of
such properties (including the sale of any Subsidiary) if such sale or
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any subsidiary and not disadvantageous in any
material respect to the Noteholders.


                                       23
<PAGE>

         Section 5.07 Payment of Taxes and Other Claims. The Company will pay or
discharge, or cause to be paid or discharged, before the same may become
delinquent, (i) all taxes, assessments and governmental charges levied or
imposed upon the Company or any Significant Subsidiary or upon the income,
profits or property of the Company or any Significant Subsidiary, (ii) all
claims for labor, materials and supplies which, if unpaid, might by law become a
lien or charge upon the property of the Company or any Significant Subsidiary
and (iii) all stamp taxes and other duties, if any, which may be imposed by the
United States or any political subdivision thereof or therein in connection with
the issuance, conversion or redemption of any Notes or with respect to this
Indenture; provided that, in the case of clauses (i) and (ii), the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim (A) if the failure to do so will not, in the
aggregate, have a material adverse impact on the Company, or (B) if the amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

         Section 5.08 Stay, Extension and Usury Laws. The Company covenants (to
the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law or other law which would prohibit or
forgive the Company from paying all or any portion of the principal of, premium,
if any, or interest on the Notes as contemplated herein, wherever enacted, now
or at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture and the Company (to the extent it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not, by resort to any such law, hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.

         Section 5.09 Compliance Certificate. The Company shall deliver to the
Trustee, within one hundred twenty (120) days after the end of each fiscal year
of the Company, a certificate signed by either the principal executive officer,
principal financial officer or principal accounting officer of the Company,
stating whether or not to the best knowledge of the signer thereof the Company
is in default in the performance and observance of any of the terms, provisions
and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and the status thereof of
which the signer may have knowledge.

         The Company will deliver to the Trustee, forthwith upon becoming aware
of (i) any default in the performance or observance of any covenant, agreement
or condition contained in this Indenture, or (ii) any Event of Default, an
Officers' Certificate specifying with particularity such default or Event of
Default and further stating what action the Company has taken, is taking or
proposes to take with respect thereto.

         Any notice required to be given under this Section 5.09 shall be
delivered to a Responsible Officer of the Trustee at its Corporate Trust Office.


                                       24
<PAGE>

                                   ARTICLE 6
          NOTEHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

         Section 6.01 Noteholders' Lists. The Company covenants and agrees that
it will furnish or cause to be furnished to the Trustee, semiannually, not more
than fifteen (15) days after each July 15 and January 15 in each year beginning
with July 15, 2004, and at such other times as the Trustee may request in
writing, within thirty (30) days after receipt by the Company of any such
request (or such lesser time as the Trustee may reasonably request in order to
enable it to timely provide any notice to be provided by it hereunder), a list
in such form as the Trustee may reasonably require of the names and addresses of
the holders of Notes as of a date not more than fifteen (15) days (or such other
date as the Trustee may reasonably request in order to so provide any such
notices) prior to the time such information is furnished, except that no such
list need be furnished by the Company to the Trustee so long as the Trustee is
acting as the sole Note Registrar.

         Section 6.02 Preservation and Disclosure of Lists. (a) The Trustee
shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the holders of Notes contained in
the most recent list furnished to it as provided in Section 6.01 or maintained
by the Trustee in its capacity as Note Registrar or co-registrar in respect of
the Notes, if so acting. The Trustee may destroy any list furnished to it as
provided in Section 6.01 upon receipt of a new list so furnished.

         (b) The rights of Noteholders to communicate with other holders of
Notes with respect to their rights under this Indenture or under the Notes, and
the corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

         (c) Every Noteholder, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of holders of Notes made pursuant to the
Trust Indenture Act.

         Section 6.03 Reports by Trustee. (a) Within sixty (60) days after July
15 of each year commencing with the year 2004, the Trustee shall transmit to
holders of Notes such reports dated as of July 15 of the year in which such
reports are made concerning the Trustee and its actions under this Indenture as
may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto. In the event that no events have occurred
under the applicable sections of the Trust Indenture Act the Trustee shall be
under no duty or obligation to provide such reports.

         (b) A copy of such report shall, at the time of such transmission to
holders of Notes, be filed by the Trustee with each stock exchange and automated
quotation system upon which the Notes are listed and with the Company. The
Company will promptly notify the Trustee in writing when the Notes are listed on
any stock exchange or automated quotation system or delisted therefrom.

         Section 6.04 Reports by Company. The Company shall file with the
Trustee (and the Commission if at any time after the Indenture becomes qualified
under the Trust Indenture Act), and transmit to holders of Notes, such


                                       25
<PAGE>

information, documents and other reports and such summaries thereof, as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant to such Act, whether or not the Notes are governed by such
Act; provided that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within fifteen (15) days after the same is so
required to be filed with the Commission. Delivery of such reports, information
and documents to the Trustee is for informational purposes only and the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on an Officers'
Certificates).

                                   ARTICLE 7
         REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT

         Section 7.01 Events of Default. In case one or more of the following
Events of Default (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body) shall have occurred and be
continuing:

         (a) default in the payment of any installment of interest upon any of
the Notes as and when the same shall become due and payable, and continuance of
such default for a period of thirty (30) days; or

         (b) default in the payment of the principal of or premium, if any, on
any of the Notes as and when the same shall become due and payable either at
maturity or in connection with any redemption pursuant to Article 3 or
repurchase pursuant to Article 4, by acceleration or otherwise; or

         (c) default in the Company's obligation to convert any Notes following
the exercise by the Noteholder of the right to convert such Notes into Common
Stock pursuant to and in accordance with Article 15; or

         (d) default in the Company's obligation to provide the Company Notice
upon the occurrence of a Change in Control as provided in Section 4.02; or

         (e) failure on the part of the Company duly to observe or perform any
other of the covenants or agreements on the part of the Company in the Notes or
in this Indenture (other than a covenant or agreement a default in whose
performance or whose breach is elsewhere in this Section 7.01 specifically dealt
with) for a period of sixty (60) days after the date on which written notice of
such failure, requiring the Company to remedy the same, shall have been given to
the Company by the Trustee, or the Company and a Responsible Officer of the
Trustee by the holders of at least twenty-five percent (25%) in aggregate
principal amount of the Notes at the time outstanding determined in accordance
with Section 9.04; or

         (f) the Company shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to the Company
or its debts under any bankruptcy, insolvency or other similar law now or


                                       26
<PAGE>

hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of the Company or any
substantial part of the property of the Company, or shall consent to any such
relief or to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against the Company, or shall
make a general assignment for the benefit of creditors, or shall fail generally
to pay its debts as they become due; or

         (g) the entry by a court having jurisdiction in the premises of (i) 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 (ii) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
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 of the Company or of any substantial part of its property, or
order 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 60 consecutive days;

         then, and in each and every such case (other than an Event of Default
specified in Section 7.01(f) or 7.01(g)), unless the principal of all of the
Notes shall have already become due and payable, either the Trustee or the
holders of not less than twenty-five percent (25%) in aggregate principal amount
of the Notes then outstanding hereunder determined in accordance with Section
9.04, by notice in writing to the Company (and to the Trustee if given by
Noteholders), may declare the principal of and premium, if any, on all the Notes
and the interest accrued thereon to be due and payable immediately, and upon any
such declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Notes contained to the contrary
notwithstanding. If an Event of Default specified in Section 7.01(f) or 7.01(g)
occurs, the principal of all the Notes and the interest accrued thereon shall be
immediately and automatically due and payable without necessity of further
action. This provision, however, is subject to the conditions that if, at any
time after the principal of the Notes shall have been so declared due and
payable, and before any judgment or decree for the payment of the monies due
shall have been obtained or entered as hereinafter provided, the Company shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all Notes and the principal of and premium, if
any, on any and all Notes which shall have become due otherwise than by
acceleration (with interest on overdue installments of interest (to the extent
that payment of such interest is enforceable under applicable law) and on such
principal and premium, if any, at the rate borne by the Notes, to the date of
such payment or deposit) and amounts due to the Trustee pursuant to Section
8.06, and if any and all defaults under this Indenture, other than the
nonpayment of principal of and premium, if any, and accrued interest on Notes
which shall have become due by acceleration, shall have been cured or waived
pursuant to Section 7.07, then and in every such case the holders of a majority
in aggregate principal amount of the Notes then outstanding, by written notice
to the Company and to the Trustee, may waive all defaults or Events of Default
and rescind and annul such declaration and its consequences; but no such waiver
or rescission and annulment shall extend to or shall affect any subsequent
default or Event of Default, or shall impair any right consequent thereon. The
Company shall notify in writing a Responsible Officer of the Trustee, promptly
upon becoming aware thereof, of any Event of Default.


                                       27
<PAGE>

         In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such waiver or rescission and annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the Company, the holders of Notes, and the Trustee shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the holders of Notes, and the Trustee shall
continue as though no such proceeding had been taken.

         Section 7.02 Payments of Notes on Default; Suit Therefor. The Company
covenants that (a) in case default shall be made in the payment of any
installment of interest upon any of the Notes as and when the same shall become
due and payable, and such default shall have continued for a period of thirty
(30) days, or (b) in case default shall be made in the payment of the principal
of or premium, if any, on any of the Notes as and when the same shall have
become due and payable, whether at maturity of the Notes or in connection with
any redemption, by or under this Indenture, declaration or otherwise, then, upon
demand of the Trustee, the Company will pay to the Trustee, for the benefit of
the holders of the Notes, the whole amount that then shall have become due and
payable on all such Notes for principal and premium, if any, or interest as the
case may be, with interest upon the overdue principal and premium, if any, and
(to the extent that payment of such interest is enforceable under applicable
law) upon the overdue installments of interest at the rate borne by the Notes,
plus 1% and, in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including reasonable compensation to
the Trustee, its agents, attorneys and counsel, and all other amounts due the
Trustee under Section 8.06. Until such demand by the Trustee, the Company may
pay the principal of and premium, if any, and interest on the Notes to the
registered holders, whether or not the Notes are overdue.

         In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on the Notes
and collect in the manner provided by law out of the property of the Company or
any other obligor on the Notes wherever situated the monies adjudged or decreed
to be payable.

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Notes under Title
11 of the United States Code, or any other applicable law, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Company or such other obligor, the property of the Company or
such other obligor, or in the case of any other judicial proceedings relative to
the Company or such other obligor upon the Notes, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 7.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of
principal, premium, if any, and interest owing and unpaid in respect of the
Notes, and, in case of any judicial proceedings, to file such proofs of claim
and other papers or documents as may be necessary or advisable in order to have


                                       28
<PAGE>

the claims of the Trustee and of the Noteholders allowed in such judicial
proceedings relative to the Company or any other obligor on the Notes, its or
their creditors, or its or their property, and to collect and receive any monies
or other property payable or deliverable on any such claims, and to distribute
the same after the deduction of any amounts due the Trustee under Section 8.06,
and to take any other action with respect to such claims, including
participating as a member of any official committee of creditors, as it
reasonably deems necessary or advisable, and, unless prohibited by law or
applicable regulations, and any receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, custodian or similar official is hereby authorized
by each of the Noteholders 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 Noteholders, to pay to the Trustee any amount due it for reasonable
compensation, expenses, advances and disbursements, including counsel fees and
expenses incurred by it up to the date of such distribution. To the extent that
such payment of reasonable compensation, expenses, advances and disbursements
out of the estate in any such proceedings shall be denied for any reason,
payment of the same shall be secured by a lien on, and shall be paid out of, any
and all distributions, dividends, monies, securities and other property which
the holders of the Notes may be entitled to receive in such proceedings, whether
in liquidation or under any plan of reorganization or arrangement or otherwise.

         All rights of action and of asserting claims under this Indenture, or
under any of the Notes, may be enforced by the Trustee without the possession of
any of the Notes, or the production thereof at any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the holders of the Notes.

         In any proceedings brought by the Trustee (and in any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the holders
of the Notes, and it shall not be necessary to make any holders of the Notes
parties to any such proceedings.

         Section 7.03 Application of Monies Collected by Trustee. Any monies
collected by the Trustee pursuant to this Article 7 shall be applied in the
order following, at the date or dates fixed by the Trustee for the distribution
of such monies, upon presentation of the several Notes, and stamping thereon the
payment, if only partially paid, and upon surrender thereof, if fully paid:

         FIRST: To the payment of all amounts due the Trustee under Section
8.06;

         SECOND: In case the principal of the outstanding Notes shall not have
become due and be unpaid, to the payment of interest on the Notes in default in
the order of the maturity of the installments of such interest, with interest
(to the extent that such interest has been collected by the Trustee) upon the
overdue installments of interest at the rate borne by the Notes, such payments
to be made ratably to the Persons entitled thereto;


                                       29
<PAGE>

         THIRD: In case the principal of the outstanding Notes shall have become
due, by declaration or otherwise, and be unpaid to the payment of the whole
amount then owing and unpaid upon the Notes for principal and premium, if any,
and interest, with interest on the overdue principal and premium, if any, and
(to the extent that such interest has been collected by the Trustee) upon
overdue installments of interest at the rate borne by the Notes, and in case
such monies shall be insufficient to pay in full the whole amounts so due and
unpaid upon the Notes, then to the payment of such principal and premium, if
any, and interest without preference or priority of principal and premium, if
any, over interest, or of interest over principal and premium, if any, or of any
installment of interest over any other installment of interest, or of any Note
over any other Note, ratably to the aggregate of such principal and premium, if
any, and accrued and unpaid interest; and

         FOURTH: To the payment of the remainder, if any, to the Company or any
other Person lawfully entitled thereto.

         Section 7.04 Proceedings by Noteholder. No Noteholder shall have any
right by virtue of or by reference to any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture, or for the appointment of a receiver, trustee,
liquidator, custodian or other similar official, or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice of an Event of Default and of the continuance thereof, as hereinbefore
provided, and unless also the holders of not less than twenty-five percent (25%)
in aggregate principal amount of the Notes then outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable security or indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for sixty
(60) days after its receipt of such notice, request and offer of indemnity,
shall have neglected or refused to institute any such action, suit or proceeding
and no direction inconsistent with such written request shall have been given to
the Trustee pursuant to Section 7.07; it being understood and intended, and
being expressly covenanted by the taker and holder of every Note with every
other taker and holder and the Trustee, that no one or more Noteholders shall
have any right in any manner whatever by virtue of or by reference to any
provision of this Indenture to affect, disturb or prejudice the rights of any
other holder of Notes, or to obtain or seek to obtain priority over or
preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Noteholders (except as otherwise provided herein). For the
protection and enforcement of this Section 7.04, each and every Noteholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

         Notwithstanding any other provision of this Indenture and any provision
of any Note, the right of any Noteholder to receive payment of the principal of
and premium, if any (including the redemption price payable upon redemption
pursuant to Article 3 and the Repurchase Price payable upon a Change in Control
pursuant to Article 4), and accrued interest on such Note, on or after the
respective due dates expressed in such Note or in the event of redemption, or to
institute suit for the enforcement of any such payment on or after such
respective dates against the Company shall not be impaired or affected without
the consent of such Noteholder.


                                       30
<PAGE>

         Anything in this Indenture or the Notes to the contrary
notwithstanding, any Noteholder, without the consent of either the Trustee or
any other Noteholder, in its own behalf and for its own benefit, may enforce,
and may institute and maintain any proceeding suitable to enforce, its rights of
conversion as provided herein.

         Section 7.05 Proceedings by Trustee. In case of an Event of Default,
the Trustee may, in its discretion, proceed to protect and enforce the rights
vested in it by this Indenture by such appropriate judicial proceedings as are
necessary to protect and enforce any of such rights, either by suit in equity or
by action at law or by proceeding in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture or
in aid of the exercise of any power granted in this Indenture, or to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.

         Section 7.06 Remedies Cumulative and Continuing. Except as provided in
Section 2.06, all powers and remedies given by this Article 7 to the Trustee or
to the Noteholders shall, to the extent permitted by law, be deemed cumulative
and not exclusive of any thereof or of any other powers and remedies available
to the Trustee or the Noteholders, by judicial proceedings or otherwise, to
enforce the performance or observance of the covenants and agreements contained
in this Indenture, and no delay or omission of the Trustee or of any Noteholder
to exercise any right or power accruing upon any default or Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or any acquiescence
therein, and, subject to the provisions of Section 7.04, every power and remedy
given by this Article 7 or by law to the Trustee or to the Noteholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Noteholders.

         Section 7.07 Direction of Proceedings and Waiver of Defaults by
Majority of Noteholders. The holders of a majority in aggregate principal amount
of the Notes at the time outstanding determined in accordance with Section 9.04
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee; provided that (a) such direction shall not be in
conflict with any rule of law or with this Indenture, (b) the Trustee may take
any other action which is not inconsistent with such direction, (c) the Trustee
may decline to take any action that would benefit some Noteholder to the
detriment of other Noteholders and (d) the Trustee may decline to take any
action that would involve the Trustee in personal liability. The holders of a
majority in aggregate principal amount of the Notes at the time outstanding
determined in accordance with Section 9.04 may, on behalf of the holders of all
of the Notes, waive any past default or Event of Default hereunder and its
consequences except (i) a default in the payment of interest or premium, if any,
on, or the principal of, the Notes, (ii) a failure by the Company to convert any
Notes into Common Stock, (iii) a default in the payment of the redemption price
pursuant to Article 3 or the Repurchase Price pursuant to Article 4 or (iv) a
default in respect of a covenant or provisions hereof which under Article 11
cannot be modified or amended without the consent of the holders of each or all
Notes then outstanding or affected thereby. Upon any such waiver, the Company,
the Trustee and the holders of the Notes shall be restored to their former
positions and rights hereunder; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon. Whenever any default or Event of Default hereunder shall have been
waived as permitted by this Section 7.07, said default or Event of Default shall
for all purposes of the Notes and this Indenture be deemed to have been cured
and to be not continuing; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.


                                       31
<PAGE>

         Section 7.08 Notice of Defaults. The Trustee shall, within ninety (90)
days after a Responsible Officer of the Trustee has knowledge of the occurrence
of a default, mail to all Noteholders, as the names and addresses of such
holders appear upon the Note Register, notice of all defaults known to a
Responsible Officer, unless such defaults shall have been cured or waived before
the giving of such notice; provided that except in the case of default in the
payment of the principal of, or premium, if any, or interest on any of the
Notes, the Trustee shall be protected in withholding such notice if and so long
as a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determines that the withholding of such notice is in the interests of
the Noteholders.

         Section 7.09 Undertaking To Pay Costs. All parties to this Indenture
agree, and each Noteholder by his acceptance thereof shall be deemed to have
agreed, that any court may, in its discretion, require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; provided that the provisions of this Section 7.09
(to the extent permitted by law) shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Noteholder, or group of Noteholders,
holding in the aggregate more than ten percent in principal amount of the Notes
at the time outstanding determined in accordance with Section 9.04, or to any
suit instituted by any Noteholder for the enforcement of the payment of the
principal of or premium, if any, or interest on any Note on or after the due
date expressed in such Note or to any suit for the enforcement of the right to
convert any Note in accordance with the provisions of Article 15.

                                   ARTICLE 8
                                   THE TRUSTEE

         Section 8.01 Duties and Responsibilities of Trustee. The Trustee, prior
to the occurrence of an Event of Default and after the curing of all Events of
Default which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture. In case an Event of
Default has occurred (which has not been cured or waived), the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his own affairs.

         (a) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that prior to the occurrence of an
Event of Default and after the curing or waiving of all Events of Default which
may have occurred:


                                       32
<PAGE>

               (i) the duties and obligations of the Trustee shall be determined
          solely by the express provisions of this Indenture and the Trust
          Indenture Act, and the Trustee shall not be liable except for the
          performance of such duties and obligations as are specifically set
          forth in this Indenture and no implied covenants or obligations shall
          be read into this Indenture and the Trust Indenture Act against the
          Trustee; and

               (ii) in the absence of bad faith and willful misconduct on the
          part of the Trustee, the Trustee may conclusively rely as to the truth
          of the statements and the correctness of the opinions expressed in any
          certificates or opinions furnished to the Trustee and conforming to
          the requirements of this Indenture; but, in the case of any such
          certificates or opinions which by any provisions hereof are
          specifically required to be furnished to the Trustee, the Trustee
          shall be under a duty to examine the same to determine whether or not
          they conform to the requirements of this Indenture (but need not
          confirm or investigate the accuracy of mathematical calculations or
          other facts stated therein).

         (b) The Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer or Officers of the Trustee, unless the
Trustee was negligent in ascertaining the pertinent facts.

         (c) The Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the written direction
of the holders of not less than a majority in principal amount of the Notes at
the time outstanding determined as provided in Section 9.04 relating to the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture.

         (d) Whether or not therein provided, every provision of this Indenture
relating to the conduct or affecting the liability of, or affording protection
to, the Trustee shall be subject to the provisions of this Section.

         (e) The Trustee shall not be liable in respect of any payment (as to
the correctness of amount, entitlement to receive or any other matters relating
to payment) or notice effected by the Company or any paying agent or any records
maintained by any co-registrar with respect to the Notes.

         (f) If any party fails to deliver a notice relating to an event the
fact of which, pursuant to this Indenture, requires notice to be sent to the
Trustee, the Trustee may conclusively rely on its failure to receive such notice
as reason to act as if no such event occurred.

         (g) Except with respect to the failure to make any payment due to the
Trustee pursuant to the terms herein, the Trustee shall not be deemed to have
knowledge of any Event of Default hereunder unless it shall have been notified
in writing of such Event of Default by the Company or the holders of at least
10% in aggregate principal amount of the Notes.

         None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there is reasonable ground for believing that the
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.


                                       33
<PAGE>

         Section 8.02 Reliance on Documents, Opinions, Etc. Except as otherwise
provided in Section 8.01:

         (a) the Trustee may conclusively rely and shall be protected in acting
upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, bond, Note, note, coupon or other paper or
document (whether in its original or facsimile form) believed by it in good
faith to be genuine and to have been signed or presented by the proper party or
parties;

         (b) any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the Secretary or an Assistant Secretary of the Company;

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

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

         (e) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, Note or other
paper or document, but the Trustee may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney 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;

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

         (g) the Trustee shall not be liable for any action taken, suffered or
omitted to be taken by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture;


                                       34
<PAGE>

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

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

         (j) any permissive right or authority granted to the Trustee shall not
be construed as a mandatory duty; and

         (k) in no event shall the Trustee be responsible or liable for special,
indirect or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective of whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action.

         Section 8.03 No Responsibility For Recitals, Etc. The recitals
contained herein and in the Notes (except in the Trustee's certificate of
authentication) shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the
Company of any Notes or the proceeds of any Notes authenticated and delivered by
the Trustee in conformity with the provisions of this Indenture.

         Section 8.04 Trustee, Paying Agents, Conversion Agents or Registrar May
Own Notes. The Trustee, any paying agent, any conversion agent or Note
Registrar, in its individual or any other capacity, may become the owner or
pledgee of Notes with the same rights it would have if it were not Trustee,
paying agent, conversion agent or Note Registrar.

         Section 8.05 Monies to Be Held in Trust. Subject to the provisions of
Section 13.04, all monies received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were
received. Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
may be agreed in writing from time to time by the Company and the Trustee.

         Section 8.06 Compensation and Expenses of Trustee. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, such compensation for all services rendered by it
hereunder in any capacity (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) as mutually agreed
to from time to time in writing between the Company and the Trustee, and the
Company will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances reasonably incurred or made by the Trustee
in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of


                                       35
<PAGE>

all Persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. The Company also
covenants to indemnify the Trustee and any predecessor Trustee (or any officer,
director or employee of the Trustee), in any capacity under this Indenture and
its agents and any authenticating agent for, and to hold them harmless against,
any and all loss, liability, damage, claim or expense including taxes (other
than taxes based on the income of the Trustee) incurred without negligence or
bad faith on the part of the Trustee or such officers, directors, employees and
agent or authenticating agent, as the case may be, and arising out of or in
connection with the acceptance or administration of this trust or in any other
capacity hereunder, including the costs and expenses of defending themselves
against any claim (whether asserted by the Company, any holder or any other
Person) or liability in connection with enforcing the provisions of this Section
8.06, except to the extent that such loss, damage, claim, liability or expense
is due to its own negligence or bad faith. The obligations of the Company under
this Section 8.06 to compensate or indemnify the Trustee and to pay or reimburse
the Trustee for expenses, disbursements and advances shall be secured by a lien
prior to that of the Notes upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the holders of
particular Notes. The obligation of the Company under this Section shall survive
the satisfaction and discharge of this Indenture.

         When the Trustee and its agents and any authenticating agent incur
expenses or render services after an Event of Default specified in Section
7.01(f) or (g) with respect to the Company occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy, insolvency or similar laws.

         Section 8.07 Officers' Certificate as Evidence. Except as otherwise
provided in Section 8.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of bad faith or willful misconduct on the part
of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee.

         Section 8.08 Conflicting Interests of Trustee. If the Trustee has or
shall acquire a conflicting interest within the meaning of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust
Indenture Act and this Indenture.

         Section 8.09 Eligibility of Trustee. There shall at all times be a
Trustee hereunder which shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of at least
$50,000,000 (or if such Person is a member of a bank holding company system, its
bank holding company shall have a combined capital and surplus of at least
$50,000,000). If such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of any supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section 8.09, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.


                                       36
<PAGE>

         Section 8.10 Resignation or Removal of Trustee.

         (a) The Trustee may at any time resign by giving written notice of such
resignation to the Company and to the holders of Notes. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee. If no
successor trustee shall have been so appointed and have accepted appointment 120
days after the mailing of such notice of resignation to the Noteholders, the
resigning Trustee may, upon ten (10) Business Days' notice to the Company and
the Noteholders, appoint a successor identified in such notice or may petition,
at the expense of the Company, any court of competent jurisdiction for the
appointment of a successor trustee, or, if any Noteholder who has been a bona
fide holder of a Note or Notes for at least six (6) months may, subject to the
provisions of Section 7.09, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

         (b) In case at any time any of the following shall occur:

               (i) the Trustee shall fail to comply with Section 8.08 after
          written request therefor by the Company or by any Noteholder who has
          been a bona fide holder of a Note or Notes for at least six (6)
          months; or

               (ii) the Trustee shall cease to be eligible in accordance with
          the provisions of Section 8.09 and shall fail to resign after written
          request therefor by the Company or by any such Noteholder; or

               (iii) the Trustee shall become incapable of acting, or shall be
          adjudged a bankrupt or insolvent, or a receiver of the Trustee or of
          its property shall be appointed, or any public officer shall take
          charge or control of the Trustee or of its property or affairs for the
          purpose of rehabilitation, conservation or liquidation;

         then, in any such case, the Company may remove the Trustee and appoint
a successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or, subject to the provisions of Section 7.09, any Noteholder
who has been a bona fide holder of a Note or Notes for at least six (6) months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor trustee; provided that if no successor Trustee shall have been
appointed and have accepted appointment sixty (60) days after either the Company
or the Noteholders has removed the Trustee, or the Trustee resigns, the Trustee
so removed may petition, at the expense of the Company, any court of competent
jurisdiction for an appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.

         (c) The holders of a majority in aggregate principal amount of the
Notes at the time outstanding may at any time remove the Trustee and nominate a
successor trustee which shall be deemed appointed as successor trustee unless,


                                       37
<PAGE>

within ten (10) days after notice to the Company of such nomination, the Company
objects thereto, in which case the Trustee so removed or any Noteholder, or if
such Trustee so removed or any Noteholder fails to act, the Company, upon the
terms and conditions and otherwise as in Section 8.10(a) provided, may petition
any court of competent jurisdiction for an appointment of a successor trustee.

         (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.11.

         (e) Notwithstanding the replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 8.06 shall continue for the
benefit of the retiring Trustee.

         Section 8.11 Acceptance by Successor Trustee. Any successor trustee
appointed as provided in Section 8.10 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee herein; but, nevertheless, on the written request
of the Company or of the successor trustee, the trustee ceasing to act shall,
upon payment of any amount then due it pursuant to the provisions of Section
8.06, execute and deliver an instrument transferring to such successor trustee
all the rights and powers of the trustee so ceasing to act. Upon request of any
such successor trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property and funds held or collected by
such trustee as such, except for funds held in trust for the benefit of holders
of particular Notes, to secure any amounts then due it pursuant to the
provisions of Section 8.06.

         No successor trustee shall accept appointment as provided in this
Section 8.11 unless, at the time of such acceptance, such successor trustee
shall be qualified under the provisions of Section 8.08 and be eligible under
the provisions of Section 8.09.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 8.11, the Company (or the former trustee, at the written direction
of the Company) shall mail or cause to be mailed notice of the succession of
such trustee hereunder to the holders of Notes at their addresses as they shall
appear on the Note Register. If the Company fails to mail such notice within ten
(10) days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Company.

         Section 8.12 Succession by Merger. Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee (including any trust created
by this Indenture), shall be the successor to the Trustee hereunder without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that in the case of any corporation succeeding to all
or substantially all of the corporate trust business of the Trustee, such
corporation shall be qualified under the provisions of Section 8.08 and eligible
under the provisions of Section 8.09.


                                       38
<PAGE>

         In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture, any of the Notes shall have been authenticated
but not delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor trustee or authenticating agent appointed
by such predecessor trustee, and deliver such Notes so authenticated; and in
case at that time any of the Notes shall not have been authenticated, any
successor to the Trustee or any authenticating agent appointed by such successor
trustee may authenticate such Notes in the name of the successor trustee; and in
all such cases such certificates shall have the full force that is provided in
the Notes or in this Indenture; provided that the right to adopt the certificate
of authentication of any predecessor Trustee or authenticate Notes in the name
of any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

         Section 8.13 Preferential Collection of Claims. If and when the Trustee
shall be or become a creditor of the Company (or any other obligor upon the
Notes), the Trustee shall be subject to the provisions of the Trust Indenture
Act regarding the collection of the claims against the Company (or any such
other obligor).

                                    ARTICLE 9
                                 THE NOTEHOLDERS

         Section 9.01 Action by Noteholders. Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Notes may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action, the holders of
such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by Noteholders
in person or by agent or proxy appointed in writing, or (b) by the record of the
holders of Notes voting in favor thereof at any meeting of Noteholders duly
called and held in accordance with the provisions of Article 10, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of Noteholders. Whenever the Company or the Trustee solicits the taking
of any action by the holders of the Notes, the Company or the Trustee may fix in
advance of such solicitation, a date as the record date for determining holders
entitled to take such action. The record date shall be not more than fifteen
(15) days prior to the date of commencement of solicitation of such action.

         Section 9.02 Proof of Execution by Noteholders. Subject to the
provisions of Sections 8.01, 8.02 and 10.05, proof of the execution of any
instrument by a Noteholder or its agent or proxy shall be sufficient if made in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. The
holding of Notes shall be proved by the registry of such Notes or by a
certificate of the Note Registrar.

         The record of any Noteholders' meeting shall be proved in the manner
provided in Section 10.06.


                                       39
<PAGE>

         Section 9.03 Who Are Deemed Absolute Owners. The Company, the Trustee,
any paying agent, any conversion agent and any Note Registrar may deem the
Person in whose name such Note shall be registered upon the Note Register to be,
and may treat it as, the absolute owner of such Note (whether or not such Note
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by any Person other than the Company or any Note Registrar) for the
purpose of receiving payment of or on account of the principal of, premium, if
any, and interest on such Note, for conversion of such Note and for all other
purposes; and neither the Company nor the Trustee nor any paying agent nor any
conversion agent nor any Note Registrar shall be affected by any notice to the
contrary. All such payments so made to any holder for the time being, or upon
his order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for monies payable upon any
such Note.

         Section 9.04 Company-owned Notes Disregarded. In determining whether
the holders of the requisite aggregate principal amount of Notes have concurred
in any direction, consent, waiver or other action under this Indenture, Notes
which are owned by the Company or any other obligor on the Notes or any
Affiliate of the Company or any other obligor on the Notes shall be disregarded
and deemed not to be outstanding for the purpose of any such determination;
provided that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, consent, waiver or other action,
only Notes which a Responsible Officer actually knows are so owned shall be so
disregarded. Notes so owned which have been pledged in good faith may be
regarded as outstanding for the purposes of this Section 9.04 if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right to vote
such Notes and that the pledgee is not the Company, any other obligor on the
Notes or any Affiliate of the Company or any such other obligor. In the case of
a dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee. Upon request of the Trustee,
the Company shall furnish to the Trustee promptly an Officers' Certificate
listing and identifying all Notes, if any, known by the Company to be owned or
held by or for the account of any of the above described Persons, and, subject
to Section 8.01, the Trustee shall be entitled to accept such Officers'
Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Notes not listed therein are outstanding for the purpose of any
such determination.

         Section 9.05 Revocation Of Consents, Future Holders Bound. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
9.01, of the taking of any action by the holders of the percentage in aggregate
principal amount of the Notes specified in this Indenture in connection with
such action, any holder of a Note which is shown by the evidence to be included
in the Notes the holders of which have consented to such action may, by filing
written notice with the Trustee at its Corporate Trust Office and upon proof of
holding as provided in Section 9.02, revoke such action so far as concerns such
Note. Except as aforesaid, any such action taken by the holder of any Note shall
be conclusive and binding upon such holder and upon all future holders and
owners of such Note and of any Notes issued in exchange or substitution
therefor, irrespective of whether any notation in regard thereto is made upon
such Note or any Note issued in exchange or substitution therefor.


                                       40
<PAGE>

                                   ARTICLE 10
                             MEETINGS OF NOTEHOLDERS

         Section 10.01 Purpose of Meetings. A meeting of Noteholders may be
called at any time and from time to time pursuant to the provisions of this
Article 10 for any of the following purposes:

               (1) to give any notice to the Company or to the Trustee or to
          give any directions to the Trustee permitted under this Indenture, or
          to consent to the waiving of any default or Event of Default hereunder
          and its consequences, or to take any other action authorized to be
          taken by Noteholders pursuant to any of the provisions of Article 7;

               (2) to remove the Trustee and nominate a successor trustee
          pursuant to the provisions of Article 8;

               (3) to consent to the execution of an indenture or indentures
          supplemental hereto pursuant to the provisions of Section 11.02; or

               (4) to take any other action authorized to be taken by or on
          behalf of the holders of any specified aggregate principal amount of
          the Notes under any other provision of this Indenture or under
          applicable law.

         Section 10.02 Call of Meetings by Trustee. The Trustee may at any time
call a meeting of Noteholders to take any action specified in Section 10.01, to
be held at such time and at such place as the Trustee shall determine. Notice of
every meeting of the Noteholders, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting and
the establishment of any record date pursuant to Section 9.01, shall be mailed
to holders of Notes at their addresses as they shall appear on the Note
Register. Such notice shall also be mailed to the Company. Such notices shall be
mailed not less than twenty (20) nor more than ninety (90) days prior to the
date fixed for the meeting.

         Any meeting of Noteholders shall be valid without notice if the holders
of all Notes then outstanding are present in person or by proxy or if notice is
waived before or after the meeting by the holders of all Notes outstanding, and
if the Company and the Trustee are either present by duly authorized
representatives or have, before or after the meeting, waived notice.

         Section 10.03 Call of Meetings by Company or Noteholders. In case at
any time the Company, pursuant to a resolution of its Board of Directors, or the
holders of at least ten percent (10%) in aggregate principal amount of the Notes
then outstanding, shall have requested the Trustee to call a meeting of
Noteholders, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed the
notice of such meeting within twenty (20) days after receipt of such request,
then the Company or such Noteholders may determine the time and the place for
such meeting and may call such meeting to take any action authorized in Section
10.01, by mailing notice thereof as provided in Section 10.02.


                                       41
<PAGE>

         Section 10.04 Qualifications For Voting. To be entitled to vote at any
meeting of Noteholders a person shall (a) be a holder of one or more Notes on
the record date pertaining to such meeting or (b) be a person appointed by an
instrument in writing as proxy by a holder of one or more Notes on the record
date pertaining to such meeting. The only persons who shall be entitled to be
present or to speak at any meeting of Noteholders shall be the persons entitled
to vote at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel.

         Section 10.05 Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Noteholders, in regard to proof of the holding of
Notes and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Noteholders as provided in Section 10.03, in which case the
Company or the Noteholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the holders of a majority
in principal amount of the Notes represented at the meeting and entitled to vote
at the meeting.

         Subject to the provisions of Section 9.04, at any meeting each
Noteholder or proxyholder shall be entitled to one vote for each $1,000
principal amount of Notes held or represented by him; provided that no vote
shall be cast or counted at any meeting in respect of any Note challenged as not
outstanding and ruled by the chairman of the meeting to be not outstanding. The
chairman of the meeting shall have no right to vote other than by virtue of
Notes held by him or instruments in writing as aforesaid duly designating him as
the proxy to vote on behalf of other Noteholders. Any meeting of Noteholders
duly called pursuant to the provisions of Section 10.02 or 10.03 may be
adjourned from time to time by the holders of a majority of the aggregate
principal amount of Notes represented at the meeting, whether or not
constituting a quorum, and the meeting may be held as so adjourned without
further notice.

         Section 10.06 Voting. The vote upon any resolution submitted to any
meeting of Noteholders shall be by written ballot on which shall be subscribed
the signatures of the holders of Notes or of their representatives by proxy and
the outstanding principal amount of the Notes held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record in duplicate of
the proceedings of each meeting of Noteholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 10.02. The record shall show the principal amount of the
Notes voting in favor of or against any resolution. The record shall be signed
and verified by the affidavits of the permanent chairman and secretary of the
meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.


                                       42
<PAGE>

         Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

         Section 10.07 No Delay of Rights by Meeting. Nothing contained in this
Article 10 shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Noteholders or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any right
or rights conferred upon or reserved to the Trustee or to the Noteholders under
any of the provisions of this Indenture or of the Notes.

                                   ARTICLE 11
                             SUPPLEMENTAL INDENTURES

         Section 11.01 Supplemental Indentures Without Consent of Noteholders.
The Company, when authorized by the resolutions of the Board of Directors, and
the Trustee may, from time to time, and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

         (a) make provision with respect to the conversion rights of the holders
of Notes pursuant to the requirements of Section 15.06 and the repurchase
obligations of the Company pursuant to the requirements of Section 4.05;

         (b) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Notes, any property or assets;

         (c) to evidence the succession of another Person to the Company, or
successive successions, and the assumption by the successor Person of the
covenants, agreements and obligations of the Company pursuant to Article 12;

         (d) to add to the covenants of the Company such further covenants,
restrictions or conditions as the Board of Directors and the Trustee shall
consider to be for the benefit of the holders of Notes, and to make the
occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions or conditions a default or an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided that in respect of any
such additional covenant, restriction or condition, such supplemental indenture
may provide for a particular period of grace after default (which period may be
shorter or longer than that allowed in the case of other defaults) or may
provide for an immediate enforcement upon such default or may limit the remedies
available to the Trustee upon such default;

         (e) to provide for the issuance under this Indenture of Notes in coupon
form (including Notes registrable as to principal only) and to provide for
exchangeability of such Notes with the Notes issued hereunder in fully
registered form and to make all appropriate changes for such purpose;


                                       43
<PAGE>

         (f) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture that may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to matters or questions
arising under this Indenture that shall not adversely affect the interests of
the holders of the Notes;

         (g) to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee with respect to the Notes; or

         (h) to modify, eliminate or add to the provisions of this Indenture to
such extent as shall be necessary to effect the qualifications of this Indenture
under the Trust Indenture Act, or under any similar federal statute hereafter
enacted.

         Upon the written request of the Company, accompanied by a copy of the
resolutions of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any supplemental indenture, the Trustee
is hereby authorized to join with the Company in the execution of any such
supplemental indenture, to make any further appropriate agreements and
stipulations that may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, enter into any supplemental indenture
that affects the Trustee's own rights, duties or immunities under this Indenture
or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
11.01 may be executed by the Company and the Trustee without the consent of the
holders of any of the Notes at the time outstanding, notwithstanding any of the
provisions of Section 11.02.

         Section 11.02 Supplemental Indenture With Consent of Noteholders. With
the consent (evidenced as provided in Article 9) of the holders of at least a
majority in aggregate principal amount of the Notes at the time outstanding, the
Company, when authorized by the resolutions of the Board of Directors, and the
Trustee may, from time to time and at any time, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
any supplemental indenture or of modifying in any manner the rights of the
holders of the Notes; provided that no such supplemental indenture shall,
without the consent of the holder of each Note so affected, (i) extend the fixed
maturity of any Note, (ii) reduce the rate or extend the time of payment of
interest thereon, (iii) reduce the principal amount thereof or premium, if any,
thereon, or reduce any amount payable on redemption thereof, (iv) impair the
right of any Noteholder to institute suit for the payment thereof, (v) make the
principal thereof or interest or premium, if any, thereon payable in any coin or
currency other than that provided in the Notes, (vi) change the obligation of
the Company to repurchase any Note upon the occurrence of a Change in Control in
a manner adverse to the Noteholders, (vii) impair the right to convert the Notes
or reduce the number of shares of Common Stock or the amount of any other
property receivable upon conversion, subject to the terms set forth herein,
including Section 15.06, in each case, (viii) modify any of the provisions of
this Section 11.02 or Section 7.07, except to increase any such percentage or to
provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the holder of each Note so affected, (ix) change
any obligation of the Company to maintain an office or agency in the places and
for the purposes set forth in Section 5.02, (x) reduce the quorum or voting
requirements set forth in Article 10 or (xi) reduce the aforesaid percentage of
Notes, the holders of which are required to consent to any such supplemental
indenture.


                                       44
<PAGE>

         Upon the written request of the Company, accompanied by a copy of the
resolutions of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any such supplemental indenture, and upon
the filing with the Trustee of evidence of the consent of Noteholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

         It shall not be necessary for the consent of the Noteholders under this
Section 11.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

         Section 11.03 Effect of Supplemental Indenture. Any supplemental
indenture executed pursuant to the provisions of this Article 11 shall comply
with the Trust Indenture Act, as then in effect, provided that this Section
11.03 shall not require such supplemental indenture or the Trustee to be
qualified under the Trust Indenture Act prior to the time such qualification is
in fact required under the terms of the Trust Indenture Act or the Indenture has
been qualified under the Trust Indenture Act, nor shall it constitute any
admission or acknowledgment by any party to such supplemental indenture that any
such qualification is required prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act or the Indenture has been
qualified under the Trust Indenture Act. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article 11, this Indenture shall be
and be deemed to be modified and amended in accordance therewith and the
respective rights, limitation of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Notes shall
thereafter be determined, exercised and enforced hereunder, subject in all
respects to such modifications and amendments and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

         Section 11.04 Notation on Notes. Notes authenticated and delivered
after the execution of any supplemental indenture pursuant to the provisions of
this Article 11 may bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Company or the
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may, at the Company's expense, be
prepared and executed by the Company, authenticated by the Trustee (or an
authenticating agent duly appointed by the Trustee pursuant to Section 17.11)
and delivered in exchange for the Notes then outstanding, upon surrender of such
Notes then outstanding.

         Section 11.05 Evidence of Compliance of Supplemental Indenture to be
Furnished to Trustee. Prior to entering into any supplemental indenture, the
Trustee shall be provided with an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
hereto complies with the requirements of this Article 11 and is otherwise
authorized or permitted by this Indenture.


                                       45
<PAGE>

                                   ARTICLE 12
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

         Section 12.01 Company May Consolidate on Certain Terms. Subject to the
provisions of Section 12.02, unless the Company shall have redeemed the Notes
pursuant to Section 3.02 by the applicable Change in Control Redemption Date,
the Company shall not consolidate or merge with or into any other Person or
Persons (whether or not affiliated with the Company), nor shall the Company or
its successor or successors be a party or parties to successive consolidations
or mergers, nor shall the Company sell, convey, transfer or lease the property
and assets of the Company substantially as an entirety, to any other Person
(whether or not affiliated with the Company), unless: (i) the Company is the
surviving Person, or the resulting, surviving or transferee Person is organized
and existing under the laws of the United States of America, any state thereof
or the District of Columbia; (ii) upon any such consolidation, merger, sale,
conveyance, transfer or lease, the due and punctual payment of the principal of
and premium, if any, and interest on all of the Notes, according to their tenor
and the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Company, shall be expressly
assumed, by supplemental indenture satisfactory in form to the Trustee, executed
and delivered to the Trustee, by the Person (if other than the Company) formed
by such consolidation, or into which the Company shall have been merged, or by
the Person that shall have acquired or leased such property, and such
supplemental indenture shall provide for the applicable conversion rights set
forth in Section 15.06; and (iii) immediately after giving effect to the
transaction described above, no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of Default, shall have
happened and be continuing.

         Section 12.02 Successor to be Substituted. In case of any such
consolidation, merger, sale, conveyance, transfer or lease and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and premium, if any, and interest on all of
the Notes and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Company, such successor
Person shall succeed to and be substituted for the Company, with the same effect
as if it had been named herein as the party of this first part. Such successor
Person thereupon may cause to be signed, and may issue either in its own name or
in the name of CompuDyne Corporation any or all of the Notes, issuable hereunder
that theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor Person instead of the Company and
subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver, or cause to be
authenticated and delivered, any Notes that previously shall have been signed
and delivered by the officers of the Company to the Trustee for authentication,
and any Notes that such successor Person thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Notes so issued shall in all
respects have the same legal rank and benefit under this Indenture as the Notes
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Notes had been issued at the date of the execution hereof.
In the event of any such consolidation, merger, sale, conveyance, transfer or
lease, upon compliance with the provisions of this Article 12, the Person named
as the "Company" in the first paragraph of this Indenture or any successor that
shall thereafter have become such in the manner prescribed in this Article 12
may be dissolved, wound up and liquidated at any time thereafter and such Person
shall be released from its liabilities as obligor and maker of the Notes and
from its obligations under this Indenture.


                                       46
<PAGE>

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

         Section 12.03 Opinion of Counsel to be Given to Trustee. The Trustee
shall receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance, transfer or
lease and any such assumption complies with the provisions of this Article 12.

                                   ARTICLE 13
                     SATISFACTION AND DISCHARGE OF INDENTURE

         Section 13.01 Discharge of Indenture. When the Company shall deliver to
the Trustee for cancellation all Notes theretofore authenticated (other than any
Notes that have been destroyed, lost or stolen and in lieu of or in substitution
for which other Notes shall have been authenticated and delivered) and not
theretofore canceled or converted, or all the Notes not theretofore canceled,
converted or delivered to the Trustee for cancellation or conversion shall have
become due and payable, and the Company shall deposit with the Trustee, in
trust, funds sufficient to pay all of the Notes (other than any Notes that shall
have been mutilated, destroyed, lost or stolen and in lieu of or in substitution
for which other Notes shall have been authenticated and delivered) not
theretofore canceled or converted or delivered to the Trustee for cancellation
or conversion, including principal and premium, if any, and interest due, and if
the Company shall also pay or cause to be paid all other sums payable hereunder
by the Company, then this Indenture shall cease to be of further effect (except
as to (i) rights hereunder of Noteholders to receive payments of principal of
and premium, if any, and interest on, the Notes and the other rights, duties and
obligations of Noteholders, as beneficiaries hereof with respect to the amounts,
if any, so deposited with the Trustee and (ii) the rights, obligations and
immunities of the Trustee hereunder), and the Trustee, on written demand of the
Company accompanied by an Officers' Certificate and an Opinion of Counsel as
required by Section 17.05 and at the cost and expense of the Company, shall
execute proper instruments acknowledging satisfaction of and discharging this
Indenture; the Company, however, hereby agrees to reimburse the Trustee for any
costs or expenses thereafter reasonably and properly incurred by the Trustee and
to compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the Notes.

         Section 13.02 Deposited Monies to be Held in Trust by Trustee. Subject
to Section 13.04, all monies deposited with the Trustee pursuant to Section
13.01, shall be held in trust for the sole benefit of the Noteholders, and such
monies shall be applied by the Trustee to the payment, either directly or
through any paying agent (including the Company if acting as its own paying
agent), to the holders of the particular Notes for the payment or redemption of
which such monies have been deposited with the Trustee, of all sums due and to
become due thereon for principal and interest and premium, if any.


                                       47
<PAGE>

         Section 13.03 Paying Agent to Repay Monies Held. Upon the satisfaction
and discharge of this Indenture, all monies then held by any paying agent of the
Notes (other than the Trustee) shall be repaid to it or paid to the Trustee, and
thereupon such paying agent shall be released from all further liability with
respect to such monies.

         Section 13.04 Return of Unclaimed Monies. Subject to the requirements
of applicable law, any monies deposited with or paid to the Trustee for payment
of the principal of, premium, if any, or interest on Notes and not applied but
remaining unclaimed by the holders of Notes for two years after the date upon
which the principal of, premium, if any, or interest on such Notes, as the case
may be, shall have become due and payable, shall be repaid to the Company by the
Trustee and all liability of the Trustee shall thereupon cease with respect to
such monies; and the holder of any of the Notes shall thereafter look only to
the Company for any payment that such holder may be entitled to collect unless
an applicable abandoned property law designates another Person.

         Section 13.05 Reinstatement. If the Trustee or the paying agent is
unable to apply any money in accordance with Section 13.02 by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 13.01 until such time as the Trustee or the paying
agent is permitted to apply all such money in accordance with Section 13.02;
provided that if the Company makes any payment of interest on or principal of
any Note following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the holders of such Notes to receive such payment
from the money held by the Trustee or paying agent.

                                   ARTICLE 14
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

         Section 14.01 Indenture and Notes Solely Corporate Obligations. No
recourse for the payment of the principal of or premium, if any, or interest on
any Note, or for any claim based thereon or otherwise in respect thereof, and no
recourse under or upon any obligation, covenant or agreement of the Company in
this Indenture or in any supplemental indenture or in any Note, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, agent, officer, director or subsidiary, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the Notes.


                                       48
<PAGE>

                                   ARTICLE 15
                               CONVERSION OF NOTES

         Section 15.01 Right to Convert.

         (a) Subject to and upon compliance with the provisions of this
Indenture, at any time prior to the close of business on the Final Maturity
Date, the holder of any Note shall have the right, at such holder's option, to
convert the principal amount of the Note, or any portion of such principal
amount which is a multiple of $1,000, into fully paid and non-assessable shares
of Common Stock (as such shares shall then be constituted) at the Conversion
Rate in effect at such time, by surrender of the Note so to be converted in
whole or in part, together with any required funds, in the manner provided in
Section 15.02.

         (b) A holder of Notes is not entitled to any rights of a holder of
Common Stock until such holder has converted his Notes to Common Stock, and only
to the extent such Notes are deemed to have been converted to Common Stock under
this Article 15.

         Section 15.02 Exercise of Conversion Privilege; Issuance of Common
Stock on Conversion; No Adjustment for Interest or Dividends.

         (a) In order to exercise the conversion privilege with respect to any
Note in certificated form, the Company must receive at the office or agency of
the Company maintained for that purpose or, at the option of such holder, the
Corporate Trust Office, such Note with the original or facsimile of the form
entitled "Conversion Notice" on the reverse thereof, duly completed and manually
signed, together with such Notes duly endorsed for transfer, accompanied by the
funds, if any, required by Section 15.02(c). Such notice shall also state the
name or names (with address or addresses) in which the certificate or
certificates for shares of Common Stock which shall be issuable on such
conversion shall be issued, and shall be accompanied by transfer or similar
taxes, if required pursuant to Section 15.07.

         In order to exercise the conversion privilege with respect to any
interest in a Global Note, the beneficial holder must complete, or cause to be
completed, the appropriate instruction form for conversion pursuant to the
Depositary's book-entry conversion program, deliver, or cause to be delivered,
by book-entry delivery an interest in such Global Note, furnish appropriate
endorsements and transfer documents if required by the Company or the Trustee or
conversion agent, and pay the funds, if any, required by Section 15.02(c) and
any transfer taxes if required pursuant to Section 15.07.

         (b) As promptly as practicable after satisfaction of the requirements
for conversion set forth above, subject to compliance with any restrictions on
transfer if shares issuable on conversion are to be issued in a name other than
that of the Noteholder (as if such transfer were a transfer of the Note or Notes
(or portion thereof) so converted), the Company shall issue and shall deliver to
such Noteholder at the office or agency maintained by the Company for such
purpose pursuant to Section 5.02, a certificate or certificates for the number
of full shares of Common Stock issuable upon the conversion of such Note or
portion thereof as determined by the Company in accordance with the provisions
of this Article 15 and a check or cash in respect of any fractional interest in
respect of a share of Common Stock arising upon such conversion, calculated by
the Company as provided in Section 15.03. In case any Note of a denomination
greater than $1,000 shall be surrendered for partial conversion, and subject to
Section 2.03, the Company shall execute and the Trustee shall authenticate and
deliver to the holder of the Note so surrendered, without charge to him, a new
Note or Notes in authorized denominations in an aggregate principal amount equal
to the unconverted portion of the surrendered Note.


                                       49
<PAGE>

         Each conversion shall be deemed to have been effected as to any such
Note (or portion thereof) on the date on which the requirements set forth above
in this Section 15.02 have been satisfied as to such Note (or portion thereof),
and the Person in whose name any certificate or certificates for shares of
Common Stock shall be issuable upon such conversion shall be deemed to have
become on said date the holder of record of the shares represented thereby;
provided that any such surrender on any date when the stock transfer books of
the Company shall be closed shall constitute the Person in whose name the
certificates are to be issued as the record holder thereof for all purposes on
the next succeeding day on which such stock transfer books are open, but such
conversion shall be at the Conversion Rate in effect on the date upon which such
Note shall be surrendered.

         (c) Any Note or portion thereof surrendered for conversion during the
period from the close of business on the record date for any interest payment
date to the close of business on the Business Day preceding the following
interest payment date shall be accompanied by payment, in immediately available
funds or other funds acceptable to the Company, of an amount equal to the
interest otherwise payable on such interest payment date on the principal amount
being converted; provided that no such payment need be made to the extent of any
overdue interest at the time of conversion with respect to such Note. Except as
provided above in this Section 15.02, no payment or other adjustment shall be
made for interest accrued on any Note converted or for dividends on any shares
issued upon the conversion of such Note as provided in this Article 15.

         Upon the conversion of a Note, that portion of the accrued but unpaid
interest, with respect to the converted Note shall not be cancelled,
extinguished or forfeited, but rather shall be deemed to be paid in full to the
holder thereof through delivery of the Common Stock (together with the cash
payment, if any, in lieu of fractional shares) in exchange for the Note being
converted pursuant to the provisions hereof; and the fair market value of such
shares of Common Stock (together with any such cash payment in lieu of
fractional shares) shall be treated as issued, to the extent thereof, first in
exchange for and in satisfaction of the Company's obligation to pay the
principal amount of the converted Note, the accrued but unpaid interest, and the
balance, if any, of such fair market value of such Common Stock (and any such
cash payment) shall be treated as issued in exchange for and in satisfaction of
the right to convert the Note being converted pursuant to the provisions hereof.

         (d) Upon the conversion of an interest in a Global Note, the Trustee
(or other conversion agent appointed by the Company), or the Custodian at the
direction of the Trustee (or other conversion agent appointed by the Company),
shall make a notation on such Global Note as to the reduction in the principal
amount represented thereby. The Company shall notify the Trustee in writing of
any conversions of Notes effected through any conversion agent other than the
Trustee.


                                       50
<PAGE>

         Section 15.03 Cash Payments in Lieu of Fractional Shares. No fractional
shares of Common Stock or scrip certificates representing fractional shares
shall be issued upon conversion of Notes. If more than one Note shall be
surrendered for conversion at one time by the same holder, the number of full
shares that shall be issuable upon conversion shall be computed on the basis of
the aggregate principal amount of the Notes (or specified portions thereof to
the extent permitted hereby) so surrendered. If any fractional share of stock
would be issuable upon the conversion of any Note or Notes, the Company shall
make an adjustment and payment therefor in cash at the current price thereof to
the holder of Notes. The current price of a share of Common Stock shall be the
Closing Sale Price on the last Trading Day immediately preceding the day on
which the Notes (or specified portions thereof) are deemed to have been
converted.

         Section 15.04 Conversion Rate. Each $1,000 principal amount of the
Notes shall be convertible into 71.99 shares of Common Stock (herein called the
"Conversion Rate"), subject to adjustment as provided in this Article 15.

         Section 15.05 Adjustment of Conversion Rate. The Conversion Rate shall
be adjusted from time to time by the Company as follows:

         (a) In case the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, the Conversion Rate shall be increased so that the same shall equal the
rate determined by multiplying the Conversion Rate in effect at the opening of
business on the date following the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution by a
fraction,

               (i) the numerator of which shall be the sum of the number of
          shares of Common Stock outstanding at the close of business on the
          date fixed for the determination of stockholders entitled to receive
          such dividend or other distribution plus the total number of shares of
          Common Stock constituting such dividend or other distribution; and

               (ii) the denominator of which shall be the number of shares of
          Common Stock outstanding at the close of business on the date fixed
          for such determination,

         such increase to become effective immediately after the opening of
business on the day following the date fixed for such determination. For the
purpose of this clause (a), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company. The
Company will not pay any dividend or make any distribution on shares of Common
Stock held in the treasury of the Company. If any dividend or distribution of
the type described in this Section 15.05(a) is declared but not so paid or made,
the Conversion Rate shall again be adjusted to the Conversion Rate that would
then be in effect if such dividend or distribution had not been declared.

         (b) In case the Company shall issue rights or warrants to all holders
of its outstanding shares of Common Stock entitling them (for a period expiring
within forty-five (45) days after the date fixed for determination of
stockholders entitled to receive such rights or warrants) to subscribe for or
purchase shares of Common Stock at a price per share less than the Current
Market Price on the date fixed for determination of stockholders entitled to
receive such rights or warrants, the Conversion Rate shall be increased so that
the same shall equal the rate determined by multiplying the Conversion Rate in
effect immediately prior to the date fixed for determination of stockholders
entitled to receive such rights or warrants by a fraction,


                                       51
<PAGE>

               (i) the numerator of which shall be the number of shares of
          Common Stock outstanding on the date fixed for determination of
          stockholders entitled to receive such rights or warrants plus the
          total number of additional shares of Common Stock offered for
          subscription or purchase, and

               (ii) the denominator of which shall be the sum of the number of
          shares of Common Stock outstanding at the close of business on the
          date fixed for determination of stockholders entitled to receive such
          rights or warrants plus the number of shares that the aggregate
          offering price of the total number of shares so offered with such
          rights or warrants would purchase at such Current Market Price.

         Such adjustment shall be successively made whenever any such rights or
warrants are issued, and shall become effective immediately after the opening of
business on the day following the date fixed for determination of stockholders
entitled to receive such rights or warrants. To the extent that shares of Common
Stock are not delivered after the expiration of such rights or warrants, the
Conversion Rate shall be readjusted to the Conversion Rate that would then be in
effect had the adjustments made upon the issuance of such rights or warrants
been made on the basis of delivery of only the number of shares of Common Stock
actually delivered. If such rights or warrants are not so issued, the Conversion
Rate shall again be adjusted to be the Conversion Rate that would then be in
effect if such date fixed for the determination of stockholders entitled to
receive such rights or warrants had not been fixed. In determining whether any
rights or warrants entitle the holders to subscribe for or purchase shares of
Common Stock at less than such Current Market Price, and in determining the
aggregate offering price of such shares of Common Stock, there shall be taken
into account any consideration received by the Company for such rights or
warrants and any amount payable on exercise or conversion thereof, the value of
such consideration, if other than cash, to be determined by the Board of
Directors.

         (c) In case outstanding shares of Common Stock shall be subdivided into
a greater number of shares of Common Stock, the Conversion Rate in effect at the
opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately increased, and conversely, in case
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Conversion Rate in effect at the opening of business
on the day following the day upon which such combination becomes effective shall
be proportionately reduced, such increase or reduction, as the case may be, to
become effective immediately after the opening of business on the day following
the day upon which such subdivision or combination becomes effective.

         (d) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock shares of any class of capital stock of the
Company or evidences of its indebtedness or assets (including securities, but
excluding any rights or warrants referred to in Section 15.05(b), and excluding
any dividend or distribution (x) paid exclusively in cash or (y) referred to in
Section 15.05(a) (any of the foregoing hereinafter in this Section 15.05(d))
called the "Securities")), then, in each such case, the Conversion Rate shall be
increased so that the same shall be equal to the rate determined by multiplying
the Conversion Rate in effect on the Record Date with respect to such
distribution by a fraction,


                                       52
<PAGE>

               (i) the numerator of which shall be the Current Market Price on
          such Record Date; and

               (ii) the denominator of which shall be the Current Market Price
          on such Record Date less the Fair Market Value (as determined by the
          Board of Directors, whose determination shall be conclusive, and
          described in a resolution of the Board of Directors) on the Record
          Date of the portion of the Securities so distributed applicable to one
          share of Common Stock,

         such adjustment to become effective immediately prior to the opening of
business on the day following such Record Date; provided that if the then Fair
Market Value (as so determined) of the portion of the Securities so distributed
applicable to one share of Common Stock is equal to or greater than the Current
Market Price on the Record Date, in lieu of the foregoing adjustment, adequate
provision shall be made so that each Noteholder shall have the right to receive
upon conversion the amount of Securities such holder would have received had
such holder converted each Note on the Record Date. If such dividend or
distribution is not so paid or made, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared. If the Board of Directors determines the
Fair Market Value of any distribution for purposes of this Section 15.05(d) by
reference to the actual or when issued trading market for any securities, it
must in doing so consider the prices in such market over the same period used in
computing the Current Market Price on the applicable Record Date.

         If the dividend or distribution requiring an adjustment pursuant to
this clause (d) consists 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, for purposes of making such adjustment, (i) the Current Market Price
shall be determined as of the date (the "Ex-Dividend Rate") on which
"ex-dividend trading" commences for such distribution on the Nasdaq National
Market or such other national or regional exchange or market on which such
securities are then listed or quoted, based on the average of the Closing Sale
Prices of the Common Stock for the ten (10) Trading Days commencing on and
including the fifth Trading Day after the Ex-Dividend Date and (ii) the Fair
Market Value of such dividend or distribution shall equal the number of
securities distributed in respect of each share of Common Stock multiplied by
the average of the closing sale prices of those securities distributed for the
ten (10) Trading Days commencing on and including the fifth Trading Day after
the Ex-Dividend Date.

         Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events (a
"Trigger Event"): (i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 15.05 (and no adjustment to the Conversion Rate under


                                       53
<PAGE>

this Section 15.05 will be required) until the occurrence of the earliest
Trigger Event, whereupon such rights and warrants shall be deemed to have been
distributed and an appropriate adjustment (if any is required) to the Conversion
Rate shall be made under this Section 15.05(d). If any such right or warrant,
including any such existing rights or warrants distributed prior to the date of
this Indenture, are subject to events, upon the occurrence of which such rights
or warrants become exercisable to purchase different securities, evidences of
indebtedness or other assets, then the date of the occurrence of any and each
such event shall be deemed to be the date of distribution and record date with
respect to new rights or warrants with such rights (and a termination or
expiration of the existing rights or warrants without exercise by any of the
holders thereof). In addition, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event or other event (of the
type described in the preceding sentence) with respect thereto that was counted
for purposes of calculating a distribution amount for which an adjustment to the
Conversion Rate under this Section 15.05 was made, (1) in the case of any such
rights or warrants that shall all have been redeemed or repurchased without
exercise by any holders thereof, the Conversion Rate shall be readjusted upon
such final redemption or repurchase to give effect to such distribution or
Trigger Event, as the case may be, as though it were a cash distribution, equal
to the per share redemption or repurchase price received by a holder or holders
of Common Stock with respect to such rights or warrants (assuming such holder
had retained such rights or warrants), made to all holders of Common Stock as of
the date of such redemption or repurchase, and (2) in the case of such rights or
warrants that shall have expired or been terminated without exercise by any
holders thereof, the Conversion Rate shall be readjusted as if such rights and
warrants had not been issued.

         For purposes of this Section 15.05(d) and Section 15.05(a) and (b), any
dividend or distribution to which this Section 15.05(d) is applicable that also
includes shares of Common Stock, or such rights or warrants to subscribe for or
purchase shares of Common Stock of the type described in Section 15.05(b) (or
both), shall be deemed instead to be (1) a dividend or distribution of the
evidences of indebtedness, assets or shares of capital stock other than such
shares of Common Stock or rights or warrants (and any Conversion Rate adjustment
required by this Section 15.05(d) with respect to such dividend or distribution
shall then be made) immediately followed by (2) a dividend or distribution of
such shares of Common Stock or such rights or warrants (and any further
Conversion Rate adjustment required by Sections 15.05(a) and 15.05(b) with
respect to such dividend or distribution shall then be made), except (A) the
Record Date of such dividend or distribution shall be substituted as "the date
fixed for the determination of stockholders entitled to receive such dividend or
other distribution", "the date fixed for the determination of stockholders
entitled to receive such rights or warrants" and "the date fixed for such
determination" within the meaning of Section 15.05(a) and 15.05(b) and (B) any
shares of Common Stock included in such dividend or distribution shall not be
deemed "outstanding at the close of business on the date fixed for such
determination" within the meaning of Section 15.05(a).

         (e) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash (excluding (x) any quarterly cash dividend
on the Common Stock to the extent the aggregate cash dividends per share of
Common Stock in any twelve-month period do not exceed 5.00% of the arithmetic
average of the Closing Sale Prices during the ten Trading Days immediately prior
to the date of declaration of such dividend, calculated at the time of each
dividend or distribution, and (y) any dividend or distribution in connection
with the liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary), then, in such case, the Conversion Rate shall be
increased so that the same shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to the close of business on such
Record Date by a fraction,


                                       54
<PAGE>

               (i) the numerator of which shall be the Current Market Price on
          such Record Date; and

               (ii) the denominator of which shall be the Current Market Price
          on such Record Date less the amount of cash so distributed (and not
          excluded as provided above) applicable to one share of Common Stock,

         such adjustment to be effective immediately prior to the opening of
business on the day following the record date; provided that if the portion of
the cash so distributed applicable to one share of Common Stock is equal to or
greater than the Current Market Price on the Record Date, in lieu of the
foregoing adjustment, adequate provision shall be made so that each Noteholder
shall have the right to receive upon conversion the amount of cash such holder
would have received had such holder converted each Note on the Record Date. If
such dividend or distribution is not so paid or made, the Conversion Rate shall
again be adjusted to be the Conversion Rate that would then be in effect if such
dividend or distribution had not been declared. If any adjustment is required to
be made as set forth in this Section 15.05(e) as a result of a distribution that
is a quarterly dividend, such adjustment shall be based upon the amount by which
such distribution exceeds the amount of the quarterly cash dividend permitted to
be excluded pursuant hereto. If an adjustment is required to be made as set
forth in this Section 15.05(e) above as a result of a distribution that is not a
quarterly dividend, such adjustment shall be based upon the full amount of the
distribution.

         (f) In case a tender or exchange offer made by the Company or any
Subsidiary for all or any portion of the Common Stock shall expire and such
tender or exchange offer (as amended upon the expiration thereof) shall require
the payment to stockholders of consideration per share of Common Stock having a
Fair Market Value (as determined by the Board of Directors, whose determination
shall be conclusive, and described in a resolution of the Board of Directors)
that as of the last time (the "Expiration Time") tenders or exchanges may be
made pursuant to such tender or exchange offer (as it may be amended) exceeds
the Closing Sale Price of a share of Common Stock on the Trading Day next
succeeding 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 Expiration Time by a fraction,

               (i) the numerator of which shall be the sum of (x) the Fair
          Market Value (determined as aforesaid) of the aggregate consideration
          payable to stockholders based on the acceptance (up to any maximum
          specified in the terms of the tender or exchange offer) of all shares
          validly tendered or exchanged and not withdrawn as of the Expiration
          Time (the shares deemed so accepted up to any such maximum, being
          referred to as the "Purchased Shares") and (y) the product of the
          number of shares of Common Stock outstanding (less any Purchased
          Shares) at the Expiration Time and the Closing Sale Price of a share
          of Common Stock on the Trading Day next succeeding the Expiration
          Time, and


                                       55
<PAGE>

               (ii) the denominator of which shall be the number of shares of
          Common Stock outstanding (including any tendered or exchanged shares)
          at the Expiration Time multiplied by the Closing Sale Price of a share
          of Common Stock on the Trading Day next succeeding the Expiration Time

         such adjustment to become effective immediately prior to the opening of
business on the day following the Expiration Time. If the Company is obligated
to purchase shares pursuant to any such tender or exchange offer, but the
Company is permanently prevented by applicable law from effecting any such
purchases or all such purchases are rescinded, the Conversion Rate shall again
be adjusted to be the Conversion Rate that would then be in effect if such
tender or exchange offer had not been made.

         (g) For purposes of this Section 15.05, the following terms shall have
the meaning indicated:

               (i) "Current Market Price" shall mean the average of the daily
          Closing Sale Prices per share of Common Stock for the ten consecutive
          Trading Days selected by the Company commencing no more than 30
          Trading Days before and ending not later than the earlier of such date
          of determination and the day before the "ex" date with respect to the
          issuance, distribution, subdivision or combination requiring such
          computation immediately prior to the date in question. For purpose of
          this clause (i), the term "ex" date, (1) when used with respect to any
          issuance or distribution, means the first date on which the Common
          Stock trades, regular way, on the relevant exchange or in the relevant
          market from which the Closing Sale Price was obtained without the
          right to receive such issuance or distribution, and (2) when used with
          respect to any subdivision or combination of shares of Common Stock,
          means the first date on which the Common Stock trades, regular way, on
          such exchange or in such market after the time at which such
          subdivision or combination becomes effective.

               If another issuance, distribution, subdivision or combination to
          which Section 15.05 applies occurs during the period applicable for
          calculating "Current Market Price" pursuant to the definition in the
          preceding paragraph, "Current Market Price" shall be calculated for
          such period in a manner determined by the Board of Directors to
          reflect the impact of such issuance, distribution, subdivision or
          combination on the Closing Sale Price of the Common Stock during such
          period.

               (ii) "Fair Market Value" shall mean the amount which a willing
          buyer would pay a willing seller in an arm's-length transaction.

               (iii) "Record Date" shall mean, with respect to any dividend,
          distribution or other transaction or event in which the holders of
          Common Stock have the right to receive any cash, securities or other
          property or in which the Common Stock (or other applicable security)
          is exchanged for or converted into any combination of cash, securities
          or other property, the date fixed for determination of stockholders
          entitled to receive such cash, securities or other property (whether
          such date is fixed by the Board of Directors or by statute, contract
          or otherwise).


                                       56
<PAGE>

               (iv) "Trading Day" shall mean (x) if the applicable security is
          quoted on the Nasdaq National Market, a day on which trades may be
          made thereon or (y) if the applicable security is listed or admitted
          for trading on the New York Stock Exchange or another national
          securities exchange, a day on which the New York Stock Exchange or
          another national securities exchange is open for business or (z) if
          the applicable security is not so listed, admitted for trading or
          quoted, any day other than a Saturday or Sunday or a day on which
          banking institutions in the State of New York are authorized or
          obligated by law or executive order to close.

         (h) The Company may make such increases in the Conversion Rate, in
addition to those required by Section 15.05(a), (b), (c), (d), (e) or (f) as the
Board of Directors considers to be advisable to avoid or diminish any income tax
to holders of Common Stock or rights to purchase Common Stock resulting from any
dividend or distribution of stock (or rights to acquire stock) or from any event
treated as such for income tax purposes.

         To the extent permitted by applicable law, the Company from time to
time may increase the Conversion Rate by any amount for any period of time if
the period is at least twenty (20) days, the increase is irrevocable during the
period and the Board of Directors shall have made a determination that such
increase would be in the best interests of the Company, which determination
shall be conclusive. Whenever the Conversion Rate is increased pursuant to the
preceding sentence, the Company shall mail to holders of record of the Notes a
notice of the increase at least fifteen (15) days prior to the date the
increased Conversion Rate takes effect, and such notice shall state the
increased Conversion Rate and the period during which it will be in effect.

         (i) No adjustment in the Conversion Rate shall be required unless such
adjustment would require an increase or decrease of at least one percent (1%) in
such rate; provided that any adjustments that by reason of this Section 15.05(i)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Article 15 shall be made
by the Company and shall be made to the nearest cent or to the nearest one-ten
thousandth (1/10,000) of a share, as the case may be. No adjustment need be made
for rights to purchase Common Stock pursuant to a Company plan for reinvestment
of dividends or interest or for any issuance of Common Stock or convertible or
exchangeable securities or rights to purchase Common Stock or convertible or
exchangeable securities. To the extent the Notes become convertible into cash,
assets, property or securities (other than capital stock of the Company), no
adjustment need be made thereafter as to the cash, assets, property or such
securities. Interest will not accrue on any cash into which the Notes are
convertible.

         (j) Whenever the Conversion Rate is adjusted as herein provided, the
Company shall promptly file with the Trustee and any conversion agent other than
the Trustee an Officers' Certificate setting forth the Conversion Rate after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Unless and until a Responsible Officer of the Trustee shall have
received such Officers' Certificate, the Trustee shall not be deemed to have
knowledge of any adjustment of the Conversion Rate and may assume that the last
Conversion Rate of which it has knowledge is still in effect. Promptly after


                                       57
<PAGE>

delivery of such certificate, the Company shall prepare a notice of such
adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and
the date on which each adjustment becomes effective and shall mail such notice
of such adjustment of the Conversion Rate to the holder of each Note at his last
address appearing on the Note Register provided for in Section 2.05 of this
Indenture, within twenty (20) days after execution thereof. Failure to deliver
such notice shall not affect the legality or validity of any such adjustment.

         (k) In any case in which this Section 15.05 provides that an adjustment
shall become effective immediately after (1) a Record Date for an event, (2) the
date fixed for the determination of stockholders entitled to receive a dividend
or distribution pursuant to Section 15.05(a), (3) a date fixed for the
determination of stockholders entitled to receive rights or warrants pursuant to
Section 15.05(b) or (4) the Expiration Time for any tender or exchange offer
pursuant to Section 15.05(f) (each a "Determination Date"), the Company may
elect to defer until the occurrence of the applicable Adjustment Event (as
hereinafter defined) (x) issuing to the holder of any Note converted after such
Determination Date and before the occurrence of such Adjustment Event, the
additional shares of Common Stock or other securities issuable upon such
conversion by reason of the adjustment required by such Adjustment Event over
and above the Common Stock issuable upon such conversion before giving effect to
such adjustment and (y) paying to such holder any amount in cash in lieu of any
fraction pursuant to Section 15.03. For purposes of this Section 15.05(k), the
term "Adjustment Event" shall mean:

         (l) in any case referred to in clause (1) hereof, the occurrence of
such event,

               (i) in any case referred to in clause (2) hereof, the date any
          such dividend or distribution is paid or made,

               (ii) in any case referred to in clause (3) hereof, the date of
          expiration of such rights or warrants, and

               (iii) (iv) in any case referred to in clause (4) hereof, the date
          a sale or exchange of Common Stock pursuant to such tender or exchange
          offer is consummated and becomes irrevocable.

               (iv) For purposes of this Section 15.05, the number of shares of
          Common Stock at any time outstanding shall not include shares held in
          the treasury of the Company but shall include shares issuable in
          respect of scrip certificates issued in lieu of fractions of shares of
          Common Stock. The Company will not pay any dividend or make any
          distribution on shares of Common Stock held in the treasury of the
          Company.

         Section 15.06 Effect of Reclassification, Consolidation, Merger or
Sale. If any of the following events occur, namely (i) any reclassification or
change of the outstanding shares of Common Stock (other than a subdivision or
combination to which Section 15.05(c) applies), (ii) any consolidation, merger
or combination of the Company with another Person as a result of which holders
of Common Stock shall be entitled to receive stock, other securities or other
property or assets (including cash) with respect to or in exchange for such
Common Stock, or (iii) any sale or conveyance of all or substantially all of the
properties and assets of the Company to any other Person as a result of which


                                       58
<PAGE>

holders of Common Stock shall be entitled to receive stock, other securities or
other property or assets (including cash) with respect to or in exchange for
such Common Stock, then the Company or the successor or purchasing Person, as
the case may be, shall execute with the Trustee a supplemental indenture (which
shall comply with the Trust Indenture Act as in force at the date of execution
of such supplemental indenture) providing that each Note shall be convertible
into the kind and amount of shares of stock, other securities or other property
or assets (including cash) receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance by a holder of a number
of shares of Common Stock issuable upon conversion of such Notes (assuming, for
such purposes, a sufficient number of authorized shares of Common Stock are
available to convert all such Notes) immediately prior to such reclassification,
change, consolidation, merger, combination, sale or conveyance assuming such
holder of Common Stock did not exercise his rights of election, if any, as to
the kind or amount of stock, other securities or other property or assets
(including cash) receivable upon such reclassification, change, consolidation,
merger, combination, sale or conveyance (provided that, if the kind or amount of
stock, other securities or other property or assets (including cash) receivable
upon such reclassification, change, consolidation, merger, combination, sale or
conveyance is not the same for each share of Common Stock in respect of which
such rights of election shall not have been exercised ("non-electing share"),
then for the purposes of this Section 15.06 the kind and amount of stock, other
securities or other property or assets (including cash) receivable upon such
reclassification, change, consolidation, merger, combination, sale or conveyance
for each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares). Such
supplemental indenture shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
15.

         The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each holder of Notes, at its address appearing on the
Note Register provided for in Section 2.05 of this Indenture, within twenty (20)
days after execution thereof. Failure to deliver such notice shall not affect
the legality or validity of such supplemental indenture.

         The above provisions of this Section shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances.

         If this Section 15.06 applies to any event or occurrence, Section 15.05
shall not apply.

         Section 15.07 Taxes on Shares Issued. The issue of stock certificates
on conversions of Notes shall be made without charge to the converting
Noteholder for any documentary, stamp or similar issue or transfer tax in
respect of the issue thereof. The Company shall not, however, be required to pay
any such tax which may be payable in respect of any transfer involved in the
issue and delivery of stock in any name other than that of the holder of any
Note converted, and the Company shall not be required to issue or deliver any
such stock certificate unless and until the Person or Persons requesting the
issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

         Section 15.08 Reservation of Shares, Shares to be Fully Paid;
Compliance with Governmental Requirements; Listing of Common Stock. The Company
shall provide, free from preemptive rights, out of its authorized but unissued
shares or shares held in treasury, sufficient shares of Common Stock to provide
for the conversion of the Notes from time to time as such Notes are presented
for conversion.


                                       59
<PAGE>

         Before taking any action which would cause an adjustment increasing the
Conversion Rate to an amount that would cause the Conversion Price to be reduced
below the then par value, if any, of the shares of Common Stock issuable upon
conversion of the Notes, the Company will take all corporate action which may,
in the opinion of its counsel, be necessary in order that the Company may
validly and legally issue shares of such Common Stock at such adjusted
Conversion Rate.

         The Company covenants that all shares of Common Stock which may be
issued upon conversion of Notes will upon issue be fully paid and non-assessable
by the Company and free from all taxes, liens and charges with respect to the
issue thereof.

         The Company covenants that, if any shares of Common Stock to be
provided for the purpose of conversion of Notes hereunder require registration
with or approval of any governmental authority under any federal or state law
before such shares may be validly issued upon conversion, the Company will in
good faith and as expeditiously as possible, to the extent then permitted by the
rules and interpretations of the Commission (or any successor thereto), endeavor
to secure such registration or approval, as the case may be.

         The Company further covenants that, if at any time the Common Stock
shall be listed on the Nasdaq National Market or any other national securities
exchange or automated quotation system, the Company will, if permitted by the
rules of such exchange or automated quotation system, list and keep listed, so
long as the Common Stock shall be so listed on such exchange or automated
quotation system, all Common Stock issuable upon conversion of the Note;
provided that if the rules of such exchange or automated quotation system permit
the Company to defer the listing of such Common Stock until the first conversion
of the Notes into Common Stock in accordance with the provisions of this
Indenture, the Company covenants to list such Common Stock issuable upon
conversion of the Notes in accordance with the requirements of such exchange or
automated quotation system at such time.

         Section 15.09 Responsibility of Trustee. The Trustee and any other
conversion agent shall not at any time be under any duty or responsibility to
any holder of Notes to determine the Conversion Rate or whether any facts exist
which may require any adjustment of the Conversion Rate, or with respect to the
nature or extent or calculation of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. The Trustee and any other
conversion agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any securities or
property, which may at any time be issued or delivered upon the conversion of
any Note; and the Trustee and any other conversion agent make no representations
with respect thereto. Neither the Trustee nor any conversion agent shall be
responsible for any failure of the Company to issue, transfer or deliver any
shares of Common Stock or stock certificates or other securities or property or
cash upon the surrender of any Note for the purpose of conversion or to comply
with any of the duties, responsibilities or covenants of the Company contained
in this Article 15. Without limiting the generality of the foregoing, neither
the Trustee nor any conversion agent shall be under any responsibility to
determine the correctness of any provisions contained in any supplemental


                                       60
<PAGE>

indenture entered into pursuant to Section 15.06 relating either to the kind or
amount of shares of stock or securities or property (including cash) receivable
by Noteholders upon the conversion of their Notes after any event referred to in
such Section 15.06 or to any adjustment to be made with respect thereto, but,
subject to the provisions of Section 8.01, may accept as conclusive evidence of
the correctness of any such provisions, and shall be protected in relying upon,
the Officers' Certificate (which the Company shall be obligated to file with the
Trustee prior to the execution of any such supplemental indenture) with respect
thereto.

         Section 15.10 Notice to Holders Prior to Certain Actions. In case:

         (a) the Company shall declare a dividend (or any other distribution) on
its Common Stock that would require an adjustment in the Conversion Rate
pursuant to Section 15.05; or

         (b) the Company shall authorize the granting to the holders of all or
substantially all of its Common Stock of rights or warrants to subscribe for or
purchase any share of any class or any other rights or warrants; or

         (c) of any reclassification or reorganization of the Common Stock of
the Company (other than a subdivision or combination of its outstanding Common
Stock, or a change in par value, or from par value to no par value, or from no
par value to par value), or of any consolidation or merger to which the Company
is a party and for which approval of any stockholders of the Company is
required, or of the sale or transfer of all or substantially all of the assets
of the Company; or

         (d) of the voluntary or involuntary dissolution, liquidation or winding
up of the Company;

         the Company shall cause to be filed with the Trustee and to be mailed
to each holder of Notes at his address appearing on the Note Register provided
for in Section 2.05 of this Indenture, as promptly as possible but in any event
at least ten (10) days prior to the applicable date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined, or (y) the date
on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up is expected to become effective or occur,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such
dividend, distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up.

                                   ARTICLE 16
                                  SUBORDINATION

         Section 16.01 Agreement of Subordination. The Company covenants and
agrees, and each Holder of Notes issued hereunder by its acceptance thereof
likewise covenants and agrees, that all Notes shall be issued subject to the
provisions of this Article 16; and each Person holding any Note, whether upon
original issue or upon transfer, assignment or exchange thereof, accepts and
agrees to be bound by such provisions.


                                       61
<PAGE>

         The payment of the principal of, premium, if any, and interest on all
Notes (including, but not limited to, the Redemption Price and the Repurchase
Price with respect to the Notes subject to optional redemption or repurchase by
the Company in accordance with Articles 3 and 4 as provided in this Indenture)
issued hereunder shall, to the extent and in the manner hereinafter set forth,
be subordinated and subject in right of payment to the prior payment in full in
cash or payment satisfactory to the holders of Senior Indebtedness of all Senior
Indebtedness, whether outstanding at the date of this Indenture or thereafter
incurred.

         No provision of this Article 16 shall prevent the occurrence of any
default or Event of Default hereunder.

         Section 16.02 Payments to Holders. No payment shall be made with
respect to the principal of, or premium, if any, or interest on the Notes
(including, but not limited to, the Redemption Price and the Repurchase Price
with respect to the Notes subject to optional redemption or repurchase by the
Company in accordance with Articles 3 and 4 as provided in this Indenture),
except payments and distributions made by the Trustee as permitted by Section
16.05, if:

               (i) a default in the payment of principal, premium, interest or
          other obligations due on any Senior Indebtedness occurs and is
          continuing (or, in the case of Senior Indebtedness for which there is
          a period of grace, in the event of such a default that continues
          beyond the period of grace, if any, specified in the instrument or
          lease evidencing such Senior Indebtedness), unless and until such
          default shall have been cured or waived or shall have ceased to exist;
          or

               (ii) a default, other than a payment default, on any Senior
          Indebtedness occurs and is continuing that then permits holders of
          such Senior Indebtedness to accelerate its maturity and the Trustee
          receives a notice of the default (a "Payment Blockage Notice") from a
          Representative or holder of such Senior Indebtedness or the Company.

         Subject to the provisions of Section 16.05, if the Trustee receives any
Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment
Blockage Notice shall be effective for purposes of this Section unless and until
at least 365 days shall have elapsed since the initial effectiveness of the
immediately prior Payment Blockage Notice. No nonpayment default that existed or
was continuing on the date of delivery of any Payment Blockage Notice to the
Trustee (unless such default was waived, cured or otherwise ceased to exist and
thereafter subsequently reoccurred) shall be, or be made, the basis for a
subsequent Payment Blockage Notice.

         The Company may and shall resume payments on and distributions in
respect of the Notes upon the earlier of:

         (b) in the case of a default referred to in clause (i) above, the date
upon which the default is cured or waived or ceases to exist, or


                                       62
<PAGE>


         (c) in the case of a default referred to in clause (ii) above, the
earlier of the date on which such default is cured or waived or ceases to exist
or 179 days pass after the date on which the applicable Payment Blockage Notice
is received, if the maturity of such Senior Indebtedness has not been
accelerated, unless this Article 16 otherwise prohibits the payment or
distribution at the time of such payment or distribution.

         Upon any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization of
the Company (whether voluntary or involuntary) or in bankruptcy, insolvency,
receivership or similar proceedings, all amounts due or to become due upon all
Senior Indebtedness shall first be paid in full in cash to the holders of Senior
Indebtedness before any payment is made on account of the principal of, premium,
if any, or interest on the Notes (except payments made pursuant to Article 13
from monies deposited with the Trustee pursuant thereto prior to commencement of
proceedings for such dissolution, winding-up, liquidation or reorganization);
and upon any such dissolution or winding-up or liquidation or reorganization of
the Company or bankruptcy, insolvency, receivership or other proceeding, any
payment by the Company, or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to which the Holders of the
Notes or the Trustee would be entitled, except for the provision of this Article
16, shall (except as aforesaid) be paid by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution, or by the Holders of the Notes or by the Trustee under
this Indenture if received by them or it, directly to the holders of Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness held by such holders, or as otherwise required by law or a
court order) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay all Senior Indebtedness in full in cash,
after giving effect to any concurrent payment or distribution to or for the
holders of Senior Indebtedness, before any payment or distribution is made to
the Holders of the Notes or to the Trustee.

         For purposes of this Article 16, the words, "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article 16 with respect
to the Notes to the payment of all Senior Indebtedness which may at the time be
outstanding; provided that (i) the Senior Indebtedness is assumed by the new
corporation, if any, resulting from any reorganization or readjustment, and (ii)
the rights of the holders of Senior Indebtedness (other than leases which are
not assumed by the Company or the new corporation, as the case may be) are not,
without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance, transfer or lease of its property as an
entirety, or substantially as an entirety, to another corporation upon the terms
and conditions provided for in Article 12 shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 16.02
if such other corporation shall, as a part of such consolidation, merger,
conveyance, transfer or lease, comply with the conditions stated in Article 12.


                                       63
<PAGE>

         In the event of the acceleration of the Notes because of an Event of
Default, no payment or distribution shall be made to the Trustee or any Holder
of Notes in respect of the principal of, premium, if any, or interest on the
Notes by the Company (including, but not limited to, the Redemption Price and
the Repurchase Price with respect to the Notes subject to optional redemption or
repurchase by the Company in accordance with Articles 3 and 4 as provided in
this Indenture), except payments and distributions made by the Trustee as
permitted by Section 16.05, until all Senior Indebtedness has been paid in full
in cash or such acceleration is rescinded in accordance with the terms of this
Indenture. If payment of the Notes is accelerated because of an Event of
Default, the Company shall promptly notify holders of Senior Indebtedness of
such acceleration.

         In the event that, notwithstanding the foregoing provisions, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities (including, without limitation, by way
of setoff or otherwise), prohibited by the foregoing, shall be received by the
Trustee, the Paying Agent or the Holders of the Notes before all Senior
Indebtedness is paid in full in cash or other payment satisfactory to the
holders of Senior Indebtedness, or provision is made for such payment thereof in
accordance with its terms in cash, such payment or distribution shall be held in
trust for the benefit of and shall be paid over or delivered to the holders of
Senior Indebtedness or their Representative or Representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing any Senior Indebtedness may have been issued, as their respective
interests may appear, as calculated by the Company, for application to the
payment of all Senior Indebtedness remaining unpaid to the extent necessary to
pay all Senior Indebtedness in full in cash, after giving effect to any
concurrent payment or distribution to or for the holders of such Senior
Indebtedness.

         Nothing in this Section 16.02 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 8.06. This Section 16.02 shall be
subject to the further provisions of Section 16.05.

         Section 16.03 Subrogation of Notes. Subject to the payment in full in
cash of all Senior Indebtedness, the rights of the Holders of the Notes shall be
subrogated to the extent of the payments or distributions made to the holders of
such Senior Indebtedness pursuant to the provisions of this Article 16 (equally
and ratably with the holders of all indebtedness of the Company which by its
express terms is subordinated to other indebtedness of the Company to
substantially the same extent as the Notes are subordinated and is entitled to
like rights of subrogation) 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, premium, if
any, and interest on the Notes shall be paid in full in cash; and, for the
purposes of such subrogation, no payments or distributions to the holders of the
Senior Indebtedness of any cash, property or securities to which the Holders of
the Notes or the Trustee would be entitled except for the provisions of this
Article 16, and no payment over pursuant to the provisions of this Article 16,
to or for the benefit of the holders of Senior Indebtedness by Holders of the
Notes or the Trustee, shall, as between the Company, its creditors other than
holders of Senior Indebtedness, and the Holders of the Notes, be deemed to be a
payment by the Company to or on account of the Senior Indebtedness; and no
payments or distributions of cash, property or securities to or for the benefit
of the Holders of the Notes pursuant to the subrogation provisions of this
Article 16, which would otherwise have been paid to the holders of Senior
Indebtedness shall be deemed to be a payment by the Company to or for the
account of the Notes. It is understood that the provisions of this Article 16
are and are intended solely for the purposes of defining the relative rights of
the Holders of the Notes, on the one hand, and the holders of the Senior
Indebtedness, on the other hand.


                                       64
<PAGE>

         Nothing contained in this Article 16 or elsewhere in this Indenture or
in the Notes is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Indebtedness, and the Holders of the Notes, the
obligation of the Company, which is absolute and unconditional, to pay to the
Holders of the Notes the principal of (and premium, if any) and interest on the
Notes as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of the Holders of
the Notes and creditors of the Company other than the holders of the Senior
Indebtedness, nor shall anything herein or therein prevent the Trustee or the
Holder of any Note from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article 16 of the holders of Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy.

         Upon any payment or distribution of assets of the Company referred to
in this Article 16, the Trustee, subject to the provisions of Section 8.01, and
the Holders of the Notes shall be entitled to rely upon any order or decree made
by any court of competent jurisdiction in which such bankruptcy, dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other person making such payment or distribution, delivered to the Trustee or
to the Holders of the Securities, 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 and all other facts pertinent thereto or to this Article 16.

         Section 16.04 Authorization to Effect Subordination. Each Holder of a
Note by the Holder's acceptance thereof authorizes and directs the Trustee on
the Holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article 16 and appoints the
Trustee to act as the Holder's attorney-in-fact for any and all such purposes.
If the Trustee does not file a proper proof of claim or proof of debt in the
form required in any proceeding referred to in Section 16.03 hereof at least 30
days before the expiration of the time to file such claim, the holders of any
Senior Indebtedness or their Representatives are hereby authorized to file an
appropriate claim for and on behalf of the Holders of the Notes.

         Section 16.05 Notice to Trustee. The Company shall give prompt written
notice in the form of an Officers' Certificate to a Responsible Officer of the
Trustee and to any Paying Agent of any fact known to the Company which would
prohibit the making of any payment of monies to or by the Trustee or any Paying
Agent in respect of the Notes pursuant to the provisions of this Article 16.
Notwithstanding the provisions of this Article 16 or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment of monies to or by the
Trustee in respect of the Notes pursuant to the provisions of this Article 16,
unless and until a Responsible Officer of the Trustee shall have received
written notice thereof at the Corporate Trust Office from the Company (in the
form of an Officers' Certificate) or a Representative or a Holder or Holders of
Senior Indebtedness or from any trustee thereof; and before the receipt of any
such written notice, the Trustee, subject to the provisions of Section 8.01,


                                       65
<PAGE>

shall be entitled in all respects to assume that no such facts exist; provided
that if on a date not less than one Business Day prior to the date upon which by
the terms hereof any such monies may become payable for any purpose (including,
without limitation, the payment of the principal of, or premium, if any, or
interest on any Security) the Trustee shall not have received, with respect to
such monies, the notice provided for in this Section 16.05, 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.
Notwithstanding anything in this Article 16 to the contrary, nothing shall
prevent any payment by the Trustee to the Holders of monies deposited with it
pursuant to Article 13, and any such payment shall not be subject to the
provisions of this Article 16.

         The Trustee, subject to the provisions of Section 8.01, shall be
entitled to rely on the delivery to it of a written notice by a Representative
or 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 Representative or 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 16, 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 16, and if such
evidence is not furnished the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

         Section 16.06 Trustee's Relation to Senior Indebtedness. The Trustee in
its individual capacity shall be entitled to all the rights set forth in this
Article 16 in respect of any Senior Indebtedness at any time held by it, to the
same extent as any other holder of Senior Indebtedness, and nothing in Section
8.13 or elsewhere in this Indenture shall deprive the Trustee of any of its
rights as such holder.

         With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article 16, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and, subject to the
provisions of Section 8.01, the Trustee shall not be liable to any holder of
Senior Indebtedness if it shall pay over or deliver to Holders of Notes, the
Company or any other person money or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article 16 or otherwise.

         Section 16.07 No Impairment of Subordination. No right of any present
or future holder of any Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof which any such holder may have or otherwise be charged with.


                                       66
<PAGE>

         Section 16.08 Certain Conversions Deemed Payment. For the purposes of
this Article 16 only, (1) the issuance and delivery of junior securities upon
conversion of Notes in accordance with Article 15 shall not be deemed to
constitute a payment or distribution on account of the principal of (or premium,
if any) or interest on Notes or on account of the purchase or other acquisition
of Notes, and (2) the payment, issuance or delivery of cash (except in
satisfaction of fractional shares pursuant to Section 15.03), property or
securities (other than junior securities) upon conversion of a Note shall be
deemed to constitute payment on account of the principal of such Note. For the
purposes of this Section 16.08, the term "junior securities" means (a) shares of
any stock of any class of the Company, or (b) securities of the Company which
are subordinated in right of payment to all Senior Indebtedness which may be
outstanding at the time of issuance or delivery of such securities to
substantially the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article. Nothing contained in this
Article 16 or elsewhere in this Indenture or in the Notes is intended to or
shall impair, as among the Company, its creditors other than holders of Senior
Indebtedness and the Holders, the right, which is absolute and unconditional, of
the Holder of any Note to convert such Note in accordance with Article 15.

         Section 16.09 Article Applicable to Paying Agents. If at any time any
Paying Agent other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "Trustee" as used in this Article shall
(unless the context otherwise requires) be construed as extending to and
including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to or in
place of the Trustee; provided, however, that the first paragraph of Section
16.05 shall not apply to the Company or any Affiliate of the Company if it or
such Affiliate acts as Paying Agent.

         Section 16.10 Senior Indebtedness Entitled to Rely. The holders of
Senior Indebtedness (including, without limitation, Designated Senior
Indebtedness) shall have the right to rely upon this Article 16, and no
amendment or modification of the provisions contained herein shall diminish the
rights of such holders unless such holders shall have agreed in writing thereto.

                                   ARTICLE 17
                            MISCELLANEOUS PROVISIONS

         Section 17.01 Provisions Binding on Company's Successors. All the
covenants, stipulations, promises and agreements by the Company contained in
this Indenture shall bind its successors and assigns whether so expressed or
not.

         Section 17.02 Official Acts by Successor Corporation. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any Person that shall at the time be the lawful sole successor of the
Company.


                                       67
<PAGE>

         Section 17.03 Addresses for Notices, Etc. Any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Notes on the Company shall be deemed to have
been sufficiently given or made, for all purposes, if given or served by being
deposited postage prepaid by registered or certified mail in a post office
letter box or sent by telecopier transmission addressed as follows: to CompuDyne
Corporation, 7249 National Drive, Hanover, MD 21076, Telecopier No.: (410)
712-0677, Attention: Geoffrey F. Feidelberg. Any notice, direction, request or
demand hereunder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or served by being
deposited, postage prepaid, by registered or certified mail in a post office
letter box or sent by telecopier transmission addressed as follows: Wachovia
Bank of Delaware, National Association, 9300 Shelbyville Road, Suite 507,
Louisville, Kentucky 40222, Telecopier No.: (502) 423-1932, Attention: Joseph A.
Clark.

         The Trustee, by notice to the Company, may designate additional or
different addresses for subsequent notices or communications.

         Any notice or communication mailed to a Noteholder shall be mailed to
him by first class mail, postage prepaid, at his address as it appears on the
Note Register and shall be sufficiently given to him if so mailed within the
time prescribed.

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

         Section 17.04 Governing Law. This Indenture and each Note shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of the State of New
York, without regard to conflicts of laws principles thereof.

         Section 17.05 Evidence of Compliance With Conditions Precedent,
Certificates to Trustee. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been complied
with.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include: (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statement or opinion contained in such certificate or opinion is
based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.


                                       68
<PAGE>

         Section 17.06 Legal Holidays. In any case in which the date of maturity
of interest on or principal of the Notes or the redemption date of any Note will
not be a Business Day, then payment of such interest on or principal of the
Notes need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the date of maturity
or the redemption date, and no interest shall accrue for the period from and
after such date.

         Section 17.07 Trust Indenture Act. This Indenture is hereby made
subject to, and shall be governed by, the provisions of the Trust Indenture Act
required to be part of and to govern indentures qualified under the Trust
Indenture Act; provided that this Section 17.07 shall not require this Indenture
or the Trustee to be qualified under the Trust Indenture Act prior to the time
such qualification is in fact required under the terms of the Trust Indenture
Act, nor shall it constitute any admission or acknowledgment by any party to the
Indenture that any such qualification is required prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act. If
any provision hereof limits, qualifies or conflicts with another provision
hereof which is required to be included in an indenture qualified under the
Trust Indenture Act, such required provision shall control.

         Section 17.08 No Security Interest Created. Nothing in this Indenture
or in the Notes, expressed or implied, shall be construed to constitute a
security interest under the Uniform Commercial Code or similar legislation, as
now or hereafter enacted and in effect, in any jurisdiction in which property of
the Company or its subsidiaries is located.

         Section 17.09 Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto, any paying agent, any authenticating agent, any Note Registrar and their
successors hereunder and the holders of Notes any benefit or any legal or
equitable right, remedy or claim under this Indenture.

         Section 17.10 Table of Contents, Headings, Etc. The table of contents
and the titles and headings of the Articles and Sections of this Indenture have
been inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

         Section 17.11 Authenticating Agent. The Trustee may appoint an
authenticating agent that shall be authorized to act on its behalf, and subject
to its direction, in the authentication and delivery of Notes in connection with
the original issuance thereof and transfers and exchanges of Notes hereunder,
including under Sections 2.04, 2.05, 2.06, 2.07 and 4.02, as fully to all
intents and purposes as though the authenticating agent had been expressly
authorized by this Indenture and those Sections to authenticate and deliver
Notes. For all purposes of this Indenture, the authentication and delivery of
Notes by the authenticating agent shall be deemed to be authentication and
delivery of such Notes "by the Trustee" and a certificate of authentication
executed on behalf of the Trustee by an authenticating agent shall be deemed to
satisfy any requirement hereunder or in the Notes for the Trustee's certificate
of authentication. Such authenticating agent shall at all times be a Person
eligible to serve as trustee hereunder pursuant to Section 8.09.


                                       69
<PAGE>

         Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any authenticating agent
shall be a party, or any corporation succeeding to the corporate trust business
of any authenticating agent, shall be the successor of the authenticating agent
hereunder, if such successor corporation is otherwise eligible under this
Section 17.11, without the execution or filing of any paper or any further act
on the part of the parties hereto or the authenticating agent or such successor
corporation.

         Any authenticating agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time terminate the agency of any authenticating agent by giving written notice
of termination to such authenticating agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any authenticating agent shall cease to be eligible under this Section, the
Trustee shall either promptly appoint a successor authenticating agent or itself
assume the duties and obligations of the former authenticating agent under this
Indenture and, upon such appointment of a successor authenticating agent, if
made, shall give written notice of such appointment of a successor
authenticating agent to the Company and shall mail notice of such appointment of
a successor authenticating agent to all holders of Notes as the names and
addresses of such holders appear on the Note Register.

         The Company agrees to pay to the authenticating agent from time to time
such reasonable compensation for its services as shall be agreed upon in writing
between the Company and the authenticating agent.

         The provisions of Sections 8.02, 8.03, 8.04 and 9.03 and this Section
17.11 shall be applicable to any authenticating agent.

         Section 17.12 Execution in Counterparts. This Indenture may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

         Section 17.13 Severability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, then (to the extent
permitted by law) the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


                                       70
<PAGE>


         The Trustee hereby accepts the trusts in this Indenture declared and
provided, upon the terms and conditions herein above set forth.

                                 COMPUDYNE CORPORATION



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


                                 WACHOVIA BANK OF DELAWARE,
                                 NATIONAL ASSOCIATION, as Trustee



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



                                       71
<PAGE>
                                                                       Exhibit A

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY", WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE CERTIFICATES)
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND
ANY PAYMENT HEREIN IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                              COMPUDYNE CORPORATION

                  6.25% CONVERTIBLE SUBORDINATED NOTE DUE 2011

                                                                CUSIP: 204795AA6
No.                                                             $40,250,000

         CompuDyne Corporation, a corporation duly organized and validly
existing under the laws of the State of Nevada (herein called the "Company",
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received hereby promises to pay to Cede & Co. or
its registered assigns, the principal sum set forth on Schedule I hereto on
January 15, 2011 at the office or agency of the Company maintained for that
purpose in accordance with the terms of the Indenture, in such coin or currency
of the United States of America as at the time of payment shall be legal tender
for the payment of public and private debts, and to pay interest, semiannually
on January 15 and July 15 of each year, commencing July 15, 2004, on said
principal sum, in like coin or currency, at the rate per annum of 6.25%, from
the January 15 or July 15, as the case may be, next preceding the date of this
Note to which interest has been paid or duly provided for, unless the date
hereof is a date to which interest has been paid or duly provided for, in which
case from the date of this Note, or unless no interest has been paid or duly
provided for on the Notes, in which case from January 22, 2004, until payment of
said principal sum has been made or duly provided for. Notwithstanding the
foregoing, if the date hereof is after any January 15 or July 15, as the case
may be, and before the following July 15 or January 15, this Note shall bear
interest from such January 15 or July 15, provided that if the Company shall
default in the payment of interest due on such January 15 or July 15, then this
Note shall bear interest from the next preceding January 15 or July 15 to which
interest has been paid or duly provided for or, if no interest has been paid or
duly provided for on such Note, from January 22, 2004. Except as otherwise
provided in the Indenture, the interest payable on this Note pursuant to the
Indenture on any January 15 or July 15 will be paid to the Person entitled
thereto as it appears in the Note Register at the close of business on the
record date, which shall be the January 1 or July 1 (whether or not a Business
Day) next preceding such January 15 or July 15, as provided in the Indenture;
provided that any such interest not punctually paid or duly provided for shall
be payable as provided in Section 2.03 of the Indenture. Interest on the Notes
shall be computed on the basis of a 360-day year of twelve 30-day months.


                                       A-1
<PAGE>

         The Company shall pay interest (i) on any Notes in certificated form by
check mailed to the address of the Person entitled thereto as it appears in the
Note Register (or, upon written notice by such Person, by wire transfer in
immediately available funds, if such Person is entitled to interest on aggregate
principal in excess of $2.0 million) or (ii) on any Global Note by wire transfer
of immediately available funds to the account of the Depositary or its nominee.

         The Company promises to pay interest on overdue principal and premium,
if any, and (to the extent that payment of such interest is enforceable under
applicable law) on overdue interest at the rate of 7.25% per annum.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, including, without limitation, provisions giving the holder
of this Note the right to convert this Note into Common Stock of the Company on
the terms and subject to the limitations referred to on the reverse hereof and
as more fully specified in the Indenture. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.

         This Note shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
and governed by the laws of the State of New York, without regard to conflicts
of laws principles thereof.

         This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.

         IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed.

                                 COMPUDYNE CORPORATION


                                 By:
                                    --------------------------------------------
                                    Name: Martin A. Roenigk
                                    Title: Chief Executive Officer and President

                                 Attest:
                                        ----------------------------------------
                                        Name: Geoffrey F. Feidelberg
                                        Title: Chief Financial Officer


                                      A-2
<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the within-named Indenture.

Dated:

WACHOVIA BANK OF DELAWARE,
NATIONAL ASSOCIATION, as Trustee



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

                               , or

By:
   ------------------------------------
       As Authenticating Agent
      (if different from Trustee)



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


                                      A-3
<PAGE>


                              COMPUDYNE CORPORATION

                  6.25% CONVERTIBLE SUBORDINATED NOTE DUE 2011

         This Note is one of a duly authorized issue of Notes of the Company,
designated as its 6.25% Convertible Subordinated Notes Due 2011 (herein called
the "Notes"), limited in aggregate principal amount to $40,250,000, issued and
to be issued under and pursuant to an Indenture dated as of January 15, 2004
(herein called the "Indenture"), between the Company and Wachovia Bank of
Delaware, National Association, as trustee (herein called the "Trustee"), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the Notes.

         The Notes are issuable in fully registered form, without coupons, in
denominations of $1,000 principal amount and any multiple of $1,000. Upon due
presentment for registration of transfer of this Note at the office or agency of
the Company maintained for that purpose in accordance with the terms of the
Indenture, a new Note or Notes of authorized denominations for an equal
aggregate principal amount will be issued to the transferee in exchange thereof,
subject to the limitations provided in the Indenture, without charge except for
any tax, assessment or other governmental charge imposed in connection
therewith.

         At any time on or after January 15, 2009 and prior to maturity, the
Notes may be redeemed at the option of the Company, in whole or in part, upon
mailing a notice of such redemption not less than 30 days but not more than 60
days before the redemption date to the holders of Notes at their last registered
addresses, all as provided in the Indenture, at a redemption price equal to 102%
of the principal amount of the Notes to be redeemed, together with accrued and
unpaid interest to, but excluding, the redemption date; provided that if the
redemption date is on or after a record date and on or before the corresponding
interest payment date, then the interest payable on such date shall be paid to
the holder of record on the next preceding January 1 or July 1, respectively.

         The Company may not give notice of any redemption of the Notes if a
default in the payment of interest, or premium, if any, on the Notes has
occurred and is continuing.

         The Notes are not subject to redemption through the operation of any
sinking fund.

         If a Change in Control occurs at any time prior to maturity of the
Notes, the Notes may be redeemed at the option of the Company, in whole but not
in part, on the effective date of the event or circumstance resulting in the
Change in Control, upon mailing a notice of such redemption not more than 30
days after the date of first public announcement of the event or circumstance
which has or may result in a Change in Control to holders of the Notes as
provided in the Indenture, at the following redemption prices (expressed as a
percentage of the principal amount of the Notes to be redeemed), together with
accrued and unpaid interest to, but excluding, the redemption date;


                                      A-4
<PAGE>

             If the Change in Control Occurs
                    Occurs within the
                     Twelve Months
                 Preceding January 15,           Redemption Price
                 ---------------------           ----------------

                         2005                          105%
                         2006                          105%
                         2007                          104%
                         2008                          104%
                         2009                          103%

         If a Change in Control occurs at any time prior to maturity of the
Notes, and the Company shall not have exercised its right to redeem the Notes,
the Holder of this Note, at the Holder's option, shall have the right, in
accordance with the provisions of the Indenture, to require the Company to
repurchase this Note (or any portion of the principal amount hereof that is at
least $1,000 or an integral multiple of $1,000 in excess thereof, provided that
the portion of the principal amount of this Note to be Outstanding after such
repurchase is at least equal to $1,000) at a Repurchase Price equal to 100% of
the principal amount thereof, together with accrued interest to (but excluding)
the Repurchase Date, as provided in Article 4 of the Indenture.

         Subject to compliance with the provisions of the Indenture, prior to
the close of business on the Final Maturity Date of the Notes, the holder hereof
has the right, at its option, to convert each $1,000 principal amount of this
Note into 71.99 shares (the "Conversion Rate") of the Company's Common Stock, as
such shares shall be constituted at the date of conversion and subject to
adjustment from time to time as provided in the Indenture.

         No adjustment in respect of interest on any Note converted or dividends
on any shares issued upon conversion of such Note will be made upon any
conversion except as set forth in the next sentence. If this Note (or portion
hereof) is surrendered for conversion during the period from the close of
business on any record date for the payment of interest to the close of business
on the Business Day preceding the following interest payment date, this Note (or
portion hereof being converted) must be accompanied by payment, in immediately
available funds or other funds acceptable to the Company, of an amount equal to
the interest otherwise payable on such interest payment date on the principal
amount being converted; provided that no such payment shall be required to the
extent of any overdue interest at the time of conversion with respect to this
Note.

         No fractional shares will be issued upon any conversion, but an
adjustment and payment in cash will be made, as provided in the Indenture, in
respect of any fraction of a share which would otherwise be issuable upon the
surrender of any Note or Notes for conversion.

         The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture, subordinate and junior in right of payment to
the prior payment in full of all Senior Indebtedness of the Company. Any Holder
by accepting this Note agrees to and shall be bound by such subordination
provisions and authorizes the Trustee to give them effect. In addition to all
other rights of Senior Indebtedness described in the Indenture, the Senior
Indebtedness shall continue to be Senior Indebtedness and entitled to the


                                      A-5
<PAGE>

benefits of the subordination provisions irrespective of any amendment,
modification or waiver of any terms of any instrument relating to the Senior
Indebtedness or any extension or renewal of the Senior Indebtedness.

         In case an Event of Default shall have occurred and be continuing, the
principal of, premium, if any, and accrued interest, on all Notes may be
declared by either the Trustee or the holders of not less than 25% in aggregate
principal amount of the Notes then outstanding, and upon said declaration shall
become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of at least a majority in aggregate
principal amount of the Notes at the time outstanding, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or modifying
in any manner the rights of the holders of the Notes, subject to the exceptions
set forth in Section 11.02 of the Indenture. Subject to the provisions of the
Indenture, the holders of a majority in aggregate principal amount of the Notes
at the time outstanding may on behalf of the holders of all of the Notes waive
any past default or Event of Default, subject to the exceptions set forth in the
Indenture. Any such consent or waiver by the holder of this Note (unless revoked
as provided in the Indenture) shall be conclusive and binding upon such holder
and upon all future holders and owners of this Note and any Notes which may be
issued in exchange or substitution hereof, irrespective of whether or not any
notation thereof is made upon this Note or such other Notes.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest, on this Note at the place, at the respective times, at the rate and in
the coin or currency herein prescribed.

         The Company, the Trustee, any authenticating agent, any paying agent,
any conversion agent and any Note Registrar may deem and treat the registered
holder hereof as the absolute owner of this Note (whether or not this Note shall
be overdue and notwithstanding any notation of ownership or other writing hereon
made by anyone other than the Company or any Note Registrar) for the purpose of
receiving payment hereof, or on account hereof, for the conversion hereof and
for all other purposes, and neither the Company nor the Trustee nor any other
authenticating agent nor any paying agent nor other conversion agent nor any
Note Registrar shall be affected by any notice to the contrary. All payments
made to or upon the order of such registered holder shall, to the extent of the
sum or sums paid, satisfy and discharge liability for monies payable on this
Note.

         No recourse for the payment of the principal of or any premium or
interest on this Note, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any supplemental indenture or in any Note, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, employee, agent, officer or director or
subsidiary, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by


                                      A-6
<PAGE>

the enforcement of any assessment or penalty or otherwise, all such liability
being, by acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

         Terms used in this Note and defined in the Indenture are used herein as
therein defined.


                                      A-7
<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription of the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM - as tenants in common              UNIF GIFT MIN ACT-___ Custodian ___
TEN ENT - as tenant by the entireties       (Cust) (Minor)
JT TEN - as joint tenants with right of     under Uniform Gifts to Minors Act
         survivorship and not as tenants    ______________________
         in common                                 (State)

         Additional abbreviations may also be used though not in the above list.


                                      A-8
<PAGE>


                                CONVERSION NOTICE

To:      CompuDyne Corporation
         Wachovia Bank of Delaware, National Association

         The undersigned registered owner of this Note hereby irrevocably
exercises the option to convert this Note, or the portion thereof (which is
$1,000 or a multiple thereof) below designated, into shares of Common Stock of
CompuDyne Corporation in accordance with the terms of the Indenture referred to
in this Note, and directs that the shares issuable and deliverable upon such
conversion, together with any check in payment for fractional shares and any
Notes representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. Capitalized terms used herein but not defined shall have the
meanings ascribed to such terms in the Indenture. If shares or any portion of
this Note not converted are to be issued in the name of a person other than the
undersigned, the undersigned will provide the appropriate information below and
pay all transfer taxes payable with respect thereto. Any amount required to be
paid by the undersigned on account of interest accompanies this Note.

Dated: ________________________


                                     __________________________________________


                                     __________________________________________
                                     Signature(s)


                                     Signature(s) must be guaranteed by an
                                     "Eligible Guarantor Institution" meeting
                                     the requirements of the Note Registrar,
                                     which requirements include membership or
                                     participation in the Security Transfer
                                     Agent Medallion Program ("Stamp") or such
                                     other "Signature Guarantee Program" as may
                                     be determined by the Note Registrar in
                                     addition to, or in substitution for, Stamp,
                                     all in accordance with the Securities
                                     Exchange Act of 1934, as amended.


                                     __________________________________________
                                     Signature Guarantee


         Fill in the registration of shares of Common Stock if to be issued, and
Notes if to be delivered, other than to and in the name of the registered
holder:


                                      A-9
<PAGE>

_______________________________
(Name)


_______________________________
(Street Address)


_______________________________
(City, State and Zip Code)


_______________________________
Please print name and address


Principal amount to be converted
(if less than all):

$

Social Security or Other Taxpayer
 Identification Number:

_______________________________


                                      A-10
<PAGE>


                    ELECTION OF HOLDER TO REQUIRE REPURCHASE
                            UPON A CHANGE IN CONTROL

To:      CompuDyne Corporation
         Wachovia Bank of Delaware, National Association

         Pursuant to Section 4.01 of the Indenture, the undersigned hereby
elects to have this Note repurchased by the Company. The undersigned hereby
directs the Trustee or the Company to pay it or ______________ an amount in cash
equal to 100% of the principal amount to be repurchased (as set forth below),
plus interest accrued to, but excluding, the Repurchase Date, as provided in the
Indenture.

Dated:

_______________________________


_______________________________
Signature(s)

Signature(s) must be guaranteed by an Eligible
Guarantor Institution with membership in an
approved signature guarantee program pursuant to
Rule 17Ad-15 under the Securities Exchange Act of
1934.


_______________________________
Signature Guaranteed


Principal amount to be repurchased (at least U.S.
$1,000 or an integral multiple of $1,000 in excess
thereof):

Remaining principal amount following such
repurchase (not less than U.S. $1,000):


                                      A-11
<PAGE>


                                   ASSIGNMENT

         For value received ______________________________hereby sell(s)
assign(s) and transfer(s) unto ___________________________________ (Please
insert social security or other Taxpayer Identification Number of assignee) the
within Note, and hereby irrevocably constitutes and appoints
______________________________________ attorney to transfer said Note on the
books of the Company, with full power of substitution in the premises.

Dated: ________________________


                                     __________________________________________


                                     __________________________________________
                                     Signature(s)


                                     Signature(s) must be guaranteed by an
                                     "Eligible Guarantor Institution" meeting
                                     the requirements of the Note Registrar,
                                     which requirements include membership or
                                     participation in the Security Transfer
                                     Agent Medallion Program ("Stamp") or such
                                     other "Signature Guarantee Program" as may
                                     be determined by the Note Registrar in
                                     addition to, or in substitution for, Stamp,
                                     all in accordance with the Securities
                                     Exchange Act of 1934, as amended.


                                     __________________________________________
                                     Signature Guarantee


         NOTICE: The signature on the Conversion Notice, the Election of Holder
to Require Repurchase Upon a Change in Control, or the Assignment must
correspond with the name as written upon the face of the Note in every
particular without alteration or enlargement or any change whatever.


                                      A-12
<PAGE>

<TABLE>
<CAPTION>

                                               COMPUDYNE CORPORATION

                                    6.25% Convertible Subordinated Note Due 2011

No. ______

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</TABLE>