Exhibit 4.2  EXECUTION COPY  
 CITADEL BROADCASTING CORPORATION  and  THE BANK OF NEW YORK  as Trustee  
  INDENTURE  Dated as of February 18, 2004  
  1.875% Convertible Subordinated Notes Due 2011 
  
   TABLE OF CONTENTS  ARTICLE 1.DEFINITIONS
  AND INCORPORATION BY REFERENCESECTION 1.01.
  DEFINITIONSSECTION 1.02.
  OTHER DEFINITIONSSECTION 1.03.
  INCORPORATION
  BY REFERENCE OF TRUST INDENTURE ACTSECTION 1.04.
  RULES OF CONSTRUCTIONARTICLE 2.THE SECURITIESSECTION 2.01.
  FORM AND DATINGSECTION 2.02.
  EXECUTION AND
  AUTHENTICATIONSECTION 2.03.
  PAYMENT
  ON SECURITIES; PAYING AGENT TO HOLD MONEY IN TRUSTSECTION 2.04.
  SECURITYHOLDER LISTSSECTION 2.05.
  TRANSFER AND EXCHANGESECTION 2.06.
  REPLACEMENT SECURITIESSECTION 2.07.
  OUTSTANDING SECURITIESSECTION 2.08.
  TREASURY SECURITIESSECTION 2.09.
  TEMPORARY SECURITIESSECTION 2.10.
  CANCELLATIONSECTION 2.11.
  DEFAULTED INTERESTSECTION 2.12.
  CUSIP NUMBERSSECTION 2.13.
  ADDITIONAL
  TRANSFER AND EXCHANGE REQUIREMENTSARTICLE 3.REDEMPTIONSECTION 3.01.
  RIGHT TO REDEEM;
  NOTICE TO TRUSTEESECTION 3.02.
  SELECTION OF
  SECURITIES TO BE REDEEMEDSECTION 3.03.
  NOTICE OF PROVISIONAL
  REDEMPTION.SECTION 3.04.
  EFFECT OF NOTICE OF
  REDEMPTIONSECTION 3.05.
  DEPOSIT OF
  PROVISIONAL REDEMPTION PRICESECTION 3.06.
  SECURITIES REDEEMED IN PART  i 
   ARTICLE 4.REPURCHASESSECTION 4.01.
  REPURCHASE UPON
  FUNDAMENTAL CHANGESECTION 4.02.
  NOTICES, ETC.SECTION 4.03.
  EXERCISING
  FUNDAMENTAL CHANGE REPURCHASE RIGHTSECTION 4.04.
  CERTAIN DEFINITIONSARTICLE 5.COVENANTSSECTION 5.01.
  PAYMENT OF SECURITIESSECTION 5.02.
  MAINTENANCE OF
  OFFICES OR AGENCIESSECTION 5.03.
  COMMISSION REPORTSSECTION 5.04.
  COMPLIANCE CERTIFICATESECTION 5.05.
  CORPORATE EXISTENCESECTION 5.06.
  NOTICE OF DEFAULTSSECTION 5.07.
  FURTHER INSTRUMENTS AND
  ACTSSECTION 5.08.
  RESALE OF CERTAIN
  SECURITIESSECTION 5.09.
  REGISTRATION RIGHTSSECTION 5.10.
  DELIVERY OF CERTAIN
  INFORMATIONSECTION 5.11.
  PAYMENT OF TAXES AND OTHER
  CLAIMSSECTION 5.12.
  REGISTRATION AND LISTINGARTICLE 6.SUCCESSORSSECTION 6.01.
  WHEN COMPANY MAY MERGE,
  ETC.SECTION 6.02.
  SUCCESSOR SUBSTITUTEDARTICLE 7.DEFAULTS
  AND REMEDIESSECTION 7.01.
  EVENTS OF DEFAULTSECTION 7.02.
  ACCELERATIONSECTION 7.03.
  OTHER REMEDIESSECTION 7.04.
  WAIVER OF PAST DEFAULTSSECTION 7.05.
  CONTROL BY MAJORITYSECTION 7.06.
  LIMITATION ON SUITSSECTION 7.07.
  RIGHTS OF HOLDERS
  TO RECEIVE PAYMENTSECTION 7.08.
  COLLECTION SUIT BY TRUSTEESECTION 7.09.
  TRUSTEE MAY FILE
  PROOFS OF CLAIMSECTION 7.10.
  PRIORITIES  ii 
   SECTION 7.11.
  UNDERTAKING FOR COSTSARTICLE 8.TRUSTEESECTION 8.01.
  DUTIES OF TRUSTEESECTION 8.02.
  RIGHTS OF TRUSTEESECTION 8.03.
  INDIVIDUAL RIGHTS OF
  TRUSTEESECTION 8.04.
  TRUSTEES DISCLAIMERSECTION 8.05.
  NOTICE OF DEFAULTSSECTION 8.06.
  REPORTS BY TRUSTEE TO
  HOLDERSSECTION 8.07.
  COMPENSATION AND INDEMNITYSECTION 8.08.
  REPLACEMENT OF TRUSTEESECTION 8.09.
  SUCCESSOR
  TRUSTEE, AGENTS BY MERGER, ETC.SECTION 8.10.
  ELIGIBILITY;
  DISQUALIFICATIONSECTION 8.11.
  PREFERENTIAL
  COLLECTION OF CLAIMS AGAINST COMPANYSECTION 8.12.
  TRUSTEES
  APPLICATION FOR INSTRUCTIONS FROM THE COMPANYARTICLE 9.DISCHARGE
  OF INDENTURESECTION 9.01.
  TERMINATION OF
  COMPANYS OBLIGATIONSSECTION 9.02.
  APPLICATION OF TRUST MONEYSECTION 9.03.
  REPAYMENT TO COMPANYSECTION 9.04.
  INDEMNITY FOR
  GOVERNMENT OBLIGATIONSSECTION 9.05.
  REINSTATEMENTARTICLE 10.AMENDMENTS,
  SUPPLEMENTS AND WAIVERSSECTION 10.01.
  WITHOUT CONSENT OF HOLDERSSECTION 10.02.
  WITH CONSENT OF HOLDERSSECTION 10.03.
  COMPLIANCE WITH
  TRUST INDENTURE ACTSECTION 10.04.
  REVOCATION AND EFFECT
  OF CONSENTSSECTION 10.05.
  NOTATION ON OR
  EXCHANGE OF SECURITIESSECTION 10.06.
  TRUSTEE TO SIGN
  AMENDMENTS, ETC.ARTICLE 11.CONVERSIONSECTION 11.01.
  CONVERSION PRIVILEGE  iii 
   SECTION 11.02.
  CONVERSION PROCEDURESECTION 11.03.
  FRACTIONAL SHARESSECTION 11.04.
  TAXES ON CONVERSIONSECTION 11.05.
  COMPANY TO PROVIDE STOCKSECTION 11.06.
  ADJUSTMENT FOR
  CHANGE IN CAPITAL STOCKSECTION 11.07.
  ADJUSTMENT FOR RIGHTS ISSUESECTION 11.08.
  ADJUSTMENT FOR
  CERTAIN DISTRIBUTIONSSECTION 11.09.
  [Intentionally omitted]SECTION 11.10.
  ADJUSTMENT FOR
  TENDER OR EXCHANGE OFFERSECTION 11.11.
  CURRENT MARKET PRICESECTION 11.12.
  WHEN ADJUSTMENT MAY BE
  DEFERREDSECTION 11.13.
  WHEN NO ADJUSTMENT REQUIREDSECTION 11.14.
  NOTICE OF ADJUSTMENTSECTION 11.15.
  VOLUNTARY REDUCTIONSECTION 11.16.
  NOTICE OF CERTAIN
  TRANSACTIONSSECTION 11.17.
  PROVISIONS
  IN CASE OF CONSOLIDATION, MERGER OF THE COMPANY OR TRANSFER OR LEASESECTION 11.18.
  COMPANY DETERMINATION FINALSECTION 11.19.
  TRUSTEES DISCLAIMERARTICLE 12.SUBORDINATIONSECTION 12.01.
  AGREEMENT TO SUBORDINATESECTION 12.02.
  CERTAIN DEFINITIONSSECTION 12.03.
  LIQUIDATION;
  DISSOLUTION; BANKRUPTCYSECTION 12.04.
  COMPANY
  NOT TO MAKE PAYMENTS WITH RESPECT TO SECURITIES IN CERTAIN CIRCUMSTANCESSECTION 12.05.
  ACCELERATION OF SECURITIESSECTION 12.06.
  DISPUTED DEFAULTSECTION 12.07.
  WHEN DISTRIBUTION
  MUST BE PAID OVERSECTION 12.08.
  NOTICE BY COMPANYSECTION 12.09.
  SUBROGATIONSECTION 12.10.
  RELATIVE RIGHTSSECTION 12.11.
  SUBORDINATION
  MAY NOT BE IMPAIRED BY COMPANYSECTION 12.12.
  DISTRIBUTION
  OR NOTICE TO REPRESENTATIVESECTION 12.13.
  RIGHTS OF TRUSTEE
  AND PAYING AGENTSECTION 12.14.
  EFFECTUATION
  OF SUBORDINATION BY TRUSTEEARTICLE 13.MISCELLANEOUSSECTION 13.01.
  TRUST INDENTURE ACT
  CONTROLSSECTION 13.02.
  NOTICESSECTION 13.03.
  COMMUNICATIONS
  BY HOLDERS WITH OTHER HOLDERS  iv 
   SECTION 13.04.
  CERTIFICATE
  AND OPINION AS TO CONDITIONS PRECEDENTSECTION 13.05.
  STATEMENTS REQUIRED IN CERTIFICATE OR
  OPINIONSECTION 13.06.
  RULES BY TRUSTEE AND AGENTSSECTION 13.07.
  LEGAL HOLIDAYSSECTION 13.08.
  GOVERNING LAWSECTION 13.09.
  NO RECOURSE AGAINST OTHERSSECTION 13.10.
  SUCCESSORSSECTION 13.11.
  COUNTERPART ORIGINALSSECTION 13.12.
  SEVERABILITYEXHIBIT
  A   FORM OF SECURITY  Note:This
Table of Contents shall not, for any purpose, be deemed to be a part of the
Indenture.  v 
   INDENTURE dated as of
February 18, 2004, between CITADEL BROADCASTING CORPORATION, a Delaware
corporation (the Company), and THE BANK OF NEW YORK, a New York banking
corporation (the Trustee).  Each party agrees as
follows for the benefit of the other party and for the equal and ratable
benefit of the Holders of the Companys 1.875% Convertible Subordinated Notes
Due 2011 (the Security or Securities):  ARTICLE 1.DEFINITIONS AND INCORPORATION BY
REFERENCE  SECTION 1.01.DEFINITIONS  Affiliate of any
specified Person means any 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 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 means any
Registrar, Paying Agent or Conversion Agent.  Applicable Procedures
means, with respect to any transfer or transaction involving a Global Security,
or beneficial interest therein, the rules and procedures of the Depositary that
are applicable to such transfer or transaction and as in effect from time to
time.  Board of Directors or
Board means the Board of Directors of the Company or any duly authorized
committee of the Board.  Business Day means any
day that is not a Legal Holiday.  Certificated Security
means a Security that is in substantially the form attached hereto as
EXHIBIT A and that does not include the information or the
schedule called for by footnotes 1, 3 and 4 thereof.  Common Stock shall mean
the Companys common stock, $.01 par value per share, as it exists on the date
of this Indenture or any other capital stock of the Company into which such
Common Stock shall be reclassified or changed.  Company means the party
named as such above until a successor replaces it pursuant to the applicable
provisions hereof and thereafter means the successor.  Conversion Agent means
any Person authorized by the Company to convert Securities in accordance with
Article 11.  The Company has
initially appointed the Trustee as its Conversion Agent pursuant to
Section 5.02 hereof.  
   Corporate Trust Office
means the principal office of the Trustee at 101 Barclay Street,
Floor 8W, New York, New York 10286, Attention:  Corporate Trust
Administration, or such other office, designated by the Trustee by written
notice to the Company and approved by the Company, at which at any particular
time its corporate trust business shall be administered.  Default means any event
which is, or after notice or passage of time would be, an Event of Default.  Global Security means a
permanent Global Security that is in substantially the form attached hereto as
EXHIBIT A and that includes the information and schedule called for
by footnotes 1, 3 and 4 thereof and which is deposited with the Depositary
or its custodian and registered in the name of the Depositary or its nominee.  Holder or
Securityholder means the person in whose name a Security is registered on the
Registrars books.  Indenture means this
Indenture, as amended or supplemented from time to time.  Initial Purchasers
means Credit Suisse First Boston LLC, Goldman, Sachs & Co., Deutsche
Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Bear, Stearns & Co., J.P. Morgan Securities Inc.,
UBS Securities LLC and Wachovia Capital Markets, LLC and the other initial
purchasers named in the Purchase Agreement.  Initial Purchasers
Option means the option granted by the Company to the Initial Purchasers to
purchase up to $60,000,000 aggregate principal amount of additional Securities
pursuant to the Purchase Agreement.  Officer means the
Chairman, the Chief Executive Officer, the President, any Vice President, the
Secretary, the General Counsel or the Treasurer of the Company.  Officers Certificate
means a certificate signed by two Officers pursuant to Section 13.04 and
in accordance with Section 13.05.  Opinion of Counsel
means a written opinion from legal counsel who is acceptable to the
Trustee.  The counsel may be an employee
of or counsel to the Company pursuant to Section 13.04 and in accordance
with 13.05.  Paying Agent means any
person authorized by the Company to pay the principal of or interest on any
Securities on behalf of the Company and, except as otherwise specifically set
forth herein, such term shall include the Company if it shall act as its own
Paying Agent.  The Company has initially
appointed the Trustee as its Paying Agent pursuant to Section 5.02 hereof.  Person means any
individual, corporation, limited liability company, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof and, for purposes of
Article 4, shall have the additional meaning set forth in Section 4.04(c).  2 
   Purchase Agreement
means the Purchase Agreement, dated February 11, 2004, among the Company
and each of the Initial Purchasers.  Purchase Notice means a
notice delivered by a Holder to the Paying Agent or Trustee specifying
(i) the certificate number of the Security which the Holder is delivering
to be purchased, (ii) the portion of the principal amount of the Security
which the Holder is delivering to be purchased, which portion must be in
aggregate principal amounts of $1,000 or an integral multiple thereof, and
(iii) that such Security shall be purchased as of the Fundamental Change
Purchase Date pursuant to the terms and conditions specified in
paragraph 7 of the Securities and in this Indenture.  Quoted Price means the
price per share of Common Stock on the relevant date, determined on the basis
of the last reported sale price regular way of the Common Stock or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices regular way of the Common Stock, in either case, at 4:00 p.m. (or
such earlier time as the last sale prior to 4:00 p.m.), New York City
time, on the New York Stock Exchange Composite Tape, or, if the Common Stock is
not listed or admitted to trading on such Exchange, as reported on the national
securities exchange in or nearest the City of New York on which the Common
Stock is listed or admitted to trading, or if the Common Stock is not listed or
admitted to trading on any national securities exchange, the last reported sale
price regular way of the Common Stock or, in case no such sale takes place on
such day, the average of the highest reported bid and lowest reported asked
prices of the Common Stock as furnished by the National Association of Securities
Dealers, Inc. through Nasdaq or a similar organization if Nasdaq is no longer
reporting such information, or if on any such day the Common Stock is not
quoted by any such organization, the average of the highest reported bid and
lowest reported asked prices of the Common Stock as available in any other
over-the-counter market, or if on such day the Common Stock is not reported in
any such market, the fair value of a share of Common Stock on such day, as
determined in good faith by, and evidenced by a resolution of, the Board of
Directors.  Record Date has the
meaning set forth in the applicable Section.  Registrar means the
office or agency maintained by the Company where Securities may be presented
for registration of transfer or exchange. 
The Company has initially appointed the Trustee as its Registrar
pursuant to Section 5.02 hereof.  Responsible Officer,
when used with respect to the Trustee, means any officer within the Corporate
Trust Office of the Trustee, including, without limitation, any vice president,
assistant vice president, assistant treasurer, corporate trust officer or other
employee of the Trustee customarily performing functions similar to those
performed by any of the above designated officers, and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of his knowledge and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.  Restricted Certificated
Security means a Certificated Security that is a Transfer Restricted Security.  3 
   Restricted Global
Security means a Global Security that is a Transfer Restricted Security.  Rule 144 means
Rule 144 under the Securities Act or any successor to such Rule.  Rule 144A means
Rule 144A under the Securities Act or any successor to such Rule.  SEC means the
Securities and Exchange Commission.  Security or
Securities means the Securities described above issued, authenticated and
delivered under this Indenture.  Securities Act means
the Securities Act of 1933, as amended.  Shelf Registration
Statement means a shelf registration statement with respect to resales of
Registrable Securities to be filed with the SEC pursuant to the Registration
Rights Agreement.  Subordinated Notes
means those $500,000,000 principal amount of subordinated debentures consisting
of Series A-1 6% Subordinated Debentures due June 26, 2012 of the
Company, Series A-2 6% Subordinated Debentures due June 26, 2012 of
the Company, Series B-1 6% Subordinated Debentures due June 26, 2013
of the Company, Series B-2 6% Subordinated Debentures due June 26,
2013 of the Company, Series C-1 6% Subordinated Debentures due
June 26, 2014 of the Company and Series C-2 6% Subordinated
Debentures due June 26, 2014 of the Company, outstanding on the date
hereof.  Subsidiary means a
corporation a majority of the voting stock of which is owned, directly or
indirectly, by the Company or by one or more Subsidiaries, or by the Company
and one or more other Subsidiaries.  TIA means the Trust
Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990 and
as in effect on the date of this Indenture, except to the extent any amendment
to the Trust Indenture Act expressly provides for application of the Trust
Indenture Act as in effect on another date.  Trading Day means each
Monday, Tuesday, Wednesday, Thursday and Friday other than any day on which
securities are not traded on the principal exchange or market on which the
securities in question are traded.  Trustee means the party
named as such above until a successor replaces it pursuant to the applicable
provisions hereof and thereafter means the successor.  Unrestricted Global
Security means a Global Security that is not a Transfer Restricted Security.  4 
   SECTION 1.02.OTHER DEFINITIONS  Term
  
  Defined in
  SectionAgent Members
  
  2.01Bankruptcy Law
  
  7.01Capital Stock
  
  4.04(a)Company Order
  
  2.02Current Market
  Price
  
  11.11Custodian
  
  7.01Depositary
  
  2.01(a)DTC
  
  2.01(a)Event of
  Default
  
  7.01Exchange Act
  
  4.04(b)Expiration
  Time
  
  11.10Final Surrender
  Date
  
  4.03(a)Fundamental
  Change
  
  4.04(b)Fundamental
  Change Company Notice
  
  4.02Fundamental
  Change Purchase Date
  
  4.03(a)Fundamental
  Change Purchase Price
  
  4.01Legal Holiday
  
  13.07Liquidated
  Damages
  
  5.09Make-Whole
  Payment
  
  3.01Payment
  Blockage Notice
  
  12.04Provisional
  Redemption
  
  3.01Provisional
  Redemption Date
  
  3.01Provisional
  Redemption Notice Date
  
  3.01Provisional
  Redemption Price
  
  3.01Principal
  
  4.04(d)Purchased
  Shares
  
  11.10Registrable
  Securities
  
  5.09Related Party
  
  4.04(e)QIB
  
  2.01(a)Registration
  Rights Agreement
  
  5.09Representative
  
  12.02Senior
  Indebtedness
  
  12.02Transfer
  Certificate
  
  2.13(f)(1)Transfer
  Restricted Securities
  
  2.13(f)(1)U.S. Government
  Obligations
  
  9.01Voting Shares
  
  4.04(f)  Whenever the definition
contained in such section limits its application to the term as used in
specific sections, the foregoing shall not be deemed to expand the application
of such definition to the term as used in any section other than such
specific sections.  5 
   SECTION 1.03.INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT  Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in
and made a part of this Indenture.  The
following TIA terms used in this Indenture have the following meanings:  COMMISSION means the
SEC.  INDENTURE SECURITIES
means the Securities.  INDENTURE SECURITY
HOLDER means a Securityholder.  INDENTURE TO BE
QUALIFIED means this Indenture.  INDENTURE TRUSTEE or
INSTITUTIONAL TRUSTEE means the Trustee.  OBLIGOR on the
indenture securities means the Company or any other obligor on the Securities.  All other TIA terms used
in this Indenture that are defined by the TIA, defined by TIA reference to
another statute or defined by Commission rule and not otherwise defined herein
have the meanings assigned to them therein.  SECTION 1.04.RULES OF CONSTRUCTION  Unless the context
otherwise requires:  (a)a
term has the meaning assigned to it;  (b)an
accounting term not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles in effect at the time
any determination hereunder is being made;  (c)or
is not exclusive;  (d)words
in the singular include the plural, and words in the plural include the
singular; and  (e)provisions
apply to successive events and transactions.  ARTICLE 2.THE SECURITIES  SECTION 2.01.FORM AND DATING  The Securities shall be
substantially in the form set forth in EXHIBIT A, which Exhibit is
incorporated in and made part of this Indenture.  However, to the extent any provision of any  6 
   Securities conflicts with
the express provisions of this Indenture, the provisions of this Indenture
shall govern and be controlling.  The
Securities may have notations, legends or endorsements required by law, stock
exchange rule or usage.  Each Security
shall be dated the date of its authentication. 
The Securities are being offered and sold by the Company pursuant to the
Purchase Agreement in transactions exempt from, or not subject to, the
registration requirements of the Securities Act.  (a)RESTRICTED
GLOBAL SECURITIES.  Securities offered
and sold to qualified institutional buyers as defined in Rule 144A
(collectively, QIBs or individually, each a QIB) in reliance on
Rule 144A under the Securities Act shall be issued initially in the form
of one or more Restricted Global Securities, which shall be deposited on behalf
of the purchasers of the Securities represented thereby with the Trustee, at
its Corporate Trust Office, as custodian for the depositary, The Depository
Trust Company (DTC) (such depositary, or any successor thereto, being
hereinafter referred to as the Depositary), and registered in the name of its
nominee, Cede & Co., duly executed by the Company and authenticated by
the Trustee as hereinafter provided. 
The aggregate principal amount of the Restricted Global Security may
from time to time be increased or decreased by adjustments made on the records
of the Trustee as hereinafter provided, subject in each case to compliance with
the Applicable Procedures.  (b)GLOBAL
SECURITIES IN GENERAL.  Each Global
Security shall represent such of the outstanding Securities as shall be
specified therein and each shall provide that it shall represent the aggregate
amount of outstanding Securities from time to time endorsed thereon and that
the aggregate amount of outstanding Securities represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges,
redemptions, purchases or conversions of such Securities.  Any endorsement of a Global Security to
reflect the amount of any increase or decrease in the amount of outstanding
Securities represented thereby shall be made by the Trustee in accordance with
the standing instructions and procedures existing between the Depositary and
the Trustee.  Members of, or
participants in, the Depositary (Agent Members) shall have no rights under
this Indenture with respect to any Global Security held on their behalf by the
Depositary or under any Global Security, and the Depositary (including, for
this purpose, its nominee) may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner and Holder of such
Global Security for all purposes whatsoever. 
Notwithstanding the foregoing, nothing herein shall (A) 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 (B) impair, as between the Depositary and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a Holder of any Security.  (c)CERTIFICATED
SECURITIES.  Certificated Securities
shall be issued only under the limited circumstances provided in
Section 2.13(a)(1) hereof.  SECTION 2.02.EXECUTION AND AUTHENTICATION  Two Officers shall sign
the Securities on behalf of the Company by manual or facsimile signature.  7 
   If an Officer whose
signature is on a Security no longer holds that office at the time the Security
is authenticated, the Security shall nevertheless be valid.  A Security shall not be
valid until authenticated by the manual signature of the Trustee.  The Trustees signature shall be conclusive
evidence that the Security has been authenticated under this Indenture.  The Trustee shall
authenticate and make available for delivery Securities for original issue in
an aggregate principal amount of $300,000,000 upon receipt of a written order
or orders of the Company signed by two Officers (a Company Order) without any
further action by the Company; PROVIDED, HOWEVER, that in the event that the
Company sells any Securities pursuant to the Initial Purchasers Option, then
the Trustee shall authenticate and deliver Securities for original issue in an
aggregate principal amount of $300,000,000 plus up to an additional $60,000,000
aggregate principal amount of the Securities sold pursuant to the Initial
Purchasers Option upon a Company Order without any further action by the
Company.  The aggregate principal amount
of the Securities outstanding at any time may not exceed the amount set forth in
the foregoing sentence, subject to the proviso set forth therein, except as
provided in Section 2.06.  The Trustee may appoint
an authenticating agent acceptable to the Company to authenticate
Securities.  An authenticating agent may
authenticate Securities whenever the Trustee may do so, other than upon
original issuance or pursuant to Section 2.06.  Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent. 
An authenticating agent has the same rights as an Agent to deal with the
Company or its Affiliate.  The Securities shall be
issuable only in registered form without coupons and only in denominations of
$1,000 and any integral multiple thereof.  SECTION 2.03.PAYMENT ON SECURITIES; PAYING AGENT TO HOLD MONEY
IN TRUST  (a)Subject
to the following provisions, no later than 11:00 a.m. on the due date of
principal of and premium, if any, and interest on the Securities, the Company
will pay to the Paying Agent in immediately available funds the amounts, in US
dollars, in the manner, at the times and for the purposes set forth herein and
in the text of the Securities, and the Company hereby authorizes and directs
the Paying Agent to make or cause to be made payment from funds so paid to it
of the principal of and premium, if any, and interest on the Securities set
forth herein and in the text of the Securities.  The Paying Agent will make payment, from the funds furnished by
the Company, of the principal of and premium, if any, and interest on the
Securities by check drawn upon a bank in the city in which the Paying Agents
principal office is located, or make payment by wire transfer upon terms
acceptable to the Paying Agent.  (b)Interest
on a Security (other than defaulted interest) shall be paid on each interest
payment date to the Holder thereof at the close of business on the relevant
record date specified in the Securities. 
Principal of and premium, if any, on Securities shall be payable only
against presentation and surrender thereof at the principal office of the
Paying Agent, unless the Company shall have otherwise instructed the Trustee in
writing.  8 
   (c)The
Company shall require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent will hold in trust for the benefit of
Securityholders or the Trustee all money held by the Paying Agent for the
payment of principal of or premium, if any, or interest on the Securities, and
will notify the Trustee of any default by the Company in making any such
payment.  While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it
to the Trustee.  If the Company acts as
Paying Agent, it shall segregate the money held by it for the payment of
principal of and premium, if any, and interest on the Securities and hold it as
a separate trust fund.  The Company
shall provide ten days prior written notice to the Trustee that it is to act as
Paying Agent with respect to such payment and the Trustee may rely on such notice.  The Company at any time may require a Paying
Agent to pay all money held by the Paying Agent to the Trustee.  Upon doing so the Paying Agent shall have no
further liability for the money so paid.  SECTION 2.04.SECURITYHOLDER LISTS  The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Securityholders.  If the Trustee is not the Registrar, the
Company shall furnish to the Trustee not less than five days prior to each
interest payment date and at such other times as the Trustee may request in
writing a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Securityholders.  SECTION 2.05.TRANSFER AND EXCHANGE  (a)Subject
to compliance with any applicable additional requirements contained in
Section 2.13, when a Security is presented to a Registrar with a request
to register a transfer thereof or to exchange such Security for an equal
principal amount of Securities of other authorized denominations, the Registrar
shall register the transfer or make the exchange as requested; PROVIDED,
HOWEVER, that every Security presented or surrendered for registration of
transfer or exchange shall be duly endorsed or accompanied by an assignment
form and, if applicable, a Transfer Certificate each in the form included in
EXHIBIT A, and in form satisfactory to the Registrar duly executed by the
Holder thereof or its attorney duly authorized in writing.  To permit registration of transfers and
exchanges, upon surrender of any Security for registration of transfer or
exchange at an office or agency maintained pursuant to Section 5.02, the
Company shall execute and the Trustee shall authenticate Securities of a like
aggregate principal amount at the Registrars request.  Any exchange or transfer shall be without
charge, except that the Company or the Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto, and provided, that this sentence shall not apply to any
exchange pursuant to Section 2.06, 2.09, 2.13(a)(1), 3.06, 4.03(d), 5.11,
10.05 or 11.02.  Neither the Company, any
Registrar nor the Trustee shall be required to exchange or register a transfer
of (a) any Securities or portions thereof selected or called for
redemption (except, in the case of redemption of a Security in part, the
portion not to be redeemed) or (b) any Securities or portions thereof
delivered for repurchase by the Holder thereof (except, in the case of the
purchase of a Security in part, the portion not to be purchased).  9 
   All Securities issued
upon any transfer or exchange of Securities shall be valid obligations of the
Company, evidencing the same debt and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such transfer or exchange.  (b)Any
Registrar appointed pursuant to Section 5.02 shall provide to the Trustee
such information as the Trustee may reasonably require in connection with the
delivery by such Registrar of Securities upon transfer or exchange of
Securities.  (c)Each
Holder of a Security agrees to indemnify the Company and the Trustee against
any liability that may result from the transfer, exchange or assignment of such
Holders Security in violation of any provision of this Indenture and/or
applicable United States federal or state securities law.  The Trustee shall have no
obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Security (including any
transfers between or among Agent Members or other beneficial owners of
interests in any Global Security) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by the terms of this Indenture and
to examine the same to determine substantial compliance as to form with the
express requirements hereof.  SECTION 2.06.REPLACEMENT SECURITIES  If the Holder of a
Security provides evidence to the Trustee to the Trustees satisfaction that
the Security has been lost, destroyed or wrongfully taken, or if a mutilated
Security is surrendered to the Trustee, the Company shall issue and the Trustee
shall authenticate a replacement Security if the Trustees requirements are
met.  If an indemnity bond is required by
the Trustee or the Company, such bond must be sufficient, in the judgment of
both the Trustee and the Company, to protect the Company, the Trustee, any
Agent or any authenticating agent from any loss which any of them may suffer if
a Security is replaced.  The Company and
the Trustee may charge for their reasonable expenses incurred in replacing a
Security.  Every replacement
Security shall be an additional obligation of the Company.  SECTION 2.07.OUTSTANDING SECURITIES  The Securities
outstanding at any time are all Securities authenticated by the Trustee (or an
authenticating agent appointed pursuant to Section 5.02) except for those
cancelled by the Trustee, those delivered to the Trustee for cancellation,
those reductions in the interests in a global Security effected by the Trustee
hereunder, and those described in this Section as not outstanding.  A Security does not cease
to be outstanding because the Company or its Affiliate holds the Security.  10 
   If a Security is replaced
pursuant to Section 2.06, it ceases to be outstanding unless the Trustee
receives proof satisfactory to it that the replaced Security is held by a bona
fide purchaser.  If Securities are
considered paid under Section 5.01, they cease to be outstanding and
interest on them ceases to accrue.  SECTION 2.08.TREASURY SECURITIES  In determining whether
the Holders of the required principal amount of Securities have concurred in
any direction, waiver or consent, Securities owned by the Company or its
Affiliates shall be disregarded, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which a Responsible Officer of the Trustee actually
knows are so owned shall be so disregarded.  SECTION 2.09.TEMPORARY SECURITIES  Until definitive
Securities are ready for delivery, the Company may prepare and execute and the
Trustee shall authenticate temporary Securities.  Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. 
Every temporary Security shall be executed by the Company and
authenticated by the Trustee, and registered by the Registrar, upon the
conditions, and with like effect, as a definitive Security.  Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities in
exchange for temporary Securities.  SECTION 2.10.CANCELLATION  The Company at any time
may deliver Securities to the Trustee for cancellation.  The Registrar, Paying Agent and Conversion
Agent shall promptly forward to the Trustee any Securities surrendered to them
for registration of transfer, exchange, payment or conversion.  The Trustee shall cancel all Securities
surrendered for registration of transfer, exchange, payment, conversion or
cancellation and shall dispose of cancelled Securities in accordance with its
customary procedures for the disposition of cancelled securities and deliver a
certificate of such disposition to the Company, unless the Company directs the
Trustee to deliver cancelled Securities to the Company.  The Company may not issue new Securities to
replace Securities that it has paid or delivered to the Trustee for
cancellation or that any Securityholder has converted pursuant to
Article 11.  SECTION 2.11.DEFAULTED INTEREST  If the Company defaults
in a payment of interest on the Securities, it shall pay the defaulted interest
in any lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities are listed. 
It may pay the defaulted interest, plus any interest payable on the
defaulted interest, to the Persons who are Securityholders on a subsequent
special record date.  The Company shall
fix the record date and payment date for the payment of any defaulted
interest.  At least 15 days before
the record date, the Company shall mail to each  11 
   Securityholder and the
Trustee a notice that states the record date, payment date and amount of
interest to be paid.  SECTION 2.12.CUSIP NUMBERS  The Company in issuing
the Securities may use CUSIP numbers (if then generally in use) in addition
to other identification numbers printed on the Securities, and, if so, the
Trustee shall use CUSIP numbers in notices of redemption as a convenience to
Holders;PROVIDED
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such CUSIP numbers.  The Company will promptly notify the Trustee
of any change in the CUSIP numbers.  SECTION 2.13.ADDITIONAL TRANSFER AND EXCHANGE REQUIREMENTS  (a)TRANSFER
AND EXCHANGE OF GLOBAL SECURITIES  (1)Certificated
Securities shall be issued in exchange for interests in the Global Securities only
if (x) the Depositary notifies the Company that it is unwilling or unable
to continue as depositary for the Global Securities or if it at any time ceases
to be a clearing agency registered under the Exchange Act, if so required by
applicable law or regulation, and a successor depositary is not appointed by
the Company within 90 days, or (y) an Event of Default has occurred
and is continuing.  In either case, the
Company shall execute, and the Trustee shall, upon receipt of a Company Order
(which the Company agrees to delivery promptly), authenticate and deliver
Certificated Securities in an aggregate principal amount equal to the principal
amount of such Global Securities in exchange therefor.  Only Restricted Certificated Securities
shall be issued in exchange for beneficial interests in Restricted Global
Securities, and only Unrestricted Certificated Securities shall be issued in
exchange for beneficial interests in Unrestricted Global Securities.  Certificated Securities issued in exchange
for beneficial interests in Global Securities shall be registered in such names
and shall be in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee.  The Trustee shall
deliver or cause to be delivered such Certificated Securities to the persons in
whose names such Securities are so registered. 
Such exchange shall be effected in accordance with the Applicable
Procedures.  (2)Notwithstanding
any other provisions of this Indenture other than the provisions set forth in
Section 2.13(a)(1), a Global Security may not be transferred as a whole
except by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.  (b)TRANSFER
AND EXCHANGE OF CERTIFICATED SECURITIES. 
In the event that Certificated Securities are issued in exchange for
beneficial interests in Global  12 
   Securities in accordance with Section 2.13(a)(1)
of this Indenture, on or after such event when Certificated Securities are
presented by a Holder to a Registrar with a request:  (x)to
register the transfer of the Certificated Securities to a person who will take
delivery thereof in the form of Certificated Securities only; or  (y)to
exchange such Certificated Securities for an equal principal amount of
Certificated Securities of other authorized denominations,  such Registrar
shall register the transfer or make the exchange as requested;  PROVIDED, HOWEVER, that
the Certificated Securities presented or surrendered for register of transfer
or exchange:  (1)shall
be duly endorsed or accompanied by a written instrument of transfer in
accordance with the proviso to the first paragraph of Section 2.05(a); and  (2)in
the case of a Restricted Certificated Security, such request shall be
accompanied by the following additional information and documents, as
applicable:  (i)if
such Restricted Certificated Security is being delivered to the Registrar by a
Holder for registration in the name of such Holder, without transfer, or such
Restricted Certificated Security is being transferred to the Company or a
Subsidiary of the Company, a certification to that effect from such Holder (in
substantially the form set forth in the Transfer Certificate);  (ii)if
such Restricted Certificated Security is being transferred to a person the
Holder reasonably believes is a QIB in accordance with Rule 144A or
pursuant to an effective registration statement, a certification to that effect
from such Holder (in substantially the form set forth in the Transfer
Certificate); or  (iii)if
such Restricted Certificated Security is being transferred (i) pursuant to
an exemption from the registration requirements of the Securities Act in
accordance with Rule 144 or (ii) pursuant to an exemption from the
registration requirements of the Securities Act (other than pursuant to
Rule 144A or Rule 144) and as a result of which, in the case of a
Security transferred pursuant to this clause (ii), such Security shall
cease to be a restricted security within the meaning of Rule 144, a
certification to that effect from the Holder (in substantially the form set
forth in the Transfer Certificate) and, if the Company or such Registrar so
requests, a customary opinion of counsel, certificates and other information
reasonably acceptable to the Company and such Registrar to the effect that such
transfer is in compliance with the registration requirements of the Securities
Act.  (c)TRANSFER
OF A BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY FOR A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL SECURITY. 
Any person having a beneficial interest in a Restricted Global Security
may upon request, subject to the Applicable Procedures, transfer such
beneficial interest to a person who is  13 
   required or permitted to take delivery thereof in the
form of an Unrestricted Global Security. 
Upon receipt by the Trustee of written instructions, or such other form
of instructions as is customary for the Depositary, from the Depositary or its
nominee on behalf of any person having a beneficial interest in a Restricted
Global Security and the following additional information and documents in such
form as is customary for the Depositary from the Depositary or its nominee on
behalf of the person having such beneficial interest in the Restricted Global
Security (all of which may be submitted by facsimile or electronically):  (1)if
such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certification to that effect
from the transferor (in substantially the form set forth in the Transfer
Certificate); or  (2)if
such beneficial interest is being transferred (i) pursuant to an exemption
from the registration requirements of the Securities Act in accordance with
Rule 144 or (ii) pursuant to an exemption from the registration
requirements of the Securities Act (other than pursuant to Rule 144A or
Rule 144) and as a result of which, in the case of a Security transferred
pursuant to this clause (ii), such Security shall cease to be a
restricted security within the meaning of Rule 144, a certification to
that effect from the transferor (in substantially the form set forth in the
Transfer Certificate) and, if the Company or the Trustee so requests, a
customary opinion of counsel, certificates and other information reasonably
acceptable to the Company and the Trustee to the effect that such transfer is
in compliance with the registration requirements of the Securities Act,  the Trustee, as a
Registrar, shall reduce or cause to be reduced the aggregate principal amount
of the Restricted Global Security by the appropriate principal amount and shall
increase or cause to be increased the aggregate principal amount of the
Unrestricted Global Security by a like principal amount.  Such transfer shall otherwise be effected in
accordance with the Applicable Procedures. 
If no Unrestricted Global Security is then outstanding, the Company
shall execute and the Trustee shall, upon receipt of a Company Order (which the
Company agrees to deliver promptly), authenticate and deliver an Unrestricted
Global Security.  (d)TRANSFER
OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY FOR A BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL SECURITY. 
Any person having a beneficial interest in an Unrestricted Global Security
may upon request, subject to the Applicable Procedures, transfer such
beneficial interest to a person who is required or permitted to take delivery
thereof in the form of a Restricted Global Security (it being understood that
only QIBs may own beneficial interests in Restricted Global Securities).  Upon receipt by the Trustee of written
instructions or such other form of instructions as is customary for the
Depositary, from the Depositary or its nominee, on behalf of any person having
a beneficial interest in an Unrestricted Global Security and, in such form as
is customary for the Depositary, from the Depositary or its nominee on behalf
of the person having such beneficial interest in the Unrestricted Global
Security (all of which may be submitted by facsimile or electronically) a
certification from the transferor (in substantially the form set forth in the
Transfer Certificate) to the effect that such beneficial interest is being
transferred to a person that the transferor reasonably believes is a QIB in
accordance with Rule 144A.  The
Trustee, as a Registrar, shall reduce or cause to be reduced the aggregate
principal amount of the Unrestricted Global Security by the appropriate
principal amount and shall increase or cause to  14 
   be increased the aggregate principal amount of the
Restricted Global Security by a like principal amount.  Such transfer shall otherwise be effected in
accordance with the Applicable Procedures. 
If no Restricted Global Security is then outstanding, the Company shall
execute and the Trustee shall, upon receipt of a Company Order (which the
Company agrees to deliver promptly), authenticate and deliver a Restricted
Global Security.  (e)TRANSFERS
OF CERTIFICATED SECURITIES FOR BENEFICIAL INTEREST IN GLOBAL SECURITIES.  In the event that Certificated Securities
are issued in exchange for beneficial interests in Global Securities and,
thereafter, the events or conditions specified in Section 2.13(a)(1) which
required such exchange shall cease to exist, the Company shall mail notice to
the Trustee and to the Holders stating that Holders may exchange Certificated
Securities for interests in Global Securities by complying with the procedures
set forth in this Indenture and briefly describing such procedures and the
events or circumstances requiring that such notice be given.  Thereafter, if Certificated Securities are
presented by a Holder to a Registrar with a request:  (x)to
register the transfer of such Certificated Securities to a person who will take
delivery thereof in the form of a beneficial interest in a Global Security,
which request shall specify whether such Global Security will be a Restricted
Global Security or an Unrestricted Global Security; or  (y)to
exchange such Certificated Securities for an equal principal amount of
beneficial interests in a Global Security, which beneficial interests will be
owned by the Holder transferring such Certificated Securities (PROVIDED that in
the case of such an exchange, Restricted Certificated Securities may be
exchanged only for Restricted Global Securities and Unrestricted Certificated
Securities may be exchanged only for Unrestricted Global Securities),  the
Registrar shall register the transfer or make the exchange as requested by
canceling such Certificated Security and causing, or directing the Trustee to
cause, the aggregate principal amount of the applicable Global Security to be
increased accordingly and, if no such Global Security is then outstanding, the
Company shall issue and the Trustee shall authenticate and deliver a new Global
Security;  PROVIDED, HOWEVER, that
the Certificated Securities presented or surrendered for registration of
transfer or exchange:  (1)shall
be duly endorsed or accompanied by a written instrument of transfer in
accordance with the proviso to the first paragraph of Section 2.05(a);  (2)in
the case of a Restricted Certificated Security to be transferred for a
beneficial interest in an Unrestricted Global Security, such request shall be
accompanied by the following additional information and documents, as
applicable:  (i)if
such Restricted Certificated Security is being transferred pursuant to an
effective registration statement under the Securities Act, a certification to
that effect from such Holder (in substantially the form set forth in the
Transfer Certificate); or  15 
   (ii)if
such Restricted Certificated Security is being transferred pursuant to
(i) an exemption from the registration requirements of the Securities Act
in accordance with Rule 144 or (ii) pursuant to an exemption from the
registration requirements of the Securities Act (other than pursuant to
Rule 144A or Rule 144) and as a result of which, in the case of a
Security transferred pursuant to this clause (ii), such Security shall
cease to be a restricted security within the meaning of Rule 144, a
certification to that effect from such Holder (in substantially the form set
forth in the Transfer Certificate), and, if the Company or the Registrar so
requests, a customary opinion of counsel, certificates and other information
reasonably acceptable to the Company and the Trustee to the effect that such
transfer is in compliance with the registration requirements of the Securities
Act;  (3)in
the case of a Restricted Certificated Security to be transferred or exchanged
for a beneficial interest in a Restricted Global Security, such request shall
be accompanied by a certification from such Holder (in substantially the form
set forth in the Transfer Certificate) to the effect that such Restricted
Certificated Security is being transferred to a person the Holder reasonably
believes is a QIB (which, in the case of an exchange, shall be such Holder) in
accordance with Rule 144A;  (4)in
the case of an Unrestricted Certificated Security to be transferred or
exchanged for a beneficial interest in an Unrestricted Global Security, such
request need not be accompanied by any additional information or documents; and  (5)in
the case of an Unrestricted Certificated Security to be transferred or
exchanged for a beneficial interest in a Restricted Global Security, such
request shall be accompanied by a certification from such Holder (in
substantially the form set forth in the Transfer Certificate) to the effect that
such Unrestricted Certificated Security is being transferred to a person the
Holder reasonably believes is a QIB (which, in the case of an exchange, shall
be such Holder) in accordance with Rule 144A.  (f)LEGENDS  (1)Except
as permitted by the following paragraphs (2) and (3), each Global Security
and Certificated Security (and all Securities issued in exchange therefor or
upon registration of transfer or replacement thereof) shall bear a legend in
substantially the form called for by footnote 2 to EXHIBIT A hereto
(each, a Transfer Restricted Security for so long as it is required by this
Indenture to bear such legend).  Each
Transfer Restricted Security shall have attached thereto a certificate (a
Transfer Certificate) in substantially the form called for by footnote 5
to EXHIBIT A hereto.  (2)Upon
any sale or transfer of a Transfer Restricted Security (w) after the
expiration of the holding period applicable to sales of the Securities under
Rule 144(k) of the Securities Act, (x) pursuant to Rule 144,
(y) pursuant to an effective registration statement under the Securities
Act or (z) pursuant to any other available exemption (other than
Rule 144A) from the registration requirements of the Securities Act and as
a result  16 
   of which, in the case of
a Security transferred pursuant to this clause (z), such Security shall
cease to be a restricted security within the meaning of Rule 144:  (i)in
the case of any Restricted Certificated Security, any Registrar shall permit
the Holder thereof to exchange such Restricted Certificated Security for an
Unrestricted Certificated Security, or (under the circumstances described in
Section 2.13(e)) to transfer such Restricted Certificated Security to a
transferee who shall take such Security in the form of a beneficial interest in
an Unrestricted Global Security, and in each case shall rescind any restriction
on the transfer of such Security; PROVIDED, HOWEVER, that the Holder of such
Restricted Certificated Security shall, in connection with such exchange or
transfer, comply with the other applicable provisions of this
Section 2.13; and  (ii)in
the case of any beneficial interest in a Restricted Global Security, the
Trustee shall permit the beneficial owner thereof to transfer such beneficial
interest to a transferee who shall take such interest in the form of a
beneficial interest in an Unrestricted Global Security and shall rescind any
restriction on transfer of such beneficial interest; PROVIDED that such Unrestricted
Global Security shall continue to be subject to the provisions of
Section 2.13(a)(2); and PROVIDED, FURTHER, that the owner of such
beneficial interest shall, in connection with such transfer, comply with the
other applicable provisions of this Section 2.13.  (3)Upon
the exchange, registration of transfer or replacement of Securities not bearing
the legend described in paragraph (1) above, the Company shall execute,
and the Trustee shall authenticate and deliver Securities that do not bear such
legend and that do not have a Transfer Certificate attached thereto.  (4)After
the expiration of the holding period pursuant to Rule 144(k) of the
Securities Act, the Company may with the consent of the Holder of a Restricted
Global Security or Restricted Certificated Security, remove any restriction of
transfer on such Security, and the Company shall execute, and the Trustee shall
authenticate and deliver, Securities that do not bear such legend and that do
not have a Transfer Certificate attached thereto.  ARTICLE 3.REDEMPTION  SECTION 3.01.RIGHT TO REDEEM; NOTICE TO TRUSTEE  The Securities may be
redeemed at the election of the Company, as a whole or in part from time to
time, at any time prior to February 15, 2011 (a Provisional Redemption),
at a redemption price equal to $1,000 per $1,000 principal amount of the
Securities redeemed (such amount, together with the Make-Whole Payment
described below, the Provisional Redemption Price), on the date of redemption
(the Provisional Redemption Date) if (1) the Quoted Price of the Common
Stock has exceeded 150% of the conversion price in effect at such time for at  17 
   least 20 Trading
Days within a period of any 30 consecutive Trading Days ending on the
Trading Day prior to the date of mailing of the notice of Provisional
Redemption (the Provisional Redemption Notice Date), and (2) a shelf
registration statement covering resales of the Securities and Common Stock
issuable upon conversion thereof is effective and available for use and is
expected to remain effective and available for use for the 30 days
following the Provisional Redemption Date, unless registration is no longer
required.  Upon any such Provisional
Redemption, the Company shall make to Holders an additional payment (the
Make-Whole Payment) with respect to the Securities called for
redemption.  The Make-Whole Payment per
$1,000 principal amount of Securities redeemed shall equal $165 less any
interest actually paid on $1,000 principal amount of Securities from the date
of issuance through the Provisional Redemption Date.  The Company may make the Make-Whole Payment, at its option,
either in cash or Common Stock (or a combination of cash and Common Stock) and
shall specify the type of consideration for the Make-Whole Payment in the
redemption notice; PROVIDED, HOWEVER, that the Companys right to exercise its
election to make the Make-Whole Payment by issuing shares of Common Stock shall
be conditioned upon:  (1)the
registration of such shares of Common Stock under the Securities Act, if
required;  (2)any
qualification of such shares of Common Stock under applicable state securities
laws, if necessary, or the availability of an exemption from such
qualification;  (3)the
listing of such shares of Common Stock on any United States national securities
exchange on which the Common Stock is then listed or the quotation of such
shares of Common Stock in any inter-dealer quotation system of any registered
United States national securities association through which the Common Stock is
then traded;  (4)the
receipt by the Trustee of an Officers Certificate stating:  (i) that the terms of the issuance of
the shares of Common Stock are in conformity with the Indenture; (ii) that
the shares of Common Stock to be issued in payment of the Make-Whole Payment in
respect of Securities have been duly authorized and, when issued and delivered
pursuant to the terms of the Indenture in payment of the Make-Whole Payment in
respect of Securities, will be validly issued, fully paid, non-assessable and
free from preemptive rights; (iii) that the conditions in clauses (i)
and (ii) of this paragraph (4), and the conditions in
paragraph (1)  (3) above have been satisfied in all material
respects; and (iv) the number of shares of Common Stock to be issued with
respect to the Make-Whole Payment for each $1,000 principal amount of
Securities and the Quoted Price of a share of Common Stock on each Trading Day
during the period over which the average Quoted Price is calculated; and  (5)the
receipt by the Trustee of an Opinion of Counsel stating that:  (i) the shares of Common Stock to be
issued in payment of the Make-Whole Payment in respect of Securities have been
duly authorized, and when issued and delivered pursuant to the terms of the
Indenture in payment of the Make-Whole Payment in respect of Securities, will
be validly issued, fully paid and non-assessable and (ii) the shares of Common
Stock  18 
   to be issued upon
Provisional Redemption are not subject to any restrictions on transfer under
the Securities Act.  If the foregoing
conditions are not satisfied prior to 5:00 p.m., New York City time, on
the Business Day immediately preceding the Provisional Redemption Date, the
Company shall pay the entire Make-Whole Payment in respect of the Securities
being redeemed in cash.  Payments made in Common
Stock in accordance with this Section 3.01 will be valued at 97% of the
average of the Quoted Prices of the Common Stock for the five consecutive
Trading Days ending on the Trading Day immediately preceding the Provisional
Redemption Date.  The Company shall make
the Make-Whole Payment on all Securities called for Provisional Redemption,
including those Securities converted into Common Stock between the Provisional
Redemption Notice Date and the Provisional Redemption Date.  The Make-Whole Payment payable with respect
to any such Securities converted into Common Stock between the Provisional
Redemption Notice Date and the Provisional Redemption Date shall not be reduced
to the extent that any interest has accrued on and is unpaid as of the date on
which Securities are converted.  The Company will not
issue fractional shares of Common Stock upon payment of the Make-Whole Payment
with Common Stock.  In lieu thereof, the
Company will pay an amount in cash for the current market value of the
fractional shares.  The current market
value of a fractional share shall be determined (calculated to the nearest
1/1000th of a share) by the Company by multiplying the Quoted Price
of the Common Stock on the Trading Day immediately prior to the Provisional
Redemption Date by such fractional share and rounding the product to the
nearest whole cent.  Subject to
Section 3.03, in case of any redemption at the election of the Company of
any of the Securities, the Company shall, no later than the Provisional
Redemption Notice Date, or if less than all the Securities are to be redeemed,
no later than five days before the Provisional Redemption Date (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee in writing of
such Provisional Redemption Date.  SECTION 3.02.SELECTION OF SECURITIES TO BE REDEEMED  If less than all the
Securities are to be redeemed, the Trustee shall select the Securities to be
redeemed by lot, or in its discretion, on a pro rata basis from Securities
outstanding and not previously called for redemption (unless the Company
specifically directs the Trustee otherwise), in such manner as the Trustee
shall deem fair and appropriate.  If any
Security selected for partial redemption is converted in part before
termination of the conversion right with respect to the portion of the Security
so selected, the converted portion of such Security shall be deemed (so far as
may be) to be the portion selected for redemption.  Securities which have been converted during a selection of
Securities to be redeemed may be treated by the Trustee as outstanding for the
purpose of such selection.  The Trustee
shall make the selection (and provide the Company with written notice of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed) at least
3 days before the Provisional Redemption Notice Date.  Securities and portions of Securities the
Trustee selects for redemption shall be in amounts of $1,000 or integral
multiples of $1,000.  19 
   In the event that the
Trustee is not the Registrar, the Registrar shall provide to the Trustee such
information as the Trustee may reasonably request to implement the
selection.  Provisions of this Indenture
that apply to Securities called for redemption also apply to portions of Securities
called for redemption.  SECTION 3.03.NOTICE OF PROVISIONAL REDEMPTION.  At least 15 days but
not more than 60 days before a Provisional Redemption Date, the Company
shall mail a notice of redemption to the Trustee and each Holder whose
Securities are to be redeemed at such Holders address as shown on the register
kept by the Registrar, and to beneficial owners as required by applicable
law.  The notice shall identify the
Securities (including CUSIP numbers, if any) to be redeemed and shall state:  (1)the
Provisional Redemption Date;  (2)the
Provisional Redemption Price;  (3)the
conversion rights, if any, of the Securities and the conversion price as of the
Provisional Redemption Notice Date;  (4)the
name and address of the Paying Agent and Conversion Agent;  (5)that
Securities called for redemption may be converted at any time before the close
of business on the date that is two Trading Days immediately preceding the
Provisional Redemption Date;  (6)if
the Company elects to pay the Provisional Redemption Price in shares of Common
Stock or a combination of cash and shares of Common Stock, the method of
calculating the Quoted Price of the shares of Common Stock;  (7)that
Holders who want to convert Securities must satisfy the requirements set forth
in paragraph 8 of the Securities;  (8)that
Securities called for redemption must be surrendered to the Paying Agent in
order to collect the Provisional Redemption Price;  (9)that
interest on Securities called for redemption ceases to accrue on and after the
Provisional Redemption Date (unless funds, and if applicable, shares of Common
Stock, in the requisite amount are not paid or made available for payment on
that date), and the amount of interest accrued on the Securities called for
redemption up to but not including the Provisional Redemption Date;  (10)if
less than all of any Security is to be redeemed, the principal amount of such
Security to be redeemed;  (11)the
CUSIP number, if any, printed on the Securities being redeemed; and  20 
   (12)that
no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Securities.  If any of the Securities
to be redeemed is in the form of a Global Security, then the Company shall modify
such notice to the extent necessary to accord with the Applicable
Procedures.  Upon ten days prior notice
to the Trustee, the Company may request that the Trustee mail the notice of
redemption (prepared by the Company) in the Companys name and at its expense.  SECTION 3.04.EFFECT OF NOTICE OF REDEMPTION  Once notice of redemption
is mailed, Securities called for redemption, unless theretofore converted into
Common Stock pursuant to the terms of this Indenture, shall become due and
payable on the Provisional Redemption Date at the Provisional Redemption
Price.  Upon surrender to the Paying
Agent, such Securities shall be paid at the Provisional Redemption Price, plus
accrued interest to the Provisional Redemption Date; PROVIDED, HOWEVER, that
any regular semi-annual payment of interest becoming due on the Provisional
Redemption Date shall be payable to the Holder of any such Security as provided
in paragraph 2 of the Securities.  On and after the
Provisional Redemption Date, interest shall cease to accrue on Securities or
any portion of them called for Provisional Redemption; PROVIDED that funds in
the requisite amount are paid or made available for payment on that date.  SECTION 3.05.DEPOSIT OF PROVISIONAL REDEMPTION PRICE  No later than
11:00 a.m. on the Provisional Redemption Date, the Company shall deposit
with the Trustee or with the Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 2.03)
an amount of money (which shall be in immediately available funds on such
Provisional Redemption Date) sufficient to pay the Provisional Redemption Price
of and accrued interest on all Securities to be redeemed on that date or, if
the Company has satisfied the conditions of Section 3.01, Common Stock
sufficient to pay the Make-Whole Payment for all of the Securities (or portions
thereof) called for redemption (including those surrendered for conversion into
Common Stock after the Provisional Redemption Notice Date and prior to the
Provisional Redemption Date in respect thereof).  The Trustee or the Paying Agent shall promptly return to the
Company (or, if the Company is acting as its own Paying Agent, release from
such trust) any money deposited with the Trustee or the Paying Agent by the
Company or so segregated and held in trust for the redemption of such
Securities in excess of the amounts, including but not limited to any amounts
in respect of Securities that are converted (subject to Section 11.02),
necessary to pay the Provisional Redemption Price of, and accrued interest on,
all Securities to be redeemed; PROVIDED that, any money or Common Stock so
deposited or so segregated and held in trust for payment of the Make-Whole
Payment shall remain deposited or segregated and held in trust for payment of
the Make-Whole Payment until such time as payment shall be made on all
Securities called for Provisional Redemption (including Securities converted
into Common Stock after the Provisional Redemption Notice Date and prior to the
Provisional Redemption Date).  21 
   SECTION 3.06.SECURITIES REDEEMED IN PART  Upon surrender to the
Trustee of a Security that is redeemed in part, the Company shall execute and
the Trustee shall authenticate for the Holder a new Security equal in principal
amount to the unredeemed portion of the Security surrendered.  ARTICLE 4.REPURCHASES  SECTION 4.01.REPURCHASE UPON FUNDAMENTAL CHANGE  The Company covenants and
agrees that, in the event that there occurs a Fundamental Change (as defined in
Section 4.04(b) hereof), each Holder will have the right, at such Holders
option, to require the Company to repurchase all, or any portion that is an
integral multiple of $1,000, of such Holders Securities on the Fundamental
Change Purchase Date (as defined in Section 4.03 below) selected by the
Company as provided below at a repurchase price (the Fundamental Change
Purchase Price) which is equal to 100% of the principal amount of such
Securities plus accrued interest to the Fundamental Change Purchase Date;
PROVIDED that if the Fundamental Change Purchase Date is on or after an
interest record date but on or prior to the related interest payment date,
interest will be payable to the Holders in whose names the Securities are
registered at the close of business on the relevant record date.  SECTION 4.02.NOTICES, ETC.  Unless the Company shall
have theretofore called for Provisional Redemption all the outstanding
Securities, on or before the 30th day after the occurrence of a
Fundamental Change, the Company shall deliver to the Trustee, and the Company
shall, or, if so requested by the Company upon ten days prior written notice,
the Trustee shall, in the name of the Company and at its expense, deliver by
first-class mail to each Holder at such Holders address appearing in the
Securities Register a written notice (the Fundamental Change Company Notice)
which shall include a form of Purchase Notice and which shall state:  (1)briefly,
the nature of the Fundamental Change and the date of such Fundamental Change;  (2)the
Final Surrender Date;  (3)the
Fundamental Change Purchase Date;  (4)the
Fundamental Change Purchase Price;  (5)if
the Company elects to pay the Fundamental Change Purchase Price in shares of
Common Stock or a combination of cash and shares of Common Stock, the method of
calculating the Quoted Price of the shares of Common Stock;  (6)that
because the Quoted Price of the shares of Common Stock will be determined prior
to the Fundamental Change Purchase Date, Holders of the Securities  22 
   will bear the market risk
that the shares of Common Stock to be received will decline in value between
the date such Quoted Price is determined and the Fundamental Change Purchase
Date;  (7)the
name and address of the Paying Agent and the Conversion Agent;  (8)the
conversion rights, if any, of the Securities and the conversion price
applicable as of the date of the Fundamental Change Company Notice;  (9)if
the Security is a Certificated Security, that the Security must be surrendered
to the Paying Agent to collect payment;  (10)that
the Fundamental Change Purchase Price for any Security will be paid promptly
following the Fundamental Change Purchase Date, or if the Security is a
Certificated Security, the later of the Fundamental Change Purchase Date and
the time of surrender of such Security;  (11)the
procedures the Holder must follow to exercise its rights under
Section 4.01; and  (12)that,
unless the Company defaults in making payment of such Fundamental Change
Purchase Price, interest on Securities subject to purchase by the Company will
cease to accrue on and after the Fundamental Change Purchase Date.  The Company shall also
cause a copy of such Fundamental Change Company Notice to be published in a
newspaper of general circulation in the Borough of Manhattan, The City of New
York.  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 Securities.  If any of the Securities
is in the form of a Global Security, then the Company shall modify such notice
to the extent necessary to accord with the Applicable Procedures.  SECTION 4.03.EXERCISING FUNDAMENTAL CHANGE REPURCHASE RIGHT  (a)To
elect repurchase of any Securities or portion thereof upon a Fundamental
Change, the Holder will be required to surrender, on or before the Final
Surrender Date (as defined below), (i) in the case of Global Securities,
to the Conversion Agent by book-entry delivery, of the interest in the Security
in global form to be repurchased, or (ii) in the case of definitive
Securities, at any place where principal is payable, such Security duly
endorsed or assigned to the Company or in blank, together in each case (i) and
(ii) with a Purchase Notice.  Election
of repurchase by a Holder shall be irrevocable (unless the Company defaults in
payment of the Fundamental Change Purchase Price for the Securities on the
Fundamental Change Purchase Date) and the right to convert the Securities as to
which such Holder has made such election shall expire when such Securities are
so surrendered (unless the Company defaults in payment of the Fundamental
Change Purchase Price for the Securities on the Fundamental  23 
   Change Purchase Date and such election is
revoked).  Final Surrender Date shall
mean the date which is, subject to any contrary requirements of applicable law,
60 days after the date of mailing of the Fundamental Change Company
Notice.  Fundamental Change Purchase
Date shall mean the date selected by the Company for the repurchase of the
Securities that is not less than 10 and not more than 30 days after the
Final Surrender Date.  (b)In
the event a repurchase right shall be exercised in accordance with the terms
hereof, on the Fundamental Change Purchase Date, the Company shall accept for
payment all Securities or portions thereof properly tendered pursuant to the
Fundamental Change Company Notice and deposit with or pay or cause to be paid
to the Trustee the Fundamental Change Purchase Price, in cash or shares of
Common Stock, as provided below, for payment by the Trustee to the Holder on
the Fundamental Change Purchase Date; PROVIDED, HOWEVER, that installments of
interest that mature on or prior to the Fundamental Change Purchase Date shall
be payable in cash to the Holders of such Securities, registered as such at the
close of business on the relevant record date specified in the Securities
according to the terms and provisions of Article 2.  (c)If
any Security surrendered for repurchase shall not be so paid on the Fundamental
Change Purchase Date, the principal amount shall, until the Fundamental Change
Purchase Price (as calculated at the date of payment) is paid, continue to bear
interest from the Fundamental Change Purchase Date at the rate borne by the
Security and each such Security shall continue to remain convertible into
Common Stock until said Fundamental Change Purchase Price shall have been paid
to the Holder or duly provided for by deposit with the Paying Agent in
immediately available funds without restriction.  (d)Any
Security which 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
deliver to the Holder without service charge, a new Security or Securities, in
an authorized denomination in aggregate principal amount equal to and in
exchange for the unpurchased portion of the principal of the Security so
surrendered; PROVIDED that each such new Security shall be in a principal
amount of U.S. $1,000 or an integral multiple thereof.  (e)Prior
to 11:00 a.m. (local time in the City of New York) on the Business
Day preceding the Purchase Date, the Company shall deposit with the Trustee or
with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of
either of them is acting as the Paying Agent, shall segregate and hold in trust
as provided in Section 2.03(c)) an amount of money or Common Stock (in
immediately available funds if deposited on such Business Day) sufficient to
pay the aggregate Fundamental Change Purchase Price of, together with all
accrued interest to, but not including, the Fundamental Change Purchase Date
on, all the Securities or portions thereof which are to be purchased as of the
Fundamental Change Purchase Date.  (f)If
the Paying Agent has received consideration sufficient to pay the Fundamental
Change Purchase Price as described in Section 4.03(e), then on the
Fundamental Change Purchase Date any surrendered Security will cease to be
outstanding and interest on such  24 
   Security will cease to accrue.  After the Security ceases to be outstanding,
all rights of the Holder shall terminate other than the right to receive the
Fundamental Change Purchase Price (together with accrued interest up to but not
including the Fundamental Change Purchase Date) upon delivery of the Security.  (g)The
Company shall pay the Fundamental Change Purchase Price, at its option, either
in cash or Common Stock (or a combination of cash and Common Stock) and shall
specify the type of consideration for the Fundamental Change Purchase Price in
the Fundamental Change Company Notice; PROVIDED, HOWEVER, that the Companys
right to exercise its election to repurchase Securities through the issuance of
shares of Common Stock shall be conditioned upon:  (1)the
registration of such shares of Common Stock under the Securities Act, if
required;  (2)any
qualification of such shares of Common Stock under the applicable state
securities laws, if necessary, or the availability of an exemption from such
qualification;  (3)the
listing of such shares of Common Stock on any United States national securities
exchange on which the Common Stock is then listed or the quotation of such
shares of Common Stock in any inter-dealer quotation system of any registered
United States national securities association through which the Common Stock is
then traded;  (4)the
receipt by the Trustee of an Officers Certificate stating: (i) that the terms
of the issuance of the shares of Common Stock are in conformity with the
Indenture; (ii) that the shares of Common Stock to be issued in payment of the
Fundamental Change Purchase Price in respect of the Securities have been duly
authorized and, when issued and delivered pursuant to the terms of the
Indenture in payment of the Fundamental Change Purchase Price in respect of
Securities, will be validly issued, fully paid, non-assessable and free from
preemptive rights; (iii) that the conditions in clauses (i) and (ii) of this
paragraph (4) and the conditions in paragraphs (1)  (3) above have been
satisfied in all material respects; and (iv) the number of shares of Common
Stock to be issued for each $1,000 principal amount of Securities and the
Quoted Price of a share of Common Stock on each Trading Day during the period
over which the average Quoted Price is calculated; and  (5)the
receipt by the Trustee of an Opinion of Counsel stating that: (i) the shares of
Common Stock to be issued in payment of the Fundamental Change Purchase Price
in respect of Securities have been duly authorized, and when issued and
delivered pursuant to the terms of the Indenture in payment of the Fundamental
Change Purchase Price in respect of Securities, will be validly issued, fully
paid and non-assessable and (ii) the shares of Common Stock to be issued upon
payment of the Fundamental Change Purchase Price are not subject to any
restrictions on transfer under the Securities Act.  If the foregoing
conditions are not satisfied prior to 5:00 p.m., New York City time, on the
Business Day immediately preceding the Fundamental Change Purchase Date, the
Company  25 
   shall pay the entire
Fundamental Change Purchase Price in respect of the Securities being
repurchased in cash.  Payments made in Common
Stock in accordance with this Section 4.03(g) will be valued at 97% of the
average of the Quoted Prices of the Common Stock for the five consecutive
Trading Days ending on the Trading Day immediately preceding the Fundamental
Change Purchase Date.  The Company will not
issue fractional shares of Common Stock upon payment of the Fundamental Change
Purchase Price with Common Stock.  In
lieu thereof, the Company will pay an amount in cash for the current market
value of the fractional shares.  The
current market value of a fractional share shall be determined (calculated to
the nearest 1/1000th of a share) by the Company by multiplying the
Quoted Price of the Common Stock on the Trading Day immediately prior to the
Fundamental Change Purchase Date by such fractional share and rounding the
product to the nearest whole cent.  (h)There
shall be no purchase of any Securities pursuant to this Section 4.03 if
there has occurred (prior to, on or after, as the case may be, the giving, by
the Holders of such Securities, of the required Purchase Notice) and is
continuing an Event of Default (other than a default in the payment of the Fundamental
Change Purchase Price with respect to such Securities).  The Paying Agent will promptly return to the
respective Holders thereof any Securities (x) with respect to which a
Purchase Notice has been withdrawn in compliance with this Indenture, or
(y) held by it during the continuance of an Event of Default (other than a
default in the payment of the Purchase Price with respect to such Securities)
in which case, upon such return, the Purchase Notice with respect thereto shall
be deemed to have been withdrawn.  (i)The
Company shall purchase from the Holder thereof, if surrendered pursuant to this
Section 4.03, a portion of a Security if the principal amount of such
portion is $1,000 or an integral multiple of $1,000.  Provisions of this Indenture that apply to the purchase of all of
a Security also apply to the purchase of such portion of such Security.  (j)Any
purchase by the Company contemplated pursuant to the provisions of this
Section 4.03 shall be consummated by the delivery of the consideration to
be received by the Holder promptly following the later of the Fundamental
Change Purchase Date and the time of delivery of the Security.  (k)Any
issuance of shares of Common Stock in respect of the Fundamental Change
Purchase Price shall be deemed to have been effected immediately prior to the
close of business on the Fundamental Change Purchase Date and the Person and
Persons in whose name or names any certificate or certificates for shares of
Common Stock shall be issuable upon such purchase shall be deemed to have
become on the Fundamental Change Purchase Date the holder or holders of record
of the shares represented thereby; PROVIDED, HOWEVER, that any surrender for
purchase on a date when the stock transfer books of the Company are closed
shall be effective to constitute the Person or Persons in whose name or names
the certificate or certificates for such shares are to be issued as the record
holder or holders thereof for all purposes at the opening of business on the
next succeeding day on which such stock transfer books are open.  No payment or adjustment shall be made for
dividends or distributions on any  26 
   Common Stock issued upon purchase of any Security
declared prior to the Fundamental Change Purchase Date.  SECTION 4.04.CERTAIN DEFINITIONS  For purposes of this
Article:  (a)The
term Capital Stock shall mean capital stock of the Company that does not rank
prior, as to the payment of dividends or as to the distribution of assets upon
any voluntary or involuntary liquidation, dissolution or winding-up of the
Company, to shares of capital stock of any other class of the Company;  (b)The
term Fundamental Change shall mean any of the following:  (1)a
person or group (within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the Exchange Act)), becoming the
beneficial owner (as defined in Rule l3d-3 under the Exchange Act) of
Voting Shares (as defined below) of the Company entitled to exercise more than
50% (or, in case such person is a Principal or a Related Party, 100%), of the
total voting power of all outstanding Voting Shares of the Company (including
any right to acquire Voting Shares that are not then outstanding of which such
person or group is deemed the beneficial owner); or  (2)a
change in the Board of Directors in which the individuals who constituted the
Board of Directors at the beginning of the two-year period immediately
preceding such change (together with any other director whose election by the
Board of Directors or whose nomination for election by the stockholders of the
Company was approved by a vote of at least two-thirds of the directors then in
office who either were directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the directors then in office or designated
or nominated by a Principal or a Related Party; or  (3)any
consolidation of the Company with, or merger of the Company into, any other
Person, any merger of another Person into the Company, or any sale or transfer
of all or substantially all of the assets of the Company to another Person
(other than (i) a stock-for-stock merger, (ii) a merger that does not
result in any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock, (iii) a merger that is effected solely
to change the jurisdiction of incorporation of the Company, (iv) any
consolidation with or merger of the Company into a wholly owned subsidiary, or
any sale or transfer by the Company of all or substantially all of its assets
to one or more of its wholly owned subsidiaries, in any one transaction or a
series of transactions, or (v) any transaction in which the Principals and/or Related
Parties have, directly or indirectly, 50% or more of the total voting power of
all shares of capital stock of the continuing or surviving corporation or
entity to which such assets are sold or transferred, entitled to vote generally
in elections of directors of the continuing or surviving corporation
immediately after the transaction, PROVIDED, in any such case (i)-(v),
that the resulting  27 
   corporation or each such
subsidiary assumes or guarantees the Companys obligations under the
Securities);  PROVIDED, HOWEVER, that a
Fundamental Change shall not occur with respect to any such transaction in
paragraphs (1), (2) or (3) above if either (x) the last sale price of the
Common Stock for any five Trading Days during the ten Trading Days immediately
preceding the later of the public announcement by the Company of such
transaction or the occurrence of such Fundamental Change is at least equal to
105% of the conversion price in effect on such Trading Day or (y) the
consideration in such transaction to the holders of Common Stock consists of
cash, securities that are, or immediately upon issuance will be, listed on a
national securities exchange or quoted on The Nasdaq National Market, or a
combination of cash and such securities, and the aggregate fair market value of
such consideration (which, in the case of such securities, shall be equal to
the average of the last sale prices of such securities during the ten
consecutive Trading Days commencing with the sixth Trading Day following
consummation of the transaction) is at least 105% of the conversion price in
effect on the date immediately preceding the closing date of such transaction;  (c)The
term Person shall include any syndicate or group which would be deemed to be
a person under Section 13(d)(3) of the Exchange Act as in effect on the
date of the original execution of this Indenture; and  (d)The
term Principal means each of Forstmann Little & Co. Equity
Partnership  VI, L.P., Forstmann Little & Co. Equity
Partnership  VII, L.P., Forstmann Little & Co. Subordinated Debt
and Equity Management Buyout Partnership  VII, L.P. and Forstmann
Little & Co. Subordinated Debt and Equity Management Buyout
Partnership  VIII, L.P. and any of their respective affiliates, and each
Officer of the Company as of the date of this Indenture.  (e)The
term Related Party means (i) any controlling stockholder, 80% or more owned
subsidiary, or immediate family member (in the case of an individual) of any
Principal, or (ii) any trust, corporation, partnership or other entity, the
Persons holding an 80% or more interest of which consist of any one or more
Principals and/or such other Persons referred to in (ii) above.  (f)The
term Voting Shares shall mean all outstanding shares of any class or series
(however designated) of Capital Stock entitled to vote generally in the
election of members of the Board of Directors.  ARTICLE 5.COVENANTS  SECTION 5.01.PAYMENT OF SECURITIES  The Company shall pay the
principal of and premium, if any, and interest on, and the Fundamental Change
Purchase Price, if any, of the Securities on the dates and in the manner
provided in the Securities and this Indenture. 
Principal, premium, if any, and Fundamental  28 
   Change Purchase Price, if
any, and interest shall be considered paid on the date due if the Paying Agent
(other than the Company) holds on that date money sufficient to pay all
principal, premium, if any, and interest then due and that is immediately
available on such date for payment to the Holders and that is not subject to
restriction including, but not limited to, the restrictions set forth in
Article 12 hereof.  The Company shall pay
interest on overdue principal and premium, if any, at the rate per annum borne
by the Securities; it shall pay interest on overdue installments of interest at
the same rate per annum to the extent lawful.  SECTION 5.02.MAINTENANCE OF OFFICES OR AGENCIES  The Company will maintain
in the Borough of Manhattan, The City of New York, an office or agency where
the Securities may be surrendered for registration of transfer or exchange or
for presentation for payment or for conversion, redemption or repurchase and
where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served. The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency not designated or appointed by the Trustee. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office or the office or agency of the Trustee in the Borough of Manhattan, The
City of New York.  The Company may at any
time and from time to time vary or terminate the appointment of any such agent
or appoint any additional agents for any or all of such purposes; PROVIDED, HOWEVER,
that until all of the Securities have been delivered to the Trustee for
cancellation, or moneys sufficient to pay the principal of, premium, if any,
and interest on the Securities have been made available for payment and either
paid or returned to the Company pursuant to the provisions of
Section 5.02, the Company will maintain in the Borough of Manhattan, The
City of New York, an office or agency where Securities may be presented or
surrendered for payment and conversion, which shall initially be the Corporate
Trust Office of the Trustee, where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Company will give prompt written notice to the Trustee, and notice to the
Holders in accordance with Section 13.02, of the appointment or
termination of any such agents and of the location and any change in the
location of any such office or agency.  The Company hereby initially
designates the Trustee as Paying Agent, Security Registrar and Conversion
Agent, and the Corporate Trust Office of the Trustee as one such office or
agency of the Company for each of the aforesaid purposes.  SECTION 5.03.COMMISSION REPORTS  The Company shall comply
with the provisions of TIA Section 314(a).  29 
   SECTION 5.04.COMPLIANCE CERTIFICATE  The Company shall deliver
to the Trustee within 120 days after the end of each fiscal year of the
Company a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
the Companys compliance with all conditions and covenants under this
Indenture, specifying any known Events of Default.  For purposes of this Section 5.04, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture.  The
first certificate pursuant to this Section shall be for the year ending on
December 31, 2004.  SECTION 5.05.CORPORATE EXISTENCE  Subject to
Article 6, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, rights
(charter and statutory), licenses and franchises; PROVIDED, HOWEVER, that the
Company shall not be required to preserve any such right, license or franchise
if the Board of Directors 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 Holders.  SECTION 5.06.NOTICE OF DEFAULTS  In the event that the
Company becomes aware of an Event of Default described in Section 7.01,
the Company will promptly give written notice to the Trustee of such
occurrence, or of the occurrence of an event which, with the giving of notice
or the passage of time, or both, would entitle the holder or holders of such
indebtedness to declare such indebtedness due and payable before its
maturity.  Such notice shall set forth
the details of such Event of Default or default and the action which the
Company proposes to take with respect thereto.  SECTION 5.07.FURTHER INSTRUMENTS AND ACTS  Upon request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.  SECTION 5.08.RESALE OF CERTAIN SECURITIES  During the period
beginning on the last date of original issuance of the Securities and ending on
the date that is two years from such date, the Company will not, and will use
its best efforts not to permit any of its affiliates (as defined under
Rule 144 under the Securities Act or any successor provision thereto) to,
resell (x) any Securities which constitute restricted securities under
Rule 144 or (y) any securities into which the Securities have been
converted under this Indenture which constitute restricted securities under
Rule 144, that in either case have been reacquired by any of them.  The Trustee shall have no responsibility in
respect of the Companys performance of its agreement in the preceding
sentence.  30 
   SECTION 5.09.REGISTRATION RIGHTS  The Company agrees that
the Holders from time to time of Registrable Securities (as defined below) are
entitled to the benefits of the Registration Rights Agreement relating to the
Securities and the shares of Common Stock issuable upon conversion of the
Securities (the Registration Rights Agreement).  Under certain conditions
set forth in the Registration Rights Agreement, additional interest
(Liquidated Damages) may accrue on the Securities.  Whenever in this Indenture there is mentioned, in any context,
the payment of the principal of, premium, if any, or interest on, or in respect
of, any Security, such mention shall be deemed to include mention of the
payment of Liquidated Damages provided for in this Section to the extent that,
in such context, Liquidated Damages are, were or would be payable in respect
thereof pursuant to the provisions of this Section and express mention of
the payment of Liquidated Damages (if applicable) in any provisions hereof
shall not be construed as excluding Liquidated Damages in those provisions
hereof where such express mention is not made.  Registrable Securities
means all or any portion of the Securities issued from time to time under this
Indenture in registered form and the shares of Common Stock issuable upon
conversion of such Securities; PROVIDED, HOWEVER, that a security ceases to be
a Registrable Security when it is no longer a Transfer Restricted Security.  If a Security, or the
shares of Common Stock issuable upon conversion of a Security, is a Registrable
Security, and the Holder thereof elects to sell such Registrable Security
pursuant to the Shelf Registration Statement then, by its acceptance thereof,
the Holder of such Registrable Security will have agreed to be bound by the
terms of the Registration Rights Agreement relating to the Registrable
Securities which are the subject of such election.  For purposes of the
Registration Rights Agreement, the term Holder means any Person that is the
record owner of the Registrable Securities (and includes any Person that has a
beneficial interest in any Registrable Security that is a Global Security).  If Liquidated Damages are
payable under the Registration Rights Agreement, the Company shall deliver to
the Trustee no later than 15 days prior to the proposed payment date for the
Liquidated Damages a certificate to that effect stating (i) the amount of
Liquidated Damages that is payable and (ii) the date on which Liquidated
Damages are payable.  Unless and until a
Responsible Officer of the Trustee receives at the Corporate Trust Office such
a certificate, the Trustee may assume without inquiry that no Liquidated
Damages are payable.  If Liquidated
Damages have been paid by the Company directly to the persons entitled to them,
the Company shall deliver to the Trustee a certificate setting forth the
particulars of such payment.  SECTION 5.10.DELIVERY OF CERTAIN INFORMATION  At any time when the
Company is not subject to Section 13 or 15(d) of the Exchange Act, upon
the request of a Holder of a Restricted Security or the holder of shares of
Common Stock issued upon conversion thereof, the Company will promptly furnish
or cause to be furnished Rule 144A Information (as defined below) to such
Holder of Restricted Securities or such holder of shares of Common Stock issued
upon conversion of Restricted Securities, or to a prospective  31 
   purchaser of any such
security designated by any such Holder or holder, as the case may be, to the
extent required to permit compliance by such Holder or holder with Rule 144A
(or any successor provision thereto) in connection with the resale of any such
security; PROVIDED, HOWEVER, that the Company shall not be required to furnish
such information in connection with any request made on or after the date that
is two years from the later of (i) the date such a security (or any such
predecessor security) was last acquired from the Company or (ii) the date such
a security (or any such predecessor security) was last acquired from an
affiliate of the Company within the meaning of Rule 144 (or any successor
provision thereto). Rule 144A Information shall be such information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act (or any
successor provision thereto).  SECTION 5.11.PAYMENT OF TAXES AND OTHER CLAIMS  The Company shall pay,
and shall cause each of its Subsidiaries to pay, prior to delinquency, all
material taxes, assessments and governmental charges levied or imposed upon the
Company or any Subsidiary, and, subject to Section 11.04, all stamp 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,
exchange (as a result of the registration of any Securities under the
Registration Rights Agreement) or conversion of any Securities or with respect
to this Indenture except such as are contested in good faith and by appropriate
proceedings or where the failure to effect such payment is not adverse in any
material respect to the Holders.  SECTION 5.12.REGISTRATION AND LISTING  The Company will effect
all registrations with, and obtain all approvals by, all governmental
authorities that may be necessary under any United States Federal or state law
(including the Securities Act, the Exchange Act and state securities and Blue
Sky laws) before the shares of Common Stock issuable upon conversion of
Securities are issued and delivered, and qualified or listed as contemplated
under the Registration Rights Agreement.  Nothing in this
Section will limit the application of Section 5.09.  ARTICLE 6.SUCCESSORS  SECTION 6.01.WHEN COMPANY MAY MERGE, ETC.  The Company shall not
consolidate or merge with or into, or sell, lease, convey or otherwise dispose
of all or substantially all of its assets to, any Person unless:  (1)the
Company is the surviving person or that Person is a corporation organized under
the laws of the United States, any state thereof or the District of Columbia;  (2)that
Person assumes by supplemental indenture executed and delivered to the Trustee,
in form satisfactory to the Trustee, all the obligations of the Company under
the Securities and this Indenture, except that it need not assume the
obligations of the Company as to  32 
   conversion of Securities if pursuant to
Section 11.17 the Company or another Person enters into a supplemental
indenture obligating it to deliver securities, cash or other assets upon
conversion of Securities;  (3)immediately
after giving effect to such transaction, no Event of Default shall have
occurred and be continuing; and  (4)the
Company has delivered to the Trustee an Officers Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, transfer or lease and such
supplemental indenture comply with this Article and that all conditions
precedent herein provided for related to such transaction have been complied
with.  The surviving, transferee
or lessee corporation shall be the successor Company, but the predecessor
Company in the case of a transfer or lease shall not be released from the
obligation to pay the principal amount or Fundamental Change Purchase Price of
and premium, if any, and interest on the Securities.  SECTION 6.02.SUCCESSOR SUBSTITUTED  Upon any consolidation of
the Company with, or merger of the Company into any other Person or any
conveyance, transfer or lease of all or substantially all the properties and
assets of the Company in accordance with Section 6.01, the successor
Person formed by such consolidation or into or with which the Company is merged
or to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.  ARTICLE 7.DEFAULTS AND REMEDIES  SECTION 7.01.EVENTS OF DEFAULT  An Event of Default
occurs if:  (1)the
Company defaults in the payment of interest on any Security when the same
becomes due and payable and the Default continues uncured for a period of
30 days, whether or not such payment is prohibited or restricted by the
provisions of Article 12;  (2)the
Company defaults in the payment of (A) principal of or premium, if any, on
any Security when the same becomes due and payable, whether at maturity, upon
redemption or otherwise, or (B) the Fundamental Change Purchase Price in
respect of any Security when due, in either case whether or not such payment is
prohibited or restricted by the provisions of Article 12;  33 
   (3)the
Company defaults in the performance of any other covenants or agreements in
this Indenture and such default continues for the period and after the notice
specified below;  (4)the
Company defaults in the payment when due, including any applicable grace
period, in respect of indebtedness for borrowed money of the Company, which
payment is in an amount in excess of $20,000,000, or the Company defaults with
respect to any indebtedness for borrowed money of the Company, which default
results in acceleration of any such indebtedness which is in an amount of in
excess of $20,000,000;  (5)the
Company pursuant to or within the meaning of any Bankruptcy Law (as defined
below):  (A)commences
a voluntary case;  (B)consents
to the entry of an order for relief against it in an involuntary case;  (C)consents
to the appointment of a Custodian (as defined below) of it or for all or
substantially all of its property; or  (D)makes
a general assignment for the benefit of its creditors; or  (6)a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:  (A)is
for relief against the Company in an involuntary case;  (B)appoints
a Custodian of the Company or for all or substantially all of its
property, and the order or decree remains unstayed and in effect for
90 consecutive days; or  (C)orders
the liquidation of the Company, and the order or decree remains unstayed and in
effect for 90 consecutive days.  The term Bankruptcy Law
means Title 11, U.S. Code or any similar federal or state law for the
relief of debtors.  The term Custodian
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.  A Default under
clause (3) above is not an Event of Default until the Trustee or, subject
to Section 2.08, the Holders of at least 25% in aggregate principal amount
of the Securities notify the Company in writing of the Default and the Company
does not cure the Default within 60 days after receipt of the notice.  The notice must specify the Default, demand
that it be remedied and state that the notice is a Notice of Default.  When a Default is cured, it ceases to exist.  SECTION 7.02.ACCELERATION  If any Event of Default
described in Section 7.01(1) through (4) occurs and is continuing, the
Trustee, by written notice to the Company, or, subject to Section 2.08,
the Holders of at least  34 
   25% in aggregate
principal amount of the outstanding Securities, by written notice to the
Company and the Trustee, may declare the principal of and accrued interest on
all Securities to be due and payable. 
Upon such declaration such principal and interest shall be due and
payable immediately.  If any Event of
Default described in Section 7.01(5) or (6) occurs the principal of and
accrued interest on all Securities shall automatically become due and payable,
without any action required of the Trustee or the Holders.  The Holders of a majority in principal
amount of the Securities by notice to the Trustee may rescind an acceleration
and its consequences if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely
because of the acceleration, if the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction, and if all payments
(including fees and expenses) due to the Trustee have been paid.  SECTION 7.03.OTHER REMEDIES  If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy to
collect the payment of principal or the Fundamental Change Purchase Price of or
premium, if any, or interest on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.  The Trustee may maintain
a proceeding even if the Trustee does not possess any of the Securities or does
not produce any of them in the proceeding. 
A delay or omission by the Trustee or any Securityholder in exercising
any right or remedy accruing upon an Event of Default shall not impair the
right or remedy or constitute a waiver of or acquiescence in the Event of
Default.  To the extent permitted by
law, no remedy is exclusive of any other remedy and all remedies are
cumulative.  SECTION 7.04.WAIVER OF PAST DEFAULTS  Subject to
Section 2.08, the Holders of a majority in aggregate principal amount of
the Securities by written notice to the Trustee may waive an existing Default
and its consequences except a Default in the payment of the principal of or
premium, if any, or interest on any Security or a Default under Article 11.  When a Default is waived, it is cured and
ceases to exist.  This Section 7.04
shall be in lieu of TIA Section 316(a)(1)(B), and TIA
Section 316(a)(1)(B) is hereby expressly excluded from this Indenture and
Section, as permitted by the TIA.  SECTION 7.05.CONTROL BY MAJORITY  Subject to
Section 2.08, the Holders of a majority in aggregate principal amount of
the Securities may 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 it.  However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture, is unduly prejudicial to the rights of another Securityholder, or
would expose the Trustee to liability or expense for which it has not been
offered reasonably satisfactory indemnity. 
This Section 7.05 shall be in lieu of TIA
Section 316(a)(1)(A), and TIA Section 316(a)(1)(A) is hereby
expressly excluded from this Indenture and Section, as permitted by the TIA.  35 
   SECTION 7.06.LIMITATION ON SUITS  A Securityholder may
pursue any remedy with respect to this Indenture or the Securities only if:  (1)the
Holder gives to the Trustee written notice of a continuing Event of Default;  (2)the
Holders of at least 25% in principal amount of the Securities make a written
request to the Trustee to pursue the remedy;  (3)such
Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee
against any loss, liability or expense to be, or which may be, incurred by the
Trustee in pursuing the remedy;  (4)the
Trustee does not comply with the request within 60 days after receipt of
the request and the offer of indemnity; and  (5)during
such 60-day period the Holders of a majority in principal amount of the
Securities do not give the Trustee a direction inconsistent with the request.  A Securityholder may not
use this Indenture to prejudice the rights of another Securityholder or to
obtain a preference or priority over another Securityholder.  SECTION 7.07.RIGHTS OF HOLDERS TO RECEIVE PAYMENT  Notwithstanding any other
provision of this Indenture, the right of any Holder to receive payment of the
principal of and premium, if any, and interest on the Security on or after the
respective due dates expressed in the Security, and to convert such Security in
accordance with Article 11, or to bring suit for the enforcement of any
such payment on or after such respective due dates and such right to convert,
is absolute and unconditional and shall not be impaired or affected without the
consent of the Holder.  SECTION 7.08.COLLECTION SUIT BY TRUSTEE  If an Event of Default
specified in Section 7.01(1) or (2) occurs and is continuing, the Trustee
may recover judgment in its own name and as Trustee of an express trust against
the Company for the whole amount of principal, premium, if any, Fundamental
Change Purchase Price, if any, and interest remaining unpaid together with
interest on overdue principal and premium, if any, and on the principal amount
of any Security for which the Fundamental Change Purchase Price is overdue,
and, to the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate per annum set forth in the
title of the Securities.  SECTION 7.09.TRUSTEE MAY FILE PROOFS OF CLAIM  The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and the Securityholders allowed in
any judicial proceeding relative to the Company, its creditors or its property.  36 
   Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Securityholder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights
of any holder thereof, or to authorize the Trustee to vote in respect of the
claim of any Securityholder in any such proceedings.  SECTION 7.10.PRIORITIES  If the Trustee collects
any money or property pursuant to this Article 7, it shall pay out the
money or property in the following order:  First: 
to the Trustee for amounts due under Section 8.07 or any other
provision of this Indenture;  Second: 
to holders of Senior Indebtedness to the extent required by
Article 12;  Third: 
to Securityholders for amounts due and unpaid on the Securities for
principal, premium, if any, Fundamental Change Purchase Price, if any, and
interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Securities for principal, premium, if any,
Fundamental Change Purchase Price, if any, and interest, respectively; and  Fourth: 
to the Company.  The Trustee may fix a
record date and payment date for any payment to Securityholders pursuant to
this Section 7.10.  SECTION 7.11.UNDERTAKING FOR COSTS  In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys fees, against any
party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant.  This Section does not apply to a suit by the Trustee, a suit
by a Holder pursuant to Section 7.07, or a suit by a Holder or Holders of
more than 10% in aggregate principal amount of the Securities then outstanding.  ARTICLE 8. TRUSTEE  SECTION 8.01.DUTIES OF TRUSTEE  (a)If
to the knowledge of the Trustee an Event of Default has occurred and is
continuing, 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.  37 
   (b)Except
during the continuance of an Event of Default:  (1)the
Trustee need perform only those duties that are specifically set forth in this
Indenture and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and  (2)in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture. 
However, the Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture,
but need not verify the accuracy of the contents thereof.  (c)The
Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:  (1)this
paragraph does not limit the effect of paragraph (b) of this Section;  (2)the
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts;  (3)the
Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to
Section 7.05; and  (4)no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.  (d)Every
provision of this Indenture that in any way relates to the Trustee is subject
to paragraphs (a), (b) and (c) of this Section.  (e)The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree with the Company. 
Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law and need not be invested except as
agreed to by the Trustee.  SECTION 8.02.RIGHTS OF TRUSTEE  Subject to
Section 8.01:  (a)the
Trustee may conclusively rely on any document believed by it to be genuine and
to have been signed or presented by the proper person.  The Trustee need not investigate any fact or
matter stated in the document;  38 
   (b)before
the Trustee acts or refrains from acting, it may require an Officers
Certificate or an Opinion of Counsel. 
The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on such Officers Certificate or Opinion of Counsel;  (c)the
Trustee may act through agents and shall not be responsible for the misconduct
or negligence of any agent appointed with due care;  (d)the
Trustee shall not be liable for any action it takes or omits to take in good faith
which it believes to be authorized or within its rights or powers;  (e)the
Trustee may consult with counsel of its selection, and the advice or opinion of
such counsel shall be full and complete authorization and protection in respect
of any action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel;  (f)the
Trustee shall not be required to give any bond or surety in respect of the
execution of its trusts and powers or in respect of this Indenture;  (g)the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the
Holders pursuant to this Indenture, unless such Holders shall have offered to
the Trustee (if requested by the Trustee) security or indemnity satisfactory to
it against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;  (h)the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney at the
sole cost of the Company and shall incur no liability or additional liability
of any kind by reason of such inquiry or investigation;  (i)the
Trustee shall not be deemed to have knowledge of any Default or Event of
Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default
is received by the Trustee at the Corporate Trust Office of the Trustee, and
such notice references the Securities and this Indenture;  (j)the
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder,
and each agent, custodian and other Person employed to act hereunder; and  (k)the
Trustee may request that the Company deliver an Officers Certificate setting
forth the names of individuals and/or titles of officers authorized at such
time to take specified actions pursuant to this Indenture, which Officers
Certificate may be signed by any person  39 
   authorized to sign an Officers Certificate, including
any person specified as so authorized in any such certificate previously
delivered and not superseded.  SECTION 8.03.INDIVIDUAL RIGHTS OF TRUSTEE  The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or an Affiliate of the Company with the
same rights the Trustee would have if it were not Trustee.  Any Agent may do the same with like rights.  SECTION 8.04.TRUSTEES DISCLAIMER  The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities, shall not be accountable for the Companys use of the proceeds from
the sale of the Securities or the use or application of any money received by
any Paying Agent other than the Trustee, and shall not be responsible for any
statement in the Securities other than the Trustees certificate of
authentication.  SECTION 8.05.NOTICE OF DEFAULTS  If a Default occurs and
is continuing and if it is known to the Trustee, the Trustee shall mail to each
Securityholder, at the name and address which appear in the Securities
Register, a notice of the Default within 90 days after the Default
occurs.  Except in the case of a Default
in payment of the principal of or premium, if any, or interest on any Security,
the Trustee may withhold the notice if and so long as its board of directors,
the executive committee, or a trust committee of its directors and/or
responsible officers in good faith determines that withholding the notice is in
the interests of Securityholders.  The
Trustee shall not be deemed to have notice of any Default or Event of Default
other than as described in clauses (1) or (2) of Section 7.01 unless
it shall have received written notice thereof from the Company or any
Securityholder, or a Responsible Officer has actual knowledge thereof.  The foregoing sentence of this
Section 8.05 shall be in lieu of the proviso to TIA Section 315(b),
and such proviso to TIA Section 315(b) is hereby expressly excluded from
this Indenture and Section, as permitted by the TIA.  SECTION 8.06.REPORTS BY TRUSTEE TO HOLDERS  If required by TIA
Section 313(a), within 60 days after each May 15 beginning with the
May 15 following the date of this Indenture, the Trustee shall mail to
each Securityholder a report dated as of such May 15 that complies with
TIA Section 313(a).  The Trustee
also shall comply with TIA Section 313(b), (c) and (d).  A copy of each such
report at the time of its mailing to Securityholders shall also be mailed to
the Company and shall be filed with the SEC and each stock exchange, if any, on
which the Securities are listed.  The Company shall
promptly notify the Trustee in writing if the Securities become listed on any
stock exchange or of any delisting thereof.  40 
   SECTION 8.07.COMPENSATION AND INDEMNITY  The Company shall from
time to time pay to the Trustee such compensation for its services as the
Company and the Trustee shall from time to time agree in writing.  The Trustees compensation shall not be
limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee,
within 45 days after receiving request therefor, for all reasonable
out-of-pocket disbursements, fees and expenses incurred by the Trustee in
connection with the performance of its duties under this Indenture, including
without limitation those incurred in connection with the enforcement of any
remedy hereunder or the interpretation of any provision hereunder.  Such expenses may include the reasonable
compensation and out-of-pocket expenses of the Trustees agents and
counsel.  All rights, protections and
benefits of the Trustee shall extend to the Trustee acting as Conversion Agent,
Paying Agent, Registrar or other Agent with respect hereto.  The Company shall indemnify
the Trustee or any predecessor Trustee and their agents for, and hold them
harmless against, any loss, damage, claim, expense or liability,  including taxes (other than taxes based
upon, measured by or determined by the income of the Trustee) incurred by it in
connection with this Indenture, including the costs and expenses of defending
itself against any claim (whether asserted by the Company, or any Holder or any
other Person) or liability in connection with the exercise or performance of
any of its powers or duties hereunder, or in connection with enforcing the
provisions of this Section, except to the extent that such loss, damage, claim,
liability or expense is due to its own negligence or bad faith.  The Trustee shall promptly notify the Company
of any claim for which the Trustee may seek indemnity, including costs and
expenses of defending itself against any claim for liability arising from the
exercise or performance of any of its powers or duties hereunder.  The Company need not
reimburse any expense or indemnify against any loss or liability incurred by
the Trustee through its negligence or bad faith.  To secure the Companys
payment obligations in this Section, the Trustee shall have a lien prior to the
Securities on all money or property held or collected by the Trustee, except
that held in trust to pay principal of, and premium, if any, and interest on
particular Securities.  When the Trustee incurs
expenses or renders services after an Event of Default specified in
Section 7.01(5) or (6) occurs, the expenses and the compensation for such
services are intended to constitute expenses of administration under any
Bankruptcy Law.  Notwithstanding any
provision hereof to the contrary, the Trustees lien shall not be subordinated
to that of Senior Indebtedness.  The provisions of this
Section shall survive the termination of this Indenture and the
resignation or removal of the Trustee.  SECTION 8.08.REPLACEMENT OF TRUSTEE  A resignation or removal
of the Trustee and appointment of a successor Trustee shall become effective
only upon the successor Trustees acceptance of appointment as provided in this
Section.  41 
   The Trustee may resign by
so notifying the Company. The Holders of a majority in principal amount of the
Securities may remove the Trustee by so notifying the Trustee and the
Company.  The Company may remove the
Trustee if:  (1)the
Trustee fails to comply with Section 8.10;  (2)the
Trustee is adjudged a bankrupt or an insolvent;  (3)a
receiver or other public officer takes charge of the Trustee or its property;
or  (4)the
Trustee becomes incapable of acting.  If the Trustee resigns or
is removed or if a vacancy exists in the office of Trustee for any reason, the
Company shall promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the Securities may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.  If a successor Trustee
does not take office within 60 days after the retiring Trustee resigns or
is removed, the retiring Trustee (at the Companys expense), the Company or the
Holders of at least 10% in principal amount of the Securities may petition any
court of competent jurisdiction for the appointment of a successor Trustee.  If the Trustee fails to
comply with Section 8.10, any Securityholder or beneficial owner may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.  A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to
the Company.  Thereupon the retiring
Trustee shall transfer all property held by it as Trustee to the successor
Trustee (subject to the lien provided for in Section 8.07), the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture.  The successor
Trustee shall mail a notice of its succession to Securityholders.  SECTION 8.09.SUCCESSOR TRUSTEE, AGENTS BY MERGER, ETC.  If the Trustee or any
Agent consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee or
Agent, as the case may be.  SECTION 8.10.ELIGIBILITY; DISQUALIFICATION  This Indenture shall
always have a Trustee who satisfies the requirement of TIA
Sections 310(a)(1) and 310(a)(5). 
The Trustee (or in the case of a corporation included in a bank holding
company system, the related bank holding company) shall have a combined capital
and surplus of at least $50,000,000 as set forth in its most recent published
annual report of condition.  In
addition, if the Trustee is a corporation included in a bank holding company
system, the Trustee, independently of such bank holding company, shall meet the
capital requirements of TIA Section 310(a)(2).  The Trustee shall comply with TIA Section 310(b).  42 
   SECTION 8.11.PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY  The Trustee shall comply
with TIA Section 311(a), excluding any creditor relationship listed in TIA
Section 311(b).  A Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the
extent indicated therein.  SECTION 8.12.TRUSTEES APPLICATION FOR INSTRUCTIONS FROM THE
COMPANY  Any application by the
Trustee for written instructions from the Company may, at the option of the
Trustee, set forth in writing any action proposed to be taken or omitted by the
Trustee under this Indenture and the date on and/or after which such action
shall be taken or such omission shall be effective.  The Trustee shall not be liable for any action taken by, or
omission of, the Trustee in accordance with a proposal included in such
application on or after the date specified in such application (which date shall
not be less than three Business Days after the date any officer of the Company
actually receives such application, unless any such officer shall have
consented in writing to any earlier date) unless prior to taking any such
action (or the effective date in the case of an omission), the Trustee shall
have received written instructions in response to such application specifying
the action to be taken or omitted.  ARTICLE 9.DISCHARGE OF INDENTURE  SECTION 9.01.TERMINATION OF COMPANYS OBLIGATIONS  The Company may terminate
all of its obligations under this Indenture if:  (a)(1)the
Securities mature within one year or all of them are to be called for
redemption (and the Securities are redeemable) within one year and arrangements
satisfactory to the Trustee are made with respect to the giving of the notice
of redemption; and  (2)the
Company irrevocably deposits in trust with the Trustee money or U.S. Government
Obligations sufficient to pay, when due, the principal of and premium, if any,
and interest on the Securities to maturity or redemption, as the case may
be.  The Company may make such deposit
only during the one-year period referred to in paragraph (1) above and
only if Article 12 permits it; or  (b)all
Securities previously authenticated and delivered (other than destroyed, lost
or stolen Securities which have been replaced or paid or Securities for whose
payment money or securities have theretofore been held in trust and thereafter
repaid to the Company, as provided in Section 9.03) have been delivered to
the Trustee for cancellation and the Company has paid all sums payable by it
hereunder.  However, the obligations
in Sections 2.02, 2.04, 2.05, 2.06, 2.13, 5.01, 5.02, 8.07, 8.08, 9.02,
9.03, 9.04 and 9.05 and in Article 11 shall survive until the Securities
are no longer outstanding.  Thereafter
the obligations in Sections 8.07, 9.03 and 9.04 shall survive.  43 
   After a termination of
the Companys obligations in accordance with this Section, the Trustee upon
request shall acknowledge in writing the discharge of the Companys obligations
under this Indenture except for those surviving obligations specified above.  In order to have money
available on a payment date to pay principal of and premium, if any, or
interest on the Securities, the U.S. Government Obligations shall be payable as
to principal or interest on or before such payment date in such amounts as will
provide the necessary money.  U.S. Government
Obligations means direct obligations of the United States of America for the
payment of which the full faith and credit of the United States of America is
pledged and which are not callable at the issuers option.  SECTION 9.02.APPLICATION OF TRUST MONEY  The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to
Section 9.01.  It shall apply the
deposited money and the money from U.S. Government Obligations through the
Paying Agent and in accordance with this Indenture to the payment of principal
of and premium, if any, and interest on the Securities.  Money and securities so held in trust are
not subject to Article 12.  SECTION 9.03.REPAYMENT TO COMPANY  The Trustee and the
Paying Agent shall promptly pay to the Company upon request any excess money or
securities held by them at any time.  Subject to the
requirements of applicable law, the Trustee and the Paying Agent shall pay to
the Company upon request any money held by them for the payment of principal or
premium, if any, or interest that remains unclaimed for two years; PROVIDED,
HOWEVER, that, before being required to make any such repayment, the Trustee or
such Paying Agent shall, if the Company so requests and at the expense of the
Company, cause to be published once a week for two successive weeks, in each
case on any day of the week, in an authorized newspaper in the Borough of
Manhattan, The City of New York, or mail to each such Holder, a notice (in such
form as may be deemed appropriate by such Trustee or Paying Agent) that said
monies remain unclaimed and that, after a date named therein, which shall not
be less than 30 days from the date of such publication or mailing, any
unclaimed balance of said monies then remaining will be returned to the
Company.  After payment to the Company,
Securityholders entitled to the money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates
another Person.  SECTION 9.04.INDEMNITY FOR GOVERNMENT OBLIGATIONS  The Company shall pay and
shall indemnify the Trustee and each Securityholder against any tax, fee or
other charge imposed on or assessed against deposited U.S. Government
Obligations or the principal and interest received on such obligations.  44 
   SECTION 9.05.REINSTATEMENT  If the Trustee is unable
to apply any money or United States Government Obligations in accordance with
Section 9.01 by reason of any legal proceeding or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Companys obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 9.01 until such time as the
Trustee is permitted to apply all such money or United States Government
Obligations in accordance with Section 9.01; PROVIDED, HOWEVER, that if
the Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money or United States Government Obligations held by the
Trustee.  ARTICLE 10.AMENDMENTS, SUPPLEMENTS AND WAIVERS  SECTION 10.01.WITHOUT CONSENT OF HOLDERS  The Company and the Trustee
may amend or supplement this Indenture or the Securities without the consent of
any Securityholder:  (1)to
cure any ambiguity, defect or inconsistency herein or in the Securities;  (2)to
comply with Section 6.01;  (3)to
make any change that does not materially adversely affect the rights of any
Securityholder;  (4)to
make provision with respect to the conversion rights of Holders pursuant to the
requirements of Section 11.17;  (5)to
provide for uncertificated Securities in addition to or in place of
certificated Securities;  (6)to
make any change that would provide any additional rights or benefits to the
Holders or that does not adversely affect the legal rights under this Indenture
of any such Holder;  (7)to
comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA or otherwise as necessary to
comply with applicable law;  (8)to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee; or  45 
   (9)subject
to Section 12.10 and Section 12.11, to make any changes in
Article 12 that would limit or terminate the benefits available to any
holder of Senior Indebtedness under such Article.  SECTION 10.02.WITH CONSENT OF HOLDERS  The Company and the
Trustee may amend or supplement this Indenture or the Securities with the
written consent of the Holders of at least a majority in aggregate principal
amount of the Securities, and the Holders of a majority in aggregate principal
amount of the Securities may waive compliance by the Company with any provision
of this Indenture or the Securities. 
However, without the consent of each Securityholder affected, an
amendment, supplement or waiver under this Section may not:  (1)change
the stated maturity date of the principal of, or interest on, any Security or
adversely affect the right of a Holder to convert any Security;  (2)reduce
the principal amount, Provisional Redemption Price, Fundamental Change Purchase
Price of, or interest on, any Security;  (3)change
the currency for payment of principal or for the payment of the Provisional
Redemption Price or the Fundamental Change Purchase Price of, or interest on,
any Security;  (4)impair
the right to institute suit for the enforcement of any payment on or with
respect to any Security;  (5)make
any change in Article 12 that adversely affects the rights of any
Securityholder;  (6)reduce
the principal amount of Securities whose Holders must consent to an amendment
or supplement of this Indenture or the waiver of defaults or compliance
hereunder; or  (7)make
any change in Section 7.04, 7.07 or this 10.02 (second sentence).  An amendment under this
Section may not make any change that adversely affects the rights under
Article 12 of any holder of an issue of Senior Indebtedness unless the
holders of the issue pursuant to its terms consent to the change.  It shall not be necessary
for the consent of the Holders under this Section to approve the
particular form of any proposed amendment, supplement or waiver, but it shall
be sufficient if such consent approves the substance thereof.  The Company may establish, by delivery of an
Officers Certificate to the Trustee, a record date for determining
Securityholders of record entitled to give any consent or waiver.  After an amendment or
supplement under this Section becomes effective, the Company shall mail to
Securityholders a notice briefly describing the amendment or supplement.  Any  46 
   failure of the Company to
mail any such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any supplemental indenture.  SECTION 10.03.COMPLIANCE WITH TRUST INDENTURE ACT  Every amendment to or
supplement of this Indenture or the Securities shall comply with the TIA as
then in effect.  SECTION 10.04.REVOCATION AND EFFECT OF CONSENTS  Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder of a
Security is a continuing consent by the Holder and every subsequent Holder of a
Security or portion of a Security that evidences the same debt as the
consenting Holders Security, even if notation of the consent is not made on
any Security.  However, any such Holder
or subsequent Holder may revoke the consent as to such Security or portion of a
Security if a Responsible Officer of the Trustee receives the notice of
revocation before the date the amendment, supplement or waiver becomes
effective.  An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds
every Securityholder.  Notwithstanding
the foregoing, if a record date has been established for the purpose of
determining Securityholders entitled to consent, such written notice of
revocation must be signed by the Securityholder of record as of the record date
or his duly appointed proxy.  SECTION 10.05.NOTATION ON OR EXCHANGE OF SECURITIES  The Trustee may place an
appropriate notation relating to an amendment, supplement or waiver on any
Security thereafter authenticated.  The
Company in exchange for all Securities may issue, and the Trustee shall
authenticate, new Securities that reflect the amendment, supplement or waiver.  SECTION 10.06.TRUSTEE TO SIGN AMENDMENTS, ETC.  In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this
Article or Section 11.17 or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 8.01) shall be fully protected in relying upon, an
Opinion of Counsel and an Officers Certificate stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture.  The Trustee shall sign
any amendment or supplement authorized pursuant to this Article if the
amendment or supplement does not adversely affect the rights of the
Trustee.  If the amendment or supplement
does adversely affect the Trustees rights, the Trustee may, but need not, sign
it.  47 
   ARTICLE 11. CONVERSION  SECTION 11.01.CONVERSION PRIVILEGE  Subject to and upon
compliance with the provisions of this Article and paragraph 8 of the
Securities, at the option of the Holder thereof, any portion of the principle
amount of any Security that is an integral multiple of $1,000 may be converted
into fully paid and non-assessable shares of Common Stock at any time on or
prior to the close of business on February 15, 2011, subject in the case
of conversion of any Global Security to any Applicable Procedures.  The conversion right with respect to a
Security or the portion thereof that the Company has elected to redeem or the
Holder has elected to have repurchased by the Company in accordance with
Article 4 hereof will terminate on the date (i) that is two Trading
Days immediately preceding the Provisional Redemption Date, or (ii) that
the Holder has elected to participate in a repurchase upon a Fundamental
Change, unless, in any case, the Company defaults in making the payment due
upon such redemption or repurchase (in which case the conversion right will
terminate at the close of business on the date such default is cured).  The number of shares issuable upon
conversion of a Security is determined by dividing the principal amount to be
converted by the conversion price in effect on the conversion date, and
rounding the result to the nearest 1/l00th of a share, with 500/1,000th of a
share to be rounded up.  The initial conversion
price is stated in paragraph 8 of the Securities.  The conversion price is subject to
adjustment as provided in this Article 11.  If a Security is
converted into Common Stock pursuant to this Article 11, it ceases to be
outstanding and interest on it ceases to accrue on the day of surrender of such
Security for conversion.  SECTION 11.02.CONVERSION PROCEDURE  To convert a Security a
Holder must satisfy the requirements set forth in paragraph 8 of the
Securities.  The first date on which the
Holder satisfies all those requirements in respect of a Security is the
conversion date.  As soon as practical
on or after the conversion date, the Company shall deliver through the
Conversion Agent a certificate for the number of full shares of Common Stock
issuable upon the conversion of that Security and a check for any fractional
share.  The person in whose name the
certificate is registered shall be treated as a stockholder of record on and
after the conversion date.  Anything
herein to the contrary notwithstanding, in the case of Global Securities,
conversion notices may be delivered and such Securities may be surrendered for
conversion in accordance with the Applicable Procedures.  No payment or adjustment
will be made for accrued interest on a converted Security (other than the
payment of interest to the Holder of a Security at the close of business on a
record date pursuant to Section 2.03(b) hereof), or for dividends or
distributions on any Common Stock issued upon conversion of any Security.  48 
   If a Holder converts more
than one Security at the same time, the number of full shares issuable upon the
conversion shall be based on the total principal amount of the Securities
converted.  If Common Stock is to be
issued in the name of a Person other than the Holder thereof, and the
restrictions on transfer of such Security set forth in the first paragraph of
the face of the Security remain in effect, the Holder must provide
certification regarding compliance with the restrictions on transfer, by
executing an assignment in the form attached to the Security.  Securities surrendered
for conversion (in whole or in part) during the period from the close of
business on any regular interest payment record date to the opening of business
on the next succeeding interest payment date (excluding Securities or portions
thereof converted after February 1, 2011, the last record date, or
(a) called for redemption on a Provisional Redemption Date or
(b) subject to purchase following a Fundamental Change Purchase Date, in each
case of (a) or (b) occurring during the period beginning at the close of
business on a regular interest payment record date and ending at the opening of
business on the first Business Day after the next succeeding interest payment
date, or if such interest payment date is not a Business Day, the second such
Business Day) shall also be accompanied by payment in funds acceptable to the
Company of an amount equal to the interest payable on such interest payment
date on the principal amount of such Security then being converted, and such
interest shall be payable to such registered Holder notwithstanding the
conversion of such Security, subject to the provisions of this Indenture
relating to the payment of defaulted interest by the Company.  Upon surrender of a
Security that is converted in part, the Company shall execute and the Trustee
shall authenticate for the Holder a new Security equal in principal amount to
the unconverted portion of the Security surrendered.  If the last day on which
a Security may be converted is a Legal Holiday, the Security may be surrendered
to that Conversion Agent on the next succeeding Business Day with the same
force and effect as if surrendered on such last day.  SECTION 11.03.FRACTIONAL SHARES  The Company will not
issue a fractional share of Common Stock upon conversion of a Security.  Instead the Company will deliver to the
converting Securityholder its check for the current market value of the
fractional share.  The current market
value of a fraction of a share is determined by multiplying the current market
price of a full share by the fraction, and rounding the result to the nearest
cent, with .5 cents to be rounded up.  For purposes of this
Section, the current market price of a share of Common Stock is the Quoted
Price of the Common Stock on the last Trading Day prior to the conversion date.  SECTION 11.04.TAXES ON CONVERSION  If a Holder of a Security
converts it, the Company shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of shares of Common Stock upon the
conversion.  The Holder shall pay any
such tax which is due because the shares are issued in a name other than such
Holders.  49 
   SECTION 11.05.COMPANY TO PROVIDE STOCK  The Company shall reserve
at all times and keep available, free from preemptive rights, out of its
authorized but unissued Common Stock, enough shares of Common Stock to permit
the conversion of the Securities.  All shares of Common
Stock which may be issued upon conversion of the Securities shall be fully paid
and nonassessable.  The Company shall
endeavor to comply with all applicable securities laws regulating the offer and
delivery of shares of Common Stock upon conversion of Securities and shall
endeavor to list such shares on each national securities exchange on which the
Common Stock is listed, or to have such shares approved for quotation on The
Nasdaq National Market or other over-the-counter market on which the Common
Stock is traded.  SECTION 11.06.ADJUSTMENT FOR CHANGE IN CAPITAL STOCK  If the Company:  (1)issues
any shares of its capital stock as a dividend (or other distribution) on its
Common Stock;  (2)subdivides
its outstanding shares of Common Stock into a greater number of shares of
Common Stock;  (3)combines
its outstanding shares of Common Stock into a smaller number of shares of
Common Stock; or  (4)issues
by reclassification of its Common Stock any shares of its capital stock,  then the conversion
privilege and the conversion price in effect immediately prior to such action
shall be adjusted so that the Holder of a Security thereafter converted will
receive the number of shares of capital stock of the Company that would have
been received (and if there is more than one class or series of such capital
stock, then shares of each class or series in the same proportions that would
have been received) upon consummation of such action by a Holder of the number
of shares of Common Stock into which such Security might have been converted
immediately prior to such action, with the aggregate conversion price to be
divided evenly among the shares to be issued upon conversion thereof.  The adjustment described
in the preceding paragraph shall become effective immediately after the record
date in the case of a dividend or distribution and immediately after the
effective date in the case of a subdivision, combination or reclassification.  If, after an adjustment,
a Holder of a Security may receive shares of two or more classes or series of
capital stock of the Company upon conversion of such Security, the Company
shall determine the allocation of the adjusted conversion price between or
among such classes or series of capital stock based on a good faith estimate of
the relative fair market values as determined in good faith by the Board of
Directors and set forth in a certified resolution filed  50 
   with the Trustee.  After such allocation, the conversion
privilege and the conversion price of each class of capital stock shall thereafter
be subject to adjustment on terms comparable to those applicable to Common
Stock in this Article.  SECTION 11.07.ADJUSTMENT FOR RIGHTS ISSUE  If the Company
distributes any rights or warrants to all holders of its Common Stock entitling
them to subscribe for or purchase shares of Common Stock at a price per share
less than the current market price per share (as defined in
Section 11.11), then, on the Record Date (as defined in this
Section 11.07), the conversion price shall be adjusted in accordance with
the formula:  AC = CC x
  O + (N x P)
             MO + N  where:  AC
  =
  the adjusted conversion price.CC
  =
  the conversion price in effect immediately prior to
  the close of business on the Record Date.O
  =
  the number of shares of Common Stock outstanding at
  the close of business on the Record Date.N
  =
  the number of additional shares of Common Stock
  offered.P
  =
  the offering price per share of the additional
  shares.M
  =
  the current market price per share of Common Stock
  on the Record Date (as defined in this Section 11.07).  The adjustment shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such rights or warrants (for purposes of this
Section 11.07 only, the Record Date).  SECTION 11.08.ADJUSTMENT FOR CERTAIN DISTRIBUTIONS  Subject to the last
paragraph of this Section 11.08, if the Company distributes to all holders
of its Common Stock any cash, debt securities (or other evidences of
indebtedness) or other assets (excluding dividends or distributions for which
adjustment is required to be made under Sections 11.06 or 11.07), the
conversion price shall be reduced in accordance with the following formula:  AC = CC x
  M - PM  where:  51 
   AC
  =
  the adjusted conversion price.CC
  =
  the conversion price in effect immediately prior to
  the close of business on the Record Date.M
  =
  the current market price per share of Common Stock
  on the Record Date (as defined in this Section 11.08).P
  =
  the aggregate fair market value on the Record Date
  (as defined in this Section 11.08) (as determined in good faith by the
  Board of Directors and set forth in a certified resolution filed with the
  Trustee) of the cash, debt securities (or other evidences of indebtedness) or
  other assets distributed applicable to one share of Common Stock.  The adjustment shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such distribution (for purposes of this
Section 11.08 only, the Record Date).  No adjustment will be
made with respect to this Section 11.08 if, in lieu of such adjustment,
the Securityholders, upon conversion, will be entitled to receive, in addition
to the shares of Common Stock into which such Securities are convertible, the
kind and amount of cash, debt securities (or other evidences of indebtedness)
or other assets comprising the distribution that such Holders would have
received had they converted their Securities immediately prior to the Record
Date (as defined in this Section 11.08). 
In addition, no adjustment will be made in the event that the then fair
market value (as so determined) of the cash, debt securities (or other
evidences of indebtedness) or other assets so distributed applicable to one
share of Common Stock is equal to or greater than the current market price per
share of the Common Stock, in which case, in lieu of such adjustment, adequate
provision shall be made so that each Securityholder shall have the right to
receive upon conversion the amount of cash, debt securities (or other evidences
of indebtedness) or other assets such Holder would have received had such
Holder converted each Security on the Record Date (as defined in this Section 11.08).  52 
   SECTION 11.09.[INTENTIONALLY OMITTED]  SECTION 11.10.ADJUSTMENT FOR TENDER OR EXCHANGE OFFER  Subject to the last
paragraph of this Section 11.10, in the event that a tender or exchange
offer (other than an odd-lot offer) made by the Company or any Subsidiary for
all or a portion of the Common Stock shall expire and such tender or exchange
offer (including any amendment in effect immediately prior to the expiration
thereof) shall require the payment to stockholders of consideration per share
of Common Stock having a fair market value (as determined in good faith by the
Board of Directors and set forth in a certified resolution filed with the
Trustee) that, as of the last time (the Expiration Time) tenders or exchanges
may be made pursuant to such tender or exchange offer, exceeds 105% of the
current market price per share of Common Stock at the Expiration Time, the
conversion price shall be reduced in accordance with the following formula:  AC = CC x
  O x MP + (T x M)  where:  AC
  =
  the adjusted conversion price.CC
  =
  the conversion price in effect immediately prior to
  the close of business on the date of the Expiration Time.O
  =
  the number of shares of Common Stock outstanding (including
  any tendered or exchanged shares) at the Expiration Time.P
  =
  the fair market value of the aggregate consideration
  payable to holders of Common Stock based on the acceptance (up to any maximum
  specified in the terms of the tender or exchange offer) of all shares of
  Common Stock validly tendered or exchanged and not withdrawn as of the
  Expiration Time (the shares of Common Stock so accepted, up to any such
  maximum, being referred to as the Purchased Shares).T
  =
  the number of shares of Common Stock outstanding
  (less any Purchased Shares) on the Expiration Time.M
  =
  the current market price per share of Common Stock
  at the Expiration Time.  The adjustment shall
become effective immediately prior to the opening of business on the day
following the Expiration Time.  53 
   SECTION 11.11.CURRENT MARKET PRICE  For purposes of
Sections 11.07, 11.08 and 11.10, the current market price per share of
Common Stock on any date is the volume weighted average of the Quoted Prices of
the Common Stock for five consecutive Trading Days selected by the Company
commencing not more than 10 Trading Days before, and ending not later
than, the earlier of the date in question and the Trading Day before the ex
date, if any, with respect to the issuance or distribution requiring such
computation.  The term ex date, when
used with respect to any issuance or distribution, means the first Trading Day
on which the Common Stock trades regular way in the market from which the
Quoted Price is then to be determined without the right to receive such
issuance or distribution.  SECTION 11.12.WHEN ADJUSTMENT MAY BE DEFERRED  No adjustment in the
conversion price need be made unless the adjustment would require an increase
or decrease of at least 1% in the conversion price then in effect.  Any adjustments which are not made shall be
carried forward and taken into account in any subsequent adjustment.  All calculations under this
Article shall be made to the nearest cent or to the nearest 1/100th of a
share, as the case may be, with .005 cents and 500/1,000 of a share to be
rounded up.  SECTION 11.13.WHEN NO ADJUSTMENT REQUIRED  No adjustment need be
made for rights to purchase Common Stock pursuant to a Company plan for reinvestment
of dividends or interest.  No adjustment need be
made for a change in the par value (including a change to no par value) of the
Common Stock.  To the extent the
Securities become convertible into cash, no adjustment need be made thereafter
as to the cash.  Interest will not
accrue on the cash.  Notwithstanding any
provision to the contrary in this Indenture, no adjustment shall be made in the
conversion price which would have the effect of reducing the conversion price
below the par value of the Common Stock.  SECTION 11.14.NOTICE OF ADJUSTMENT  Whenever the conversion
price is adjusted, the Company shall promptly mail to Securityholders a notice
of the adjustment and file with the Trustee a certificate from the Companys
independent public accountants briefly stating the facts requiring the
adjustment and the manner of computing it. 
In the absence of manifest error, such certificate shall be presumptive
evidence that the adjustment is correct.  SECTION 11.15.VOLUNTARY REDUCTION  The Company from time to
time may reduce the conversion price by any amount for any period of time if
the period is at least 20 days and if the reduction is irrevocable during the  54 
   period; PROVIDED,
HOWEVER, that no such reduction shall be taken into account for the purposes of
determining whether the last sale price of the Common Stock equals or exceeds
105% of the conversion price in connection with an event that would otherwise
be a Fundamental Change pursuant to Section 4.04.  Notwithstanding any provision to the
contrary in this Indenture, the reduction of the conversion price pursuant to
this Section 11.15 shall not require the consent of the Trustee or any
Securityholder.  Whenever the conversion
price is reduced, the Company shall mail to Securityholders and the Trustee a
notice of the reduction.  The Company
shall mail the notice at least 15 days before the date the reduced
conversion price takes effect.  The
notice shall state the reduced conversion price and the period during which it
will be in effect.  A reduction of the
conversion price is deemed not to be in effect for purposes of calculating
adjustments pursuant to Sections 11.06 through 11.10.  Subject to the first
paragraph of this Section 11.15, the Company may reduce the conversion
price, for the remaining term of the Securities or any shorter term, in
addition to those adjustments required by Sections 11.06, 11.07, 11.08 and
11.10, as it considers to be advisable in order to avoid or diminish any income
tax to any holders of shares of Common Stock resulting from any dividend or
distribution of stock or issuance of rights or warrants to purchase or
subscribe for stock or from any event treated as such for income tax purposes.  SECTION 11.16.NOTICE OF CERTAIN TRANSACTIONS  If:  (1)the
Company takes any action which would require an adjustment in the conversion
price pursuant to Section 11.08 but, in lieu of such adjustment, the
Securityholders are entitled to participate therein (as described in the last paragraph
of Section 11.08);  (2)the
Company takes any action that would require a supplemental indenture pursuant
to Section 11.17; or  (3)there
is a dissolution or liquidation of the Company,  the Company shall mail to
Securityholders and the Trustee a notice stating the record date for any such
distribution or the effective date of any such subdivision, combination,
reclassification, consolidation, merger, transfer, lease, liquidation or
dissolution.  The Company shall mail the
notice at least 15 days before such record date.  Failure to mail the notice or any defect in it shall not affect
the validity of any transaction referred to in clause (1), (2) or (3) of
this Section.  SECTION 11.17.PROVISIONS IN CASE OF CONSOLIDATION, MERGER OF THE
COMPANY OR TRANSFER OR LEASE  If the Company is a party
to a consolidation or merger or a transfer or lease of all or substantially all
of its assets not prohibited by Section 6.01 or a merger which
reclassifies or changes its outstanding Common Stock, the Person formed by such
consolidation or resulting  55 
   from such merger or which
assumes or leases such assets shall enter into a supplemental indenture.  The supplemental
indenture shall provide that the Holder of a Security may convert it into the
kind and amount of securities, cash or other assets receivable upon the
consolidation, merger, transfer or lease by a holder (other than any party to
such transaction or any of its Affiliates) of the number of shares of Common
Stock into which such Security might have been converted immediately before the
effective date of such transaction, assuming such holder of Common Stock failed
to exercise his rights of election, if any, as to the kind or amount of
securities, cash or other property receivable upon such consolidation, merger,
transfer or lease (PROVIDED that, if the kind or amount of securities, cash or
other property receivable upon such consolidation, merger, transfer or lease is
not the same for each share of Common Stock held immediately prior to such
consolidation, merger, transfer or lease by others than the parties to such
transaction or their Affiliates and in respect of which such rights of election
shall not have been exercised (non-electing share), then for the purposes of
this Section the kind and amount of securities, cash and other property
receivable upon such consolidation, merger, transfer or lease by 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).  The supplemental indenture shall provide for adjustments which
shall be as nearly equivalent as may be practical to the adjustments provided
for in this Article.  If the issuer of
securities deliverable upon conversion of Securities is an Affiliate of the
surviving, transferee or lessee corporation, that issuer shall join in the
supplemental indenture.  The successor
Company shall mail to each Securityholder a notice briefly describing the
supplemental indenture.  If this Section applies
to a particular event, Section 11.06 shall not apply to such event.  SECTION 11.18.COMPANY DETERMINATION FINAL  Subject to compliance
with the terms of this Indenture (including, without limitation,
Section 11.14) and of the Securities, any determination which the Company
or its Board of Directors must make pursuant to Section 11.03, 11.06,
11.08, 11.10, 11.11 or 11.12 shall be conclusive.  SECTION 11.19.TRUSTEES DISCLAIMER  The Trustee has no duty
to determine when an adjustment under this Article should be made, how it
should be made or what it should be. 
The Trustee has no duty to determine the market price or market value of
any fractional or other share.  The
Trustee has no duty to determine whether any provisions of a supplemental
indenture under Section 11.17 are correct.  The Trustee makes no representation as to the validity or value
of any securities or assets issued upon conversion of the Securities.  The Trustee shall not be responsible for the
Companys failure to comply with this Article. 
Each Conversion Agent other than the Company shall have the same
protection under this Section as the Trustee.  56 
   ARTICLE 12.SUBORDINATION  SECTION 12.01.AGREEMENT TO SUBORDINATE  The Company agrees, and
each Securityholder by accepting a Security agrees, that the indebtedness
evidenced by the Securities is subordinated in right of payment, to the extent
and in the manner provided in this Article, to the prior payment in full of all
Senior Indebtedness, and that the subordination is for the benefit of the
holders of Senior Indebtedness.  SECTION 12.02.CERTAIN DEFINITIONS  Senior Indebtedness
means:  (a)the
principal of, interest (including, to the extent permitted by applicable law,
interest on or after the commencement of a proceeding referred to in clauses
(5) or (6) of Section 7.01 whether or not representing an allowed claim in
such proceeding) on and any other amounts owing with respect to (i) any
indebtedness of the Company and any Subsidiary, now or hereafter outstanding,
in respect of borrowed money (other than the Securities), (ii) any
indebtedness of the Company and any Subsidiary, now or hereafter outstanding,
evidenced by a bond, note, debenture, capitalized lease, reimbursement obligation
with respect to any letter of credit or other similar instrument,
(iii) any other written obligation of the Company and any Subsidiary, now
or hereafter outstanding, to pay money issued or assumed as all or part of the
consideration for the acquisition of property, assets or securities and
(iv) any guaranty or endorsement (other than for collection or deposit in
the ordinary course of business) or discount with recourse of, or other
agreement (contingent or otherwise) to purchase, repurchase or otherwise
acquire, to supply or advance funds or to become liable with respect to
(directly or indirectly), any indebtedness or obligation of any person of the
type referred to in the preceding subclauses (i), (ii) and (iii) now or
hereafter outstanding; and  (b)any
refundings, renewals or extensions of any indebtedness or other obligation
described in clause (a) of this Section 12.02.  Notwithstanding the
foregoing, (x) if, by the terms of the instrument creating or evidencing
any indebtedness or obligation referred to in clauses (a) and (b) above,
it is expressly provided that such indebtedness or obligation is not senior in
right of payment to the Securities, such indebtedness or obligation shall not
be included as Senior Indebtedness, (y) the Subordinated Notes shall not
be included as Senior Indebtedness and shall rank pari passu with the
Securities and (z) trade debt incurred in the ordinary course of business shall
not be included as Senior Indebtedness.  Representative means
the indenture trustee or other trustee, agent or representative for an issue of
Senior Indebtedness.  57 
   SECTION 12.03.LIQUIDATION; DISSOLUTION; BANKRUPTCY  Upon any distribution to
creditors of the Company in a liquidation, dissolution or winding up of the
Company or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or its property:  (1)holders
of Senior Indebtedness shall be entitled to receive payment in full, in cash or
in a manner satisfactory to the holders of such Senior Indebtedness, of all
Senior Indebtedness before Securityholders shall be entitled to receive any
payments of principal of or premium, if any, or interest on Securities; and  (2)until
the Senior Indebtedness is paid in full in cash or in a manner satisfactory to
the holders of such Senior Indebtedness, any distribution to which
Securityholders would be entitled but for this Article shall be made to
holders of Senior Indebtedness as their interests may appear.  A distribution may
consist of cash, securities or other property. 
For purposes of this Article only, 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 or other
entity provided for by a plan of reorganization or readjustment which are
subordinated in right of payment to all Senior Indebtedness which may at the
time be outstanding to substantially the same extent as, or to a greater extent
than, the Securities are so subordinated as provided in this Article.  The consolidation of the Company with, or
the merger of the Company into, or the conveyance, transfer or lease by the
Company of its properties and assets substantially as an entirety to, another
Person upon the terms and conditions set forth in Article 6, or the
liquidation or dissolution of the Company following any such conveyance or
transfer, shall not be deemed a dissolution, winding up, liquidation, reorganization,
assignment for the benefit of creditors or marshalling of assets and
liabilities of the Company for the purposes of this Section if the Person
formed by such consolidation or into which the Company is merged or the Person
which acquires by conveyance, transfer or lease of such properties and assets
substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions set
forth in Article 6.  Any taxes that have been
withheld or deducted from any payment or distribution in respect of the
Securities, or any taxes that ought to have been withheld or deducted from any
such payment or distribution that have been remitted to the relevant taxing
authority, shall not be considered to be an amount that the Trustee or any
Holder receives for purposes of this Section.  SECTION 12.04.COMPANY NOT TO MAKE PAYMENTS WITH RESPECT TO
SECURITIES IN CERTAIN CIRCUMSTANCES  (a)Upon
the maturity of any Senior Indebtedness by lapse of time, acceleration or
otherwise, all principal thereof, premium, if any, and interest thereon and any
other amounts owing in respect thereof shall first be paid in full, or such
payment duly provided for in cash or in a manner satisfactory to the holders of
such Senior Indebtedness, before any payment is made on account of the
principal of or premium, if any, or interest on the Securities or to acquire
any of the Securities.  58 
   (b)Upon
the happening of a default or event of default in the payment of the principal,
premium, if any, or interest on the Senior Indebtedness, then, unless such
default or event of default has been cured or waived or shall have ceased to
exist, no payment shall be made by the Company with respect to the principal,
premium, if any, or interest on (or otherwise in respect of) the Securities or
to acquire any of the Securities.  (c)Upon
the happening of a default or event of default in respect of the Senior
Indebtedness (other than a default or event of default in payment of the
principal, premium, if any, or interest on the Senior Indebtedness) and if the
Trustee and the Company receive a notice of such default or event of default
from the holders of the Senior Indebtedness or their Representative (a Payment
Blockage Notice), then no payment shall be made by the Company with respect to
the principal, premium, if any, or interest on (or otherwise in respect of) the
Securities until the earlier of (i) the date on which such default or
event of default shall have been cured or waived or shall have ceased to exist
or (ii) the 119th day after the date of such receipt of such Payment
Blockage Notice.  No more than one
Payment Blockage Notice shall be effective for purposes of this
section during any 365 consecutive day period.  For purposes of this paragraph, no such
default or event of default that existed upon first delivery of any Payment
Blockage Notice shall be, or be made, the basis for a subsequent Payment Blockage
Notice unless such default or event of default shall have been cured or waived
for a period of 180 consecutive days.  (d)In
the event that any Securities are declared due and payable before their
maturity, then and in such event the holders of Senior Indebtedness shall be
entitled to receive payment in full of all amounts due or to become due on or
in respect of all Senior Indebtedness or provision shall be made for such
payment in cash, before the Holders are entitled to receive any payment
(including any payment which may be payable by reason of the payment of any
other indebtedness of the Company being subordinated to the payment of the
Securities) by the Company on account of the principal of (or premium, if any)
or interest on the Securities or on account of the purchase or other acquisition
of Securities.  In the event that,
notwithstanding the foregoing, the Company shall make any payment to the
Trustee or a Holder prohibited by the foregoing provisions of this
Section 12.04 , and if such fact shall, at or prior to the time of such payment,
has been made known to the Trustee or, as the case may be, such Holder, then
and in such event such payment shall be paid over and delivered forthwith to
the Company.  SECTION 12.05.ACCELERATION OF SECURITIES  If payment of the
Securities is accelerated because of an Event of Default, the Company shall
promptly notify holders of Senior Indebtedness of the acceleration.  SECTION 12.06.DISPUTED DEFAULT  No default in payment or
event of default with respect to any Senior Indebtedness shall be deemed to be
a default in payment or event of default if (x) the Company shall be disputing
the occurrence or continuation of such default in payment or event of default,
or any obligation purportedly giving rise to such default in payment or event
of default, and (y) no final judgment  59 
   holding that such default
in payment or event of default has occurred and is continuing shall have been
issued.  For this purpose, a final
judgment means a judgment that is issued by a court having jurisdiction over
the Company or its property, is binding on the Company or its property, is in
full force and effect and is not subject to judicial appeal or review
(including because the time within which a party may seek appeal or review has
expired), PROVIDEDthat, if any such judgment has
been issued but is subject to judicial appeal or review, it shall nevertheless
be deemed to be a final judgment unless the Company shall in good faith be
prosecuting such appeal or a proceeding for such review and shall have obtained
a stay of execution pending such appeal or review.  Notwithstanding the foregoing, this paragraph shall not apply to
any default in payment or event of default with respect to any Senior
Indebtedness as to which the Company has waived the application of this
paragraph in the instrument evidencing such Senior Indebtedness or by which
such Senior Indebtedness is created, incurred, assumed or guaranteed by the
Company.  SECTION 12.07.WHEN DISTRIBUTION MUST BE PAID OVER  If a distribution is made
to the Trustee or the Securityholders that, because of this Article, should not
have been made to them, the Securityholders who receive the distribution shall
hold it in trust for holders of Senior Indebtedness and pay it over to them as
their interests may appear.  SECTION 12.08.NOTICE BY COMPANY  The Company shall
promptly notify the Trustee and the Paying Agent of any facts known to the
Company that would cause a payment of principal of or premium, if any, or
interest on the Securities to violate this Article.  SECTION 12.09.SUBROGATION  After all Senior
Indebtedness is paid in full and until the Securities are paid in full,
Securityholders shall be subrogated to the rights of holders of Senior
Indebtedness to receive distributions applicable to Senior Indebtedness to the
extent that distributions otherwise payable to the Securityholders have been
applied to the payment of Senior Indebtedness. 
A distribution made under this Article to holders of Senior
Indebtedness which otherwise would have been made to Securityholders is not, as
between the Company and Securityholders, a payment by the Company on Senior
Indebtedness.  SECTION 12.10.RELATIVE RIGHTS  This Article defines
the relative rights of Securityholders and holders of Senior Indebtedness.  Nothing in this Indenture shall:  (1)impair,
as between the Company and Securityholders, the obligation of the Company,
which is absolute and unconditional, to pay principal of and premium, if any,
and interest on the Securities in accordance with their terms;  (2)affect
the relative rights of Securityholders and creditors of the Company, other than
holders of Senior Indebtedness; or  60 
   (3)prevent
the Trustee or any Securityholder from exercising its available remedies upon a
Default, subject to the rights of holders of Senior Indebtedness to receive
distributions otherwise payable to Securityholders.  If the Company fails
because of this Article to pay principal of or premium, if any, or
interest on a Security on the due date, such failure shall nevertheless be
deemed a Default.  SECTION 12.11.SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY  No right of any holder of
Senior Indebtedness to enforce the subordination of the indebtedness evidenced
by the Securities shall be impaired by any act or failure to act by the Company
or by its failure to comply with the terms of this Indenture.  Without in any way
limiting the generality of the foregoing paragraph, the holders of Senior
Indebtedness may, at any time and from time to time, without the consent of or
notice to the Trustee or the Holders, without incurring responsibility to the
Holders and without impairing or releasing the subordination provided in this
Article or the obligations hereunder of the Holders to the holders of
Senior Indebtedness, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, Senior Indebtedness or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any agreement
under which Senior Indebtedness is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Indebtedness; (iii) release any Person liable in any
manner for the collection of Senior Indebtedness; and (iv) exercise or
refrain from exercising any rights against the Company and any other Person.  SECTION 12.12.DISTRIBUTION OR NOTICE TO REPRESENTATIVE  Whenever a distribution
is to be made or a notice given to holders of Senior Indebtedness, the
distribution may be made and the notice given to their Representative.  SECTION 12.13.RIGHTS OF TRUSTEE AND PAYING AGENT  Notwithstanding any
provisions of this Indenture to the contrary, the Trustee and any Paying Agent
may continue to make payments on the Securities and shall not at any time be
charged with knowledge of the existence of any facts which would prohibit the
making of such payments until it receives written notice (received by a
Responsible Officer, in the case of the Trustee) reasonably satisfactory to it
that payments may not be made under this Article and, prior to the receipt
of any such notice, the Trustee, subject to the provisions of Section 8.01,
and any Agent shall be entitled to assume conclusively that no such facts
exist.  The Company, an Agent, a
Representative or a holder of Senior Indebtedness may give the notice.  If an issue of Senior Indebtedness has a
Representative, only the Representative (or any Representative, if more than
one) may give the notice with respect to such Senior Indebtedness.  The Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a
Representative) to establish that such notice has been given by a holder of
Senior Indebtedness (or a Representative), and shall be  61 
   entitled to rely on any
written notice by a Person representing himself to be a holder of Senior
Indebtedness to the effect that such issue of Senior Indebtedness has no
Representative.  Except as provided in
Section 9.02, any deposit of monies by the Company with the Trustee or any
Paying Agent (whether or not in trust) for the payment of the principal of or
premium, if any, or interest on, or Fundamental Change Purchase Price or
Provisional Redemption Price, if any, of any Securities shall be subject to the
provisions of this Article 12, except that if, at least three Business
Days prior to the date on which by the terms of this Indenture any such monies
may become payable for any purpose (including, without limitation, the payment
of 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 12.13, then 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 within three business days prior to or on or after such
date.  This Section shall be
construed solely for the benefit of the Trustee and Paying Agent and shall not
otherwise affect the rights of holders of Senior Indebtedness.  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 12, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of the 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 12,
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
payment.  The Trustee shall not be
deemed to owe any fiduciary duty to holders of Senior Indebtedness by virtue of
the provisions of this Article 12. 
The Trustees responsibilities to the holders of Senior Indebtedness are
limited to those set forth in this Article and no implied covenants or
obligations shall be read into this Indenture. 
The Trustee shall not become liable to the holders of Senior
Indebtedness if it makes a payment prohibited by this Article in good
faith.  The Trustee in its individual
or any other capacity may hold Senior Indebtedness with the same rights it
would have if it were not Trustee.  Any
Agent may do the same with like rights.  Nothing in this
Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 8.07.  SECTION 12.14.EFFECTUATION OF SUBORDINATION BY TRUSTEE  Each Holder of
Securities, by acceptance thereof, authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes.  62 
   ARTICLE 13.MISCELLANEOUS  SECTION 13.01.TRUST INDENTURE ACT CONTROLS  If any provision of this
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.  If any provision of this
Indenture modifies or excludes any provision of the TIA that may be so modified
or excluded, the latter provision shall be deemed to apply to this Indenture as
so modified or to be excluded, as the case may be. Until such time as this
Indenture shall be qualified under the TIA, this Indenture, the Company and the
Trustee shall be deemed for all purposes hereof to be subject to and governed
by the TIA to the same extent as would be the case if this Indenture were so
qualified on the date hereof.  SECTION 13.02.NOTICES  Any notice or
communication to the Company or the Trustee by the other shall be duly given if
in writing and delivered in person or by overnight courier or mailed by first
class mail or transmitted by telephone facsimile transmission (and receipt
confirmed) addressed as follows:  If to the Company:
  Citadel Broadcasting CorporationCity Center West, Suite 4007201 West Lake Mead BoulevardLas Vegas, Nevada 89128Attention:  SecretaryFacsimile:  (702) 804-5936If to the Trustee:
  The Bank of New York101 Barclay Street, Floor 8WNew York, New York 10286Attention:  Corporate Trust
  AdministrationFacsimile:  (646) 835-8464  The Company or the
Trustee by notice to the other may designate additional or different addresses
for subsequent notices or communications.  Any notice or communication
to a Securityholder shall be mailed by first-class mail to his address as shown
on the register kept by the Registrar. 
Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders.  If the Company mails a
notice or communication to Securityholders, it shall mail a copy to the Trustee
and each Agent at the same time.  If a notice or
communication is delivered, mailed or transmitted in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives
it.  63 
   SECTION 13.03.COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS  Securityholders may
communicate pursuant to TIA Section 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities.  The Company, the Trustee, the Registrar and
any other person shall have the protection of TIA Section 312(c).  SECTION 13.04.CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT  Upon any request or
application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:  (1)an
Officers Certificate stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with; and  (2)an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.  SECTION 13.05.STATEMENTS REQUIRED IN CERTIFICATE OR OPINION  Each certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture (other than pursuant to Section 5.03) 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 statements or opinions contained in such certificate or opinion
are based;  (3)a
statement that, in the opinion of such Person, 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)statement
as to whether or not, in the opinion of such Person, such condition or covenant
has been complied with.  SECTION 13.06.RULES BY TRUSTEE AND AGENTS  The Trustee may make
reasonable rules for action by, or a meeting of, Securityholders.  The Registrar, Paying Agent and Conversion Agent
may each make reasonable rules and set reasonable requirements for its
respective functions.  SECTION 13.07.LEGAL HOLIDAYS  A Legal Holiday is a
Saturday, Sunday or a day on which banking institutions in New York, New York
are not required to be open.  If a
payment date is a Legal Holiday at a place of payment, payment may be made at
such place on the next succeeding day that is not a Legal  64 
   Holiday, and no interest
shall accrue for the intervening period. 
If a regular record date is a Legal Holiday, the record date shall not
be affected.  SECTION 13.08.GOVERNING LAW  THE LAWS OF THE STATE OF
NEW YORK SHALL GOVERN THIS INDENTURE AND THE SECURITIES WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.  SECTION 13.09.NO RECOURSE AGAINST OTHERS  A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or this Indenture or
for any claim based on, in respect of or by reason of such obligations or their
creation.  Each Securityholder by
accepting a Security waives and releases all such liability.  The waiver and release are part of the
consideration for the issue of the Securities.  SECTION 13.10.SUCCESSORS  All agreements of the
Company in this Indenture and the Securities shall bind its successors.  All agreements of the Trustee in this
Indenture shall bind its successors.  SECTION 13.11.COUNTERPART ORIGINALS  The parties may sign any
number of copies of this Indenture. 
Each signed copy shall be an original, but all of them together
represent the same agreement.  SECTION 13.12.SEVERABILITY  In case any provision in
this Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby, and a Holder shall have no claim
therefor against any party hereto.  65 
   IN WITNESS WHEREOF, the parties hereto have
caused this Indenture to be duly executed as of the date first written above.  CITADEL BROADCASTING CORPORATIONBy:
  /s/ Randy L. TaylorName:
  RANDY L. TAYLORTitle:
  VP FINANCE AND SECRETARYTHE BANK OF NEW YORKBy:
  /s/ Beata HeyniewickaName:
  BEATA HEYNIEWICKATitle:
  ASSISTANT TREASURER  66 
   EXHIBIT A[FORM OF SECURITY]  [UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY 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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN. 
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY IS EXCHANGEABLE
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND,
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.](1)  [THIS SECURITY (OR ITS
PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES
ACT), AND THIS SECURITY AND THE COMMON STOCK (AND ANY OTHER SECURITIES)
ISSUABLE UPON CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM.  EACH PURCHASER OF THIS
SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON
THE EXEMPTION FROM THE  
 (1)These
paragraphs should be included only if the Security is a Global Security.  
   PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.](2)  [THE HOLDER OF THIS
SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY AND
THE COMMON STOCK (AND ANY OTHER SECURITIES) ISSUABLE UPON CONVERSION THEREOF
MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE
UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I)
THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE. 
IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE
IN ANY HEDGING TRANSACTIONS WITH REGARD TO THE SECURITIES EXCEPT AS PERMITTED
UNDER THE SECURITIES ACT.](2)  [THIS SECURITY, ANY
SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION AND ANY RELATED
DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS
ON RESALES AND OTHER TRANSFERS OF THIS SECURITY AND ANY SUCH SHARES TO REFLECT
ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR
IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES
GENERALLY.  THE HOLDER OF THIS SECURITY
AND ANY SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY AND ANY
SUCH SHARES TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.](2)  [THE HOLDER OF THIS
SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT TO
WHICH THE COMPANY IS A PARTY DATED AS OF FEBRUARY 18, 2004 RELATING TO THE
SECURITY AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY
WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.](2)  
 (2)These
paragraphs to be included only if the Security is a Transfer Restricted
Security.  
   No. $300,000,000  CUSIP No. 17285TAA4
CITADEL BROADCASTING CORPORATION
1.875% Convertible Subordinated Notes Due 2011  Citadel Broadcasting
Corporation, a Delaware corporation, for value received, promises to pay to
Cede & Co., or registered assigns, the principal sum of
                       
DOLLARS (U.S. $         ) [or
such greater or lesser amount as is indicated on the Schedule of Exchanges
of Securities on the reverse side of this Security](3)on February 15, 2011.  Interest Payment Dates:
  February 15 and August 15,
  commencing August 15, 2004Record Dates:
  February 1 and August 1  
 (3)This
phrase should be included only if the Security is a Global Security.  
   Reference is hereby made
to the further provisions of this Security set forth on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set
forth at this place.  CITADEL BROADCASTING
  CORPORATIONDated:By:Name:Title:By:Name:Title:Authenticated:THE BANK OF NEW YORK,
  as TrusteeBy:Authorized
  Signatory  
   (Reverse of Security)
CITADEL BROADCASTING CORPORATION  1.875% Convertible Subordinated Debenture Due 2011  1.INTEREST  CITADEL BROADCASTING
CORPORATION (the Company), a Delaware corporation, promises to pay interest
on the principal amount of this Security at the rate of 1.875% per annum.  The Company will pay interest semi-annually
on February 15 and August 15 each year, commencing on August 15,
2004 to holders of Securities at the close of business on the relevant record
dates specified above.  Interest on the
Securities will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from February 18, 2004.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.  2.METHOD
OF PAYMENT  The Company will pay
interest on the Securities (except defaulted interest) to the persons who are registered
holders of Securities at the close of business on the February 1 or
August 1 next preceding the interest payment date (including Securities
that are cancelled after the record date and on or before the interest payment
date).  Holders must surrender
Securities to a Paying Agent to collect principal and any premium
payments.  The Company will pay
principal, premium, if any, and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts.  3.PAYING
AGENT, REGISTRAR, CONVERSION AGENT  Initially, The Bank of
New York (the Trustee) will act as Paying Agent, Registrar and Conversion
Agent.  The Company may change any
Paying Agent, Registrar or Conversion Agent by giving notice to the Trustee.  The Company may act as Paying Agent,
Registrar or Conversion Agent.  4.INDENTURE  The Company issued this
Security as one of a duly authorized issue of Notes of the Company designated
as its 1.875% Convertible Subordinated Notes Due 2011 (the Securities) under
an Indenture dated as of February 18, 2004 (the Indenture), between the
Company and the Trustee.  The terms of
the Securities include those stated in the Indenture.  The Securities are subject to all such terms, and Securityholders
are referred to the Indenture for a statement of such terms.  Terms used herein that are defined in the
Indenture shall have the respective meanings assigned thereto in the Indenture.  The Securities are general unsecured
obligations of  
   the Company limited to
$300,000,000 in aggregate principal amount ($360,000,000 if the Initial
Purchasers Option is exercised in full).  5.PROVISIONAL
REDEMPTION  The Securities may be
redeemed at the election of the Company, as a whole or in part from time to
time, at any time prior to February 15, 2011 (a Provisional Redemption),
at a redemption price equal to $1,000 per $1,000 principal amount of the Notes
redeemed (such amount, together with the Make-Whole Payment described below the
Provisional Redemption Price), on the date of redemption (the Provisional
Redemption Date) if (i) the Quoted Price of the Common Stock has exceeded
150% of the conversion price in effect at such time for at least
20 Trading Days within a period of any 30 consecutive Trading Days
ending on the Trading Day prior to the date of mailing of the notice of
Provisional Redemption (the Provisional Redemption Notice Date), and
(ii) a shelf registration statement covering resales of the Notes and the
Common Stock issuable upon conversion thereof is effective and available for
use and is expected to remain effective and available for use for the
30 days following the Provisional Redemption Date, unless registration is
no longer required.  Upon any such Provisional
Redemption, the Company shall make to Holders an additional payment (the
Make-Whole Payment) with respect to the Securities called for
redemption.  The Make-Whole Payment per
$1,000 principal amount of Securities redeemed shall equal $165 less any interest
actually paid on the Securities from the date of issuance through the
Provisional Redemption Date.  The
Company may make the Make-Whole Payment, at its option, either in cash or
Common Stock (or a combination of cash and Common Stock) and shall specify the
type of consideration for the Make-Whole Payment in the redemption notice;
PROVIDED, HOWEVER, that the Companys right to exercise its election to make
the Make-Whole Payment by issuing shares of Common Stock shall be conditioned
upon: (1) the registration of such shares of Common Stock under the Securities
Act, if required; (2) any qualification of such shares of Common Stock under
the applicable state securities laws, if necessary, or the availability of an
exemption from such qualification; (3) the listing of such shares of Common Stock
on a United States national securities exchange or the quotation of such shares
of Common Stock in an inter-dealer quotation system of any registered United
States national securities association; (4) the receipt by the Trustee of an
Officers Certificate stating: (i) that the terms of the issuance of the shares
of Common Stock are in conformity with the Indenture; (ii) that the shares of
Common Stock to be issued in payment of the Make-Whole Payment in respect of
the Securities have been duly authorized and, when issued and delivered
pursuant to the terms of the Indenture in payment of the Make-Whole Payment in
respect of Securities, will be validly issued, fully paid, non-assessable and
free from preemptive rights; (iii) that the conditions in clauses (i) and (ii)
of this paragraph (4) and the conditions in paragraphs (1)  (3) above
have been satisfied in all material respects; and (iv) the number of shares of
Common Stock to be issued with respect to the Make-Whole Payment for each
$1,000 principal amount of Securities and the Quoted Price of a share of Common
Stock on each Trading  
   Day during the period the
average Quoted Price is calculated; and (5) the receipt by the Trustee of an
Opinion of Counsel stating that: (i) the shares of Common Stock to be issued in
payment of the Make-Whole Payment in respect of Securities have been duly
authorized, and when issued and delivered pursuant to the terms of the
Indenture in payment of the Make-Whole Payment in respect of Securities, will
be validly issued, fully paid and non-assessable and (ii) the shares of
Common Stock to be issued upon Provisional Redemption are not subject to any
restrictions on transfer under the Securities Act.  If the foregoing conditions are not satisfied prior to 5:00 p.m.,
New York City time, on the Business Day immediately preceding the Provisional
Redemption Date, the Company shall pay the entire Make-Whole Payment in respect
of the Securities being redeemed in cash.  Payments made in Common
Stock in accordance with Section 3.01 of the Indenture will be valued at
97% of the average of the Quoted Prices of the Common Stock for the five
consecutive Trading Days ending on the Trading Day immediately preceding the
Provisional Redemption Date.  The
Company shall make the Make-Whole Payment on all Securities called for
Provisional Redemption, including those Securities converted into Common Stock
between the Provisional Redemption Notice Date and the Provisional Redemption
Date.  The Make-Whole Payment payable
with respect to any Securities converted into Common Stock between the
Provisional Redemption Notice Date and the Provisional Redemption Date shall
not be reduced to the extent any interest has accrued on and is unpaid as of
the date on which such Securities are converted.  6.NOTICE
OF PROVISIONAL REDEMPTION  Notice of Provisional
Redemption pursuant to paragraph 5 must be mailed at least 15 days,
but not more than 60 days, before the Provisional Redemption Date to each
holder of Securities to be redeemed at his address as shown on the register
kept by the Registrar, and to beneficial owners as required by applicable
law.  Securities in denominations larger
than $1,000 may be redeemed in part, but only in integral multiples of $1,000.  On and after the Provisional Redemption
Date, interest shall cease to accrue on Securities or any portion of them
called for Provisional Redemption; PROVIDED that funds in the requisite amount
are paid or made available for payment on that date.  7.PURCHASE
UPON FUNDAMENTAL CHANGE  If a Fundamental Change
(as defined below) occurs, each holder of Securities shall have the right, at
the holders option, to require the Company to repurchase all of such holders
Securities, or any portion thereof that is an integral multiple of $1,000, on
the date (the Fundamental Change Purchase Date) selected by the Company that
is not less than 10 nor more than 30 days after the Final Surrender Date
(as defined below), at a price equal to 100% of the principal amount thereof,
plus accrued interest to the Fundamental Change Purchase Date (the Fundamental
Change Purchase Price).  
   Unless the Company shall
have theretofore called for redemption all the outstanding Securities, on or
before the 30th day after the occurrence of a Fundamental Change, the
Company is obligated to mail or cause the Trustee to mail to all holders of
record of the Securities a notice (the Fundamental Change Company Notice)
describing, among other things, the occurrence of such Fundamental Change and
of the repurchase right arising as a result thereof.  The Company must deliver a copy of the Fundamental Change Company
Notice to the Trustee and cause a copy of such notice to be published in a
newspaper of general circulation in the Borough of Manhattan, The City of New
York.  To exercise the repurchase right,
a holder of Securities must surrender, on or before the date which, subject to
any contrary requirements of applicable law, is 60 days after the date of
mailing of the Fundamental Change Company Notice (the Final Surrender Date)
the Securities with respect to which the right is being exercised, which, in
the case of definitive Securities, must be duly endorsed for transfer to the
Company.  If consideration
sufficient to pay the Fundamental Change Purchase Price of and accrued and
unpaid interest on, all Securities or portions thereof to be purchased as of
the Fundamental Change Purchase Date is deposited with the Paying Agent, then
on the Fundamental Change Purchase Date, the Holder thereof shall have no other
rights other than the right to receive the Fundamental Change Purchase Price,
together with accrued and unpaid interest up to but not including the
Fundamental Change Purchase Date, upon surrender of such Security.  The Company shall pay the
Fundamental Change Purchase Price, at its option, either in cash or Common
Stock (or a combination of cash and Common Stock) and shall specify the type of
consideration for the Fundamental Change Purchase Price in the Fundamental
Change Company Notice; PROVIDED, HOWEVER, that the Companys right to exercise
its election to repurchase Securities through the issuance of shares of Common
Stock shall be conditioned upon:  (1)
the registration of such shares of Common Stock under the Securities Act, if
required; (2) any qualification of such shares of Common Stock under the
applicable state securities laws, if necessary, or the availability of an
exemption from such qualification; (3) the listing of such shares of Common
Stock on a United States national securities exchange or the quotation of such
shares of Common Stock in an inter-dealer quotation system of any registered
United States national securities association; (4) the receipt by the Trustee
of an Officers Certificate stating: (i) that the terms of the issuance of the
shares of Common Stock are in conformity with the Indenture; (ii) that the
shares of Common Stock to be issued in payment of the Fundamental Change
Purchase Price in respect of the Securities have been duly authorized and, when
issued and delivered pursuant to the terms of the Indenture in payment of the
Fundamental Change Purchase Price in respect of Securities, will be validly
issued, fully paid, non-assessable and free from preemptive rights; (iii) that
the conditions in clauses (i) and (ii) of this paragraph (4) and the conditions
in paragraphs (1)  (3) above have been satisfied in all material
respects; and (iv) the number of shares of Common Stock to be issued for each
$1,000 principal amount of  
   Securities and the Quoted
Price of a share of Common Stock on each Trading Day during the period the
average Quoted Price is calculated; and (5) the receipt by the Trustee of an
Opinion of Counsel stating that: (i) the shares of Common Stock to be issued in
payment of the Fundamental Change Purchase Price in respect of Securities have been
duly authorized, and when issued and delivered pursuant to the terms of the
Indenture in payment of the Fundamental Change Purchase Price in respect of
Securities, will be validly issued, fully paid and non-assessable and
(ii) the shares of Common Stock to be issued upon payment of the
Fundamental Change Purchase Price are not subject to any restrictions on
transfer under the Securities Act.  If
the foregoing conditions are not satisfied prior to 5:00 p.m., New York City
time, on the Business Day immediately preceding the Fundamental Change Purchase
Date, the Company shall pay the entire Fundamental Change Purchase Price in
respect of the Securities being redeemed in cash.  Payments made in Common
Stock in accordance with Section 4.03(g) of the Indenture will be valued
at 97% of the average of the Quoted Prices of the Common Stock for the five
consecutive Trading Days ending on the Trading Day immediately preceding the
Fundamental Change Purchase Date.  The term Fundamental
Change shall mean any of the following:  (i)a
person or group (within the meaning of Sections 13(d) and 14(d)(2) of
the Securities Exchange Act of 1934, as amended) becoming the beneficial
owner (as defined in Rule 13d-3 under such Act) of Voting Shares (as
defined below) of the Company entitled to exercise more than 50% (or, in case
such person is a Principal or a Related Party, 100%), of the total voting power
of all outstanding Voting Shares of the Company (including any right to acquire
Voting Shares that are not then outstanding of which such person or group is
deemed the beneficial owner); or  (ii)a
change in the Board of Directors in which the individuals who constituted the
Board of Directors at the beginning of the two-year period immediately
preceding such change (together with any other director whose election by the
Board of Directors or whose nomination for election by the Stockholders of the
Company was approved by a vote of at least two-thirds of the directors then in
office who either were directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the directors then in office; or  (iii)any
consolidation of the Company with, or merger of the Company into, any other
Person, any merger of another Person into the Company, or any sale or transfer
of all or substantially all of the assets of the Company to another Person
(other than (a) a stock-for-stock merger, (b) a merger that does not
result in any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock, (c) a merger that is effected solely
to change the jurisdiction of incorporation of the Company, (d) any
consolidation with or merger of the Company into a wholly owned Subsidiary, or
any sale or transfer by the Company of all or substantially all of its assets
to one or more  
   of its wholly owned
Subsidiaries, in any one transaction or a series of transactions or (e) any
transaction in which the Principals and/or Related Parties have, directly or
indirectly, 50% or more of the total voting power of all shares of capital
stock of the continuing or surviving corporation or entity to which such assets
are sold or transferred, entitled to vote generally in elections of directors of
the continuing or surviving corporation immediately after the transaction;
PROVIDED, in any such case (a)-(e), that the resulting corporation or each such
subsidiary assumes or guarantees the Companys obligations under the
Securities); PROVIDED, HOWEVER, that a Fundamental Change shall not occur with
respect to any such transaction described in paragraph (i), (ii) or (iii) above
if either (x) the last sale price of the Common Stock for any five Trading
Days during the ten Trading Days immediately preceding the later of the public
announcement by the Company of such transaction or the occurrence of such
Fundamental Change is at least equal to 105% of the conversion price in effect
on such Trading Day or (y) the consideration in such transaction to the
holders of Common Stock consists of cash, securities that are, or immediately
upon issuance will be, listed on a national securities exchange or quoted on
The Nasdaq National Market, or a combination of cash and such securities, and
the aggregate fair market value of such consideration (which, in the case of
such securities, shall be equal to the average of the last sale prices of such
securities during the ten consecutive Trading Days commencing with the sixth
Trading Day following consummation of the transaction) is at least 105% of the
conversion price in effect on the date immediately preceding the closing date
of such transaction.  Principal means each of
Forstmann Little & Co. Equity Partnership  VI, L.P., Forstmann
Little & Co. Equity Partnership  VII, L.P., Forstmann
Little & Co. Subordinated Debt and Equity Management Buyout
Partnership  VII, L.P. and Forstmann Little & Co. Subordinated
Debt and Equity Management Buyout Partnership  VIII, L.P. and any of
their respective affiliates, and each Officer of the Company as of the date of
this Indenture.  Related Party means (i) any controlling
stockholder, 80% or more owned subsidiary, or immediate family member (in the
case of an individual) of any Principal, or (ii) any trust, corporation,
partnership or other entity, the Persons holding an 80% or more interest of
which consist of any one or more Principals and/or such other Persons referred
to in (ii) above.  Voting Shares is
defined to mean all outstanding shares of any class or series (however designated)
of Capital Stock entitled to vote generally in the election of members of the
Board of Directors.  8.CONVERSION  Subject to the terms of
the Indenture, Holders may surrender Securities for conversion into shares of
Common Stock at the conversion price then in effect.  The conversion right with respect to the Security or the portion
of the Security being redeemed will expire at the close of business on the date
that is two Trading Days  
   immediately preceding
such Provisional Redemption Date unless the Company defaults in making payments
due upon such Provisional Redemption Date. 
The number of shares issuable upon conversion of a Security is
determined by dividing the principal amount to be converted by the conversion
price in effect on the conversion date, and rounding the result to the nearest
1/l00th of a share, with 500/1,000 of a share to be rounded up.  Upon conversion, no payment or adjustment
for accrued interest on a converted Security (other than the payment of
interest to the Holder of a Security at the close of business on a record date
pursuant to paragraph 2 hereof) or for dividends or distributions on the
Common Stock will be made.  The Company
will deliver a check for the current market value of such fractional shares
rounded down to the nearest cent based on the current market price of the
Common Stock.  A Security which a Holder
has delivered for repurchase upon a Fundamental Change may no longer be
converted.  No adjustment in the
conversion price will be required unless such adjustment would require a change
of at least 1% in the conversion price then in effect; PROVIDED that any
adjustment that would otherwise be required to be made shall be earned forward
and taken into account in any subsequent adjustment.  The Company from time to time may voluntarily reduce the
conversion price for a period of at least 20 days.  The initial conversion
price is $25.50 per share of Common Stock, subject to adjustment in certain
events described in the Indenture.  No
adjustment in the conversion price will be required unless such adjustment
would require a change of at least 1% in the conversion price then in effect;
PROVIDED that any adjustment that would otherwise be required to be made shall
be carried forward and taken into account in any subsequent adjustment.  The Company from time to time may
voluntarily reduce the conversion price for a period of at least 20 days.  To convert a Security, a
holder must (1) complete and sign the conversion notice on the reverse of
the Security, (2) surrender the Security to the Conversion Agent,
(3) furnish the appropriate endorsements and transfer documents if
required by the Registrar or Conversion Agent, and (4) pay any tax or duty
which may be payable in respect of any transfer involving the issue or delivery
of Common Stock in the name of a Person other than the Holder thereof.  In the case of Global Securities, conversion
notices may be delivered and such Securities may be surrendered for conversion
by book-entry transfer to the Conversion Agent, which will initially be the
Trustee, through the facilities of DTC and in accordance with the Applicable
Procedures as in effect from time to time. 
A holder may convert a portion of a Security if the portion is $1,000 or
an integral multiple of $1,000.  If the Company is a party
to a consolidation or merger, or a transfer or a lease of all or substantially
all of its assets or a merger which reclassifies or changes its outstanding
Common Stock, the right to convert a Security into Common Stock may be changed
into a right to convert it into securities, cash or other assets of the Company
or another person.  
   9.SUBORDINATION  The Securities are
subordinated in right of payment to Senior Indebtedness, which is defined in
the Indenture.  To the extent provided
in the Indenture, Senior Indebtedness must be paid before the Securities may be
paid.  The Company agrees, and each
Securityholder by accepting a Security agrees, to the subordination provisions
contained in the Indenture and authorizes the Trustee to give effect to such
provisions, and each Securityholder appoints the Trustee his attorney-in-fact
for any and all such purposes.  10.DENOMINATIONS,
TRANSFER, EXCHANGE  The Securities are in
registered form without coupons in denominations of $1,000 and integral multiples
of $1,000.  A Holder may register the
transfer of or exchange Securities in accordance with the Indenture.  The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay any taxes or other governmental charges that may be imposed in relation
thereto by law or permitted by the Indenture.  In the event of a deposit
or withdrawal of an interest in this Security, including an exchange, transfer,
redemption, repurchase or conversion of this Security in part only, the
Trustee, as custodian of the Depositary, shall make an adjustment on its
records to reflect such deposit or withdrawal in accordance with the Applicable
Procedures.(4)  11.AMENDMENT,
SUPPLEMENT, WAIVER  Subject to certain exceptions,
the Indenture or the Securities may be amended or supplemented, with the
consent of the Company and the Holders of a majority in aggregate principal
amount of the Securities at the time outstanding, and any existing default may
be waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities at the time outstanding.  Without the consent of any Securityholder, the Indenture or the
Securities may be amended, inter alia, to cure any ambiguity, defect
or inconsistency, to provide for assumption of Company obligations to
Securityholders in the case of a merger or acquisition, or to make any change
that does not materially adversely affect the rights of any Securityholder.  12.DEFAULTS
AND REMEDIES  An Event of Default is
default in the payment of interest on any Security that continues for
30 days, whether or not such payment is prohibited or restricted by the
subordination provisions of the Indenture; default in payment of principal of
or premium, if any, on any Security when due and payable, whether or not such
payment is prohibited or restricted by the subordination provisions of the
Indenture; default in payment of the  
 (4)This
paragraph should only be included if the Security is a Global Security.  
   Fundamental Change
Purchase Price to be paid upon a purchase at the option of the Holder pursuant
to paragraph 7; default in the performance of any other of the covenants
or agreements of the Company in the Indenture that continues for 60 days
after written notice to it by the Trustee or holders of at least 25% aggregate
principal amount of Securities at the time outstanding; failure to make any
payment when due, including any applicable grace period in respect of
indebtedness of the Company if such payment exceeds $20,000,000 or acceleration
of payments with respect to indebtedness of the Company in excess of
$20,000,000; and certain events of bankruptcy or insolvency.  If an Event of Default occurs and is
continuing, the Trustee or the holders of at least 25% in aggregate principal
amount of the Securities at the time outstanding may declare the principal of,
and accrued interest on, all the Securities to be due and payable
immediately.  If the Event of Default
relates to bankruptcy, insolvency, or reorganization, the Securities shall
become due and payable immediately upon the occurrence of such Events of
Default, subject to applicable law.  Securityholders may not
enforce the Indenture or the Securities except as provided in the
Indenture.  The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the
Securities.  Subject to certain
limitations, Holders of a majority in aggregate principal amount of the
Securities may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from
Securityholders notice of any continuing default (except a default in payment
of principal or premium, if any, or interest) if it determines that withholding
notice is in their interests.  The
Company must furnish an annual compliance certificate to the Trustee.  13.TRUSTEE
DEALINGS WITH COMPANY  The Trustee and any agent
under the Indenture, in its individual or any other capacity, may make loans
to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it
were not Trustee or agent.  14.NO
RECOURSE AGAINST OTHERS  A director, officer,
employee or stockholder, as such, of the Company shall have no liability for
any obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of, such obligations or their
creation.  Each Holder by accepting a
Security waives and releases all such liability.  The waiver and release are part of the consideration for the
issue of the Securities.  15.AUTHENTICATION  This Security shall not
be valid until authenticated by the manual signature of the Trustee or an
authenticating agent on the face hereof.  
   16.ABBREVIATIONS  Customary abbreviations
may be used in the name of a Securityholder or an assignee, such as but not
limited to:  TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).  17.CUSIP
NUMBERS  Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures the Company has caused CUSIP numbers to be printed on the Securities
and has directed the Trustee to use CUSIP numbers in notices of redemption as a
convenience to Securityholders.  No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption.  18.GOVERNING
LAW  THE LAWS OF THE STATE OF
NEW YORK SHALL GOVERN THIS INDENTURE AND THE SECURITIES WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.  THE COMPANY WILL FURNISH
TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE
INDENTURE.  IT ALSO WILL FURNISH THE
TEXT OF THIS SECURITY IN LARGER TYPE. 
REQUESTS MAY BE MADE TO:  CITADEL
BROADCASTING CORPORATION, CITY CENTER WEST, SUITE 400, 7201 WEST LAKE MEAD
BOULEVARD, LAS VEGAS, NEVADA 89128, ATTENTION: SECRETARY.  
   CONVERSION NOTICE  To:  Citadel Broadcasting Corporation  The undersigned owner of
this Security hereby irrevocably exercises the option to convert this Security,
or the portion hereof (which is $1,000 or an integral multiple thereof) below
designated, into shares of Citadel Broadcasting Corporation Common Stock in
accordance with the terms of the Indenture referred to in this Security, and
directs that the shares issuable and deliverable upon conversion, together with
any check in payment for fractional shares and any Securities representing any
unconverted principal amount hereof, be issued and delivered to the registered
holder hereof unless a different name has been indicated below.  If shares are to be issued in the name of a
Person other than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto.  To convert this Security
into Citadel Broadcasting Corporation Common Stock of the Company, check the
box:o  To convert only part of
this Security, state the amount (must be $1,000 or any whole multiple thereof): 
$               .  If you want the stock
certificate made out in another Persons name, fill in the form below:  (Insert other Persons social security or
  tax identification number)(Print or type other Persons name, address
  and zip code)  Date:
  
  
  Your Signature:(Sign exactly as your name appears
   on the face of this Security)Signature Guaranteed:  
   PURCHASE NOTICE  (1)Pursuant
to Article 4 of the Indenture and paragraph 7 of the Securities, the
undersigned hereby elects to have this Security, certificate number
           , repurchased
by the Company as of the Fundamental Change Purchase Date.  (2)The
undersigned hereby directs the Trustee or the Company to pay it or
                  
an amount in cash or, at the Companys election, Common Stock valued as set
forth in the Indenture, equal to 100% of the principal amount to be repurchased
(less any cash payments) (as set forth below), or a combination of cash and
Common Stock, plus interest accrued to, but excluding, the Fundamental Change
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 GuaranteedPrincipal 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):  NOTICE: The signature to
the foregoing election must correspond to the Name as written upon the face of
this Security in every particular, without alteration or any change whatsoever.  
   ASSIGNMENT FORM  To assign this Security
or, in the event of conversion, shares of Citadel Broadcasting Corporation
Common Stock, fill in the form below:  I or we assign and
transfer this Security, or         shares of
Citadel Broadcasting Corporation Common Stock, to  (Insert assignees social security or tax
  identification number)(Print or type other assignees name,
  address and zip code)  and irrevocably appoint
                             
agent to transfer this Security on the books of the Company.  The agent may substitute another to act for
him.  Date:
  
  
  Your Signature:(Sign exactly as your name appears
   on the face of this Security)Signature Guaranteed:  
   SCHEDULE OF EXCHANGES OF
SECURITIES(5)  The following exchanges,
redemptions, repurchases or conversions of a part of this Global Security have
been made:  Principal Amount of this
  Global Security
  Following Such
  Decrease (or Increase)
  Date of Exchange
  
  Authorized
  Signatory of
  Trustee Custodian
  
  Amount of
  Decrease in
  Principal Amount of this
  Global Security
  
  Amount of
  Increase in
  Principal Amount of this
  Global Security  
 (5)This
schedule should be included if the Security is a Global Security.  
   CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
REGISTRATION
OR TRANSFER OF TRANSFER RESTRICTED SECURITIES(6)  Re:1.875%
Convertible Subordinated Notes due 2011 (the Securities) of Citadel
Broadcasting Corporation.  This certificate relates
to
$                  
principal amount of Securities owned in (check applicable box)  o
book-entry or o definitive form
by
                                  
(the Transferor).  The Transferor has
requested a Registrar or the Trustee to exchange or register the transfer of
such Securities.  In connection with such
request and in respect of each such Security, the Transferor does hereby
certify that the Transferor is familiar with transfer restrictions relating to
the Securities as provided in Section 2.05 of the Indenture dated as of
February 
18, 2004 between Citadel Broadcasting Corporation and The Bank of New York, as
Trustee, (the Indenture), and the transfer of such Security is being made
pursuant to an effective registration statement under the Securities Act of
1933, as amended (the Securities Act) (check applicable box) or the transfer
or exchange, as the case may be, of such Security does not require registration
under the Securities Act because (check applicable box):  oSuch
Security is being transferred pursuant to an effective registration statement
under the Securities Act.  oSuch
Security is being acquired for the Transferors own account, without transfer.  oSuch
Security is being transferred to the Company or a Subsidiary (as defined in the
Indenture).  oSuch
Security is being transferred to a person the Transferor reasonably believes is
a qualified institutional buyer (as defined in Rule 144A or any
successor provision thereto (Rule 144A) under the Securities Act) that
is purchasing for its own account or for the account of a qualified institutional
buyer, in each case to whom notice has been given that the transfer is being
made in reliance on such Rule 144A, and in each case in reliance on
Rule 144A.  
 (6)This
certificate should only be included if this Security is a Transfer Restricted
Security.  
    oSuch
Security is being transferred pursuant to and in compliance with an exemption
from the registration requirements under the Securities Act in accordance with
Rule 144 (or any successor thereto) (Rule 144) under the Securities
Act.  oSuch
Security is being transferred pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act (other than an
exemption referred to above) and as a result of which such Security will, upon
such transfer, cease to be a restricted security within the meaning of
Rule 144 under the Securities Act.  The Transferor
acknowledges and agrees that, if the transferee will hold any such Securities
in the form of beneficial interests in a global Security that is a restricted
security within the meaning of Rule 144 under the Securities Act, then
such transfer can only be made pursuant to Rule 144A under the Securities
Act and such transferee must be a qualified institutional buyer (as defined
in Rule 144A).  Date:(Insert Name of Transferor)  
   CROSS-REFERENCE TABLE  Trust Indenture
  Act Section
  
  Indenture
  Section310
  (a)
  (1)
  8.10(a)
  (2)
  8.10(a)
  (3)
  N.A.(a)
  (4)
  N.A.(a)
  (5)
  8.10(b)
  
  8.10(c)
  
  N.A.311
  (a)
  
  8.11(b)
  
  8.11(c)
  
  N.A.312
  (a)
  
  N.A(b)
  
  13.03(c)
  
  13.03313
  (a)
  
  8.06(b)
  (1)
  N.A.(b)
  (2)
  8.06(c)
  
  8.06(d)
  
  8.06314
  (a)
  
  5.03(b)
  
  N.A.(c)
  (1)
  N.A.(c)
  (2)
  N.A.(c)
  (3)
  N.A.(d)
  
  N.A.(e)
  
  N.A.(f)
  
  N.A.315
  (a)
  
  N.A.(b)
  
  8.05(c)
  
  N.A.(d)
  
  N.A.(e)
  
  N.A.316
  (a)
  (last sentence)
  N.A.(a)
  (1)(A)
  7.05(a)
  (1)(B)
  7.04(a)
  (2)
  N.A.  
   Trust Indenture
  Act Section
  
  Indenture
  Section(b)
  
  N.A.(c)
  
  N.A.317
  (a)
  (1)
  N.A.(a)
  (2)
  N.A.(b)
  
  N.A.318
  (a)
  
  N.A.  N.A. means Not Applicable.  NOTE:This Cross-Reference Table shall not, for any purpose, be deemed
to be a part of the Indenture