<PAGE>
                                                                     EXHIBIT 4.1


                           ANIXTER INTERNATIONAL INC.

                          Zero Coupon Convertible Notes
                                    due 2033
                                  $378,135,000




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



                                    INDENTURE

                             Dated December __, 2004



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



                              THE BANK OF NEW YORK

                                     TRUSTEE



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




<PAGE>




                             CROSS REFERENCE TABLE*
<TABLE>
<S>                                                                            <C>
TIA Section........................................................               Indenture Section
310   (a)(1).......................................................                     N.A.
      (a)(2).......................................................                     N.A.
      (a)(3).......................................................                     N.A.
      (a)(4).......................................................                     N.A.
      (b)..........................................................                      N.A
      (c)..........................................................                     N.A.
311   (a)..........................................................                     N.A.
      (b)..........................................................                     N.A.
      (c)..........................................................                     N.A.
312   (a)..........................................................                     2.05
      (b)..........................................................                     12.03
      (c)..........................................................                     12.03
313   (a)..........................................................                     N.A.
      (b)(1).......................................................                     N.A.
      (b)(2).......................................................                     N.A.
      (c)..........................................................                     12.02
      (d)..........................................................                     N.A.
314   (a)..........................................................                  4.02; 4.03
      (b)..........................................................                     N.A.
      (c)(1).......................................................                     12.04
      (c)(2).......................................................                     12.04
      (c)(3).......................................................                     N.A.
      (d)..........................................................                     N.A.
      (e)..........................................................                     12.05
      (f)..........................................................                     N.A.
315   (a)..........................................................                     7.01
      (b)..........................................................                     7.05
      (c)..........................................................                     7.01
      (d)(1).......................................................                     7.01
        (d)(2).....................................................                     7.01
        (d)(3).....................................................                     7.01
      (e)..........................................................                     6.11
316   (a) (last sentence)..........................................                     2.08
      (a)(1)(A)....................................................                     6.05
      (a)(1)(B)....................................................                     6.04
      (a)(2).......................................................                     N.A.
      (b)..........................................................                     6.07
317   (a)(1).......................................................                     6.08
      (a)(2).......................................................                     6.09
      (b)..........................................................                     2.04
318   (a)..........................................................                     12.01
</TABLE>
                           N.A. means Not Applicable.
----------------
* Note: This Cross Reference Table shall not, for any purpose, be deemed to be
part of the Indenture.


<PAGE>


                               TABLE OF CONTENTS*
<TABLE>
<CAPTION>
                                                                                                               Page
                                                ARTICLE 1
                               DEFINITIONS AND INCORPORATION BY REFERENCE
<S>                       <C>                                                                                <C>
SECTION 1.01.              Definitions...........................................................................1
SECTION 1.02.              Other Definitions.....................................................................5
SECTION 1.03.              Incorporation by Reference of Trust Indenture Act.....................................6
SECTION 1.04.              Rules of Construction.................................................................6
SECTION 1.05.              Acts of
Holders.......................................................................6

                                                ARTICLE 2
                                             THE SECURITIES

SECTION 2.01.              Form and Dating.......................................................................8
SECTION 2.02.              Execution and Authentication..........................................................9
SECTION 2.03.              Registrar, Paying Agent, Conversion Agent and Bid Solicitation Agent..................9
SECTION 2.04.              Paying Agent to Hold Money and Securities in Trust...................................10
SECTION 2.05.              Securityholder Lists.................................................................10
SECTION 2.06.              Transfer and Conversion..............................................................11
SECTION 2.07.              Replacement Securities...............................................................11
SECTION 2.08.              Outstanding Securities; Determinations of Holders' Action............................12
SECTION 2.09.              Temporary Securities.................................................................13
SECTION 2.10.              Cancellation.........................................................................13
SECTION 2.11.              Persons Deemed Owners................................................................14
SECTION 2.12.              Global Securities....................................................................14
SECTION 2.13.              CUSIP Numbers........................................................................15

                                                ARTICLE 3
                                         REDEMPTION AND PURCHASES

SECTION 3.01.              Right to Redeem; Notices to Trustee..................................................16
SECTION 3.02.              Selection of Securities to Be Redeemed...............................................16
SECTION 3.03.              Notice of Redemption.................................................................17
SECTION 3.04.              Effect of Notice of Redemption.......................................................18
SECTION 3.05.              Deposit of Redemption Price..........................................................18
SECTION 3.06.              Securities Redeemed in Part..........................................................18
SECTION 3.07.              Conversion Arrangement on Call for Redemption........................................18
SECTION 3.08.              Purchase of Securities at Option of the Holder.......................................19
SECTION 3.09.              Purchase of Securities at Option of the Holder upon Change in Control................21
SECTION 3.10.              Effect of Purchase Notice or Change in Control Purchase Notice.......................24
SECTION 3.11.              Deposit of Purchase Price or Change in Control Purchase Price........................25
</TABLE>

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

                                       i

<PAGE>


<TABLE>
<S>                        <C>                                                                               <C>
SECTION 3.12.              Securities Purchased in Part.........................................................26
SECTION 3.13.              Covenant to Comply With Securities Laws Upon Purchase of Securities..................26
SECTION 3.14.              Repayment to the Company.............................................................26

                                                ARTICLE 4
                                                COVENANTS

SECTION 4.01.              Payment of Securities................................................................27
SECTION 4.02.              SEC and Other Reports................................................................27
SECTION 4.03.              Compliance Certificate...............................................................28
SECTION 4.04.              Further Instruments and Acts.........................................................28
SECTION 4.05.              Maintenance of Office or Agency......................................................28
SECTION 4.06.              Calculation of Tax Original Issue Discount...........................................28

                                                ARTICLE 5
                                          SUCCESSOR CORPORATION

SECTION 5.01.              Company May Consolidate, etc. Only on Certain Terms..................................29
SECTION 5.02.              Successor Corporation Substituted....................................................30

                                                ARTICLE 6
                                          DEFAULTS AND REMEDIES

SECTION 6.01.              Events of Default....................................................................30
SECTION 6.02.              Acceleration.........................................................................32
SECTION 6.03.              Other Remedies.......................................................................33
SECTION 6.04.              Waiver of Past Defaults..............................................................33
SECTION 6.05.              Control by Majority..................................................................33
SECTION 6.06.              Limitation on Suits..................................................................33
SECTION 6.07.              Rights of Holders to Receive Payment.................................................34
SECTION 6.08.              Collection Suit by Trustee...........................................................34
SECTION 6.09.              Trustee May File Proofs of Claim.....................................................34
SECTION 6.10.              Priorities...........................................................................35
SECTION 6.11.              Undertaking for Costs................................................................36
SECTION 6.12.              Waiver of Stay, Extension or Usury Laws..............................................36

                                                ARTICLE 7
                                                 TRUSTEE

SECTION 7.01.              Duties of Trustee....................................................................36
SECTION 7.02.              Rights of Trustee....................................................................37
SECTION 7.03.              Individual Rights of Trustee.........................................................39
SECTION 7.04.              Trustee's Disclaimer.................................................................39
SECTION 7.05.              Notice of Defaults...................................................................39
SECTION 7.06.              Reports by Trustee to Holders........................................................39
SECTION 7.07.              Compensation and Indemnity...........................................................40
SECTION 7.08.              Replacement of Trustee...............................................................41
</TABLE>

                                       ii


<PAGE>



<TABLE>
<S>                        <C>                                                                                <C>
SECTION 7.09.              Successor Trustee by Merger..........................................................42
SECTION 7.10.              Eligibility; Disqualification........................................................42

                                                ARTICLE 8
                                        DISCHARGE OF INDENTURE

SECTION 8.01.              Discharge of Liability on Securities.................................................42
SECTION 8.02.              Repayment to the Company.............................................................42

                                                ARTICLE 9
                                               AMENDMENTS

SECTION 9.01.              Without Consent of Holders...........................................................43
SECTION 9.02.              With Consent of Holders..............................................................43
SECTION 9.03.              Compliance with Trust Indenture Act..................................................44
SECTION 9.04.              Revocation and Effect of Consents, Waivers and Actions...............................44
SECTION 9.05.              Notation on or Exchange of Securities................................................45
SECTION 9.06.              Trustee to Sign Supplemental Indentures..............................................45
SECTION 9.07.              Effect of Supplemental Indentures....................................................45

                                                ARTICLE 10
                                                CONVERSION

SECTION 10.01.             Conversion Privilege.................................................................45
SECTION 10.02.             Conversion Procedure.................................................................46
SECTION 10.03.             Fractional Shares....................................................................48
SECTION 10.04.             Taxes on Conversion..................................................................48
SECTION 10.05.             Company to Provide Stock.............................................................48
SECTION 10.06.             Adjustment for Change In Capital Stock...............................................48
SECTION 10.07.             Adjustment for Rights Issue..........................................................49
SECTION 10.08.             Adjustment for Other Distributions...................................................50
SECTION 10.09.             When Adjustment May Be Deferred......................................................53
SECTION 10.10.             When No Adjustment Required..........................................................53
SECTION 10.11.             Notice of Adjustment.................................................................54
SECTION 10.12.             Voluntary Increase...................................................................54
SECTION 10.13.             Notice of Certain Transactions.......................................................54
SECTION 10.14.             Reorganization of Company; Special Distributions.....................................55
SECTION 10.15.             Company Determination Final..........................................................56
SECTION 10.16.             Trustee's Adjustment Disclaimer......................................................56
SECTION 10.17.             Simultaneous Adjustments.............................................................56
SECTION 10.18.             Successive Adjustments...............................................................56
SECTION 10.19.             Rights Issued in Respect of Common Stock Issued Upon Conversion......................56

                                                ARTICLE 11
                                           PAYMENT OF INTEREST

SECTION 11.01.             Interest Payments....................................................................57
</TABLE>
                                       iii

<PAGE>



<TABLE>
<S>                        <C>                                                                               <C>
SECTION 11.02.             Defaulted Interest...................................................................57
SECTION 11.03.             Interest Rights Preserved............................................................58

                                                ARTICLE 12
                                              MISCELLANEOUS

SECTION 12.01.             Trust Indenture Act Controls.........................................................58
SECTION 12.02.             Notices; Address of Agency...........................................................59
SECTION 12.03.             Communication by Holders with Other Holders..........................................59
SECTION 12.04.             Certificate and Opinion as to Conditions Precedent...................................60
SECTION 12.05.             Statements Required in Certificate or Opinion........................................60
SECTION 12.06.             Separability Clause..................................................................60
SECTION 12.07.             Rules by Trustee, Paying Agent, Conversion Agent and Registrar.......................60
SECTION 12.08.             Calculations.........................................................................61
SECTION 12.09.             Legal Holidays.......................................................................61
SECTION 12.10.             Governing Law........................................................................61
SECTION 12.11.             No Recourse Against Others...........................................................61
SECTION 12.12.             Successors...........................................................................61
SECTION 12.13.             Multiple Originals...................................................................61
LIST OF EXHIBITS
Exhibit A.........Form of Global Security
Exhibit B.........Projected Payment Schedule
</TABLE>

                                       iv
<PAGE>
                  INDENTURE dated as of December __, 2004 between Anixter
International Inc., a Delaware corporation (the "Company"), and The Bank of New
York, a New York banking corporation (the "Trustee").

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's Zero
Coupon Convertible Notes due 2033 (the "Securities"):

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.01.     Definitions.


                  "Affiliate" of any specified person means any other person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified person. For the purposes of this definition,
"control" when used with respect to any specified person means the power to
direct or cause the direction of the management and policies of such person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

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

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

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

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

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

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



<PAGE>





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

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

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

                  "Global Securities" means Securities that are in the form of
the Securities attached hereto as Exhibit A.

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

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

                  "Initial Accreted Principal Amount" of any Security means, in
connection with the initial issuance of such Security, the accreted principal
amount of such Security as of its initial issuance, as set forth on the face of
the Security.

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

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

                  "Issue Price" means, with respect to any Security, the initial
price at which the LYONs exchanged for such Security were originally sold on
July 7, 2003.

                  "LYONs" mean Liquid Yield Option Notes due 2033 for which the
Securities were exchanged.

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

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




                                       2
<PAGE>





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

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

                  "Original Issue Discount" means original issue discount, as
determined for United States federal income tax purposes, attributable to the
Securities and the LYONs.

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

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

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

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

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

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

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

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

                                       3

<PAGE>





                  "SEC" means the Securities and Exchange Commission.

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

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

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

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

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

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

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

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

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


                                       4
<PAGE>





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

                  SECTION 1.02.     Other Definitions.

<TABLE>
<CAPTION>

                  Term                                                                   Defined in Section
                  -----                                                                  -------------------
<S>                                                                                      <C>
                  "Act"                                                                             1.05(a)
                  "Agent Members"                                                                   2.12(e)
                  "Average Sale Price"                                                             10.01
                  "Bankruptcy Law"                                                                  6.01
                  "beneficial owner"                                                                3.09(a)
                  "Bid Solicitation Agent"                                                          2.03
                  "cash"                                                                            3.08(b)
                  "Change in Control"                                                               3.09(a)
                  "Change in Control Purchase Date"                                                 3.09(a)
                  "Change in Control Purchase Notice"                                               3.09(c)
                  "Change in Control Purchase Price"                                                3.09(a)
                  "Company Notice"                                                                  3.08(e)
                  "Company Notice Date"                                                             3.08(c)
                  "Conversion Agent"                                                                2.03
                  "Conversion Date"                                                                10.02
                  "Conversion Rate"                                                                10.01
                  "Custodian"                                                                       6.01
                  "Defaulted Interest"                                                             11.02
                  "Depositary"                                                                      2.01(a)
                  "DTC"                                                                             2.01(a)
                  "Event of Default"                                                                6.01
                  "Exchange Act"                                                                    2.12(b)(1)
                  "Ex-Dividend Date"                                                               10.08(b)
                  "Ex-Dividend Measurement Period"                                                 10.08(a)
                  "Ex-Dividend Time"                                                               10.01
                  "Extraordinary Cash Dividend"                                                    10.08(a)
                  "Legal Holiday"                                                                  12.09
                  "noncontingent bond method"                                                       4.06
                  "Notice of Default"                                                               6.01
                  "Paying Agent"                                                                    2.03
                  "Post-Distribution Price"                                                        10.08(b)
                  "Protected Purchaser"                                                             2.07(a)
                  "Purchase Notice"                                                                 3.08(a)
                  "Registrar"                                                                       2.03
                  "Relevant Cash Dividends"                                                        10.08(a)
                  "Rights"                                                                         10.19


</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>

                  Term                                                                   Defined in Section
                  -----                                                                  -------------------
<S>                                                                                      <C>
                  "Rights Agreement"                                                               10.19
                  "Special Record Date"                                                            11.02
                  "Time of Determination"                                                          10.01

</TABLE>

                  SECTION 1.03.     Incorporation by Reference of Trust
Indenture Act.

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

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" on the indenture securities means the Company.

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

                  SECTION 1.04.     Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (3) "or" is not exclusive;

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

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

                  SECTION 1.05.     Acts of Holders.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and



                                       6
<PAGE>





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

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

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

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

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




                                       7
<PAGE>





                                    ARTICLE 2

                                 THE SECURITIES

                  SECTION 2.01.     Form and Dating.

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

                  (a) Certificated Securities. Except as provided in this
Section 2.12 hereof, owners of beneficial interests in Global Securities will
not be entitled to receive physical delivery of Securities in definitive form.

                  (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 Principal Amount at
Maturity of outstanding Securities from time to time endorsed thereon and that
the aggregate Principal Amount at Maturity of outstanding Securities represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges, redemptions and conversions.

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

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

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

         "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
         ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
         IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
         COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
         ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF




                                       8
<PAGE>





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

                  SECTION 2.02.     Execution and Authentication.

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

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

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

                  Subject to the terms of Section 12.04 and 12.05 hereof, the
Trustee shall authenticate and deliver Securities for original issue in an
aggregate Principal Amount at Maturity of up to $378,135,000 (subject to Section
2.07 hereof) upon a Company Order without any further action by the Company. The
aggregate Principal Amount at Maturity of Securities outstanding at any time may
not exceed the amount set forth in the foregoing sentence, except as provided in
Section 2.07 hereof.

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

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

                  The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for exchange for
other Securities ("Registrar"), an office or agency where Securities may be
presented for purchase or payment ("Paying Agent") and an office or agency where
Securities may be presented for conversion into Common Stock ("Conversion
Agent"). The Company shall also appoint a bid solicitation agent (the "Bid


                                       9
<PAGE>





Solicitation Agent") to act pursuant to Paragraph 5 of the Securities. The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may have one or more co-registrars, one or more additional
paying agents and one or more additional conversion agents. The term Paying
Agent includes any additional paying agent, including any named pursuant to
Section 4.05 hereof. The term Conversion Agent includes any additional
conversion agent, including any named pursuant to Section 4.05 hereof.

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

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

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

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

                  SECTION 2.05.     Securityholder Lists.

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


                                       10
<PAGE>





                  SECTION 2.06.     Transfer and Conversion.

                  Subject to Section 2.12 hereof,

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

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

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

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

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

                  SECTION 2.07.     Replacement Securities.

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


                                       11
<PAGE>





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

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

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

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

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

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

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

                  (c) If the Paying Agent holds, in accordance with this
Indenture, on a Redemption Date, or on the Business Day following the Purchase
Date or a Change in Control Purchase Date, or on Stated Maturity, money or
securities, if permitted hereunder, sufficient to pay Securities payable on that
date, then immediately after such Redemption Date, Purchase Date, Change in
Control Purchase Date or Stated Maturity, as the case may be, such Securities
shall cease to be outstanding and Issue Discount and interest (including
contingent interest), if




                                       12
<PAGE>





any, on such Securities shall cease to accrue whether or not the Security is
delivered to the Paying Agent; provided, that if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture.

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

                  SECTION 2.09.     Temporary Securities.

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

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

                  SECTION 2.10.     Cancellation.

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





                                       13
<PAGE>





                  SECTION 2.11.     Persons Deemed Owners.

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

                  SECTION 2.12.     Global Securities.

                  (a) Notwithstanding any other provisions of this Indenture or
the Securities, transfers of a Global Security, in whole or in part, shall be
made only in accordance with Section 2.06 and Section 2.12(a) hereof. A Global
Security may not be transferred, in whole or in part, to any Person other than
the Depositary or a nominee or any successor thereof, and no such transfer to
any such other Person may be registered; provided that this clause (a) shall not
prohibit any transfer of a Security that is issued in exchange for a Global
Security but is not itself a Global Security. No transfer of a Security to any
Person shall be effective under this Indenture or the Securities unless and
until such Security has been registered in the name of such Person. As used in
this paragraph, the term "transfer" encompasses any sale, pledge, transfer,
hypothecation or other disposition of any Security.

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

                           (1) Notwithstanding any other provisions of this
         Indenture or the Securities, except as provided in Section 2.12(a), a
         Global Security shall not be exchanged in whole or in part for a
         Security registered in the name of any Person other than the Depositary
         or one or more nominees thereof, provided that a Global Security may be
         exchanged for Securities registered in the names of any person
         designated by the Depositary in the event that (i) the Depositary has
         notified the Company that it is unwilling or unable to continue as
         Depositary for such Global Security or such Depositary has ceased to be
         a "clearing agency" registered under the Securities Exchange Act of
         1934 (the "Exchange Act"), and a successor Depositary is not appointed
         by the Company within 90 days, (ii) the Company decides to discontinue
         use of the system of book-entry transfer through DTC (or any successor
         depositary); or (iii) an Event of Default has occurred and is
         continuing with respect to the Securities. Any Global Security
         exchanged pursuant to clause (i) or (ii) above shall be so exchanged in
         whole and not in part, and any Global Security exchanged pursuant to
         clause (iii) above may be exchanged in whole or from time to time in
         part as directed by the Depositary. Any Security issued in exchange for
         a Global Security or any portion thereof shall be a Global Security;
         provided that any such Security so issued that is registered in the
         name of a Person other than the Depositary or a nominee thereof shall
         not be a Global Security.




                                       14
<PAGE>





                           (2) Securities issued in exchange for a Global
         Security or any portion thereof shall be issued in definitive, fully
         registered form, without interest coupons, shall have an aggregate
         Principal Amount at Maturity equal to that of such Global Security or
         portion thereof to be so exchanged, shall be registered in such names
         and be in such authorized denominations as the Depositary shall
         designate and shall bear the applicable legends provided for herein.
         Any Global Security to be exchanged in whole shall be surrendered by
         the Depositary to the Trustee, as Registrar. With regard to any Global
         Security to be exchanged in part, either such Global Security shall be
         so surrendered for exchange or, if the Trustee is acting as custodian
         for the Depositary or its nominee with respect to such Global Security,
         the Principal Amount at Maturity thereof shall be reduced, by an amount
         equal to the portion thereof to be so exchanged, by means of an
         appropriate adjustment made on the records of the Trustee. Upon any
         such surrender or adjustment, the Trustee shall authenticate and
         deliver the Security issuable on such exchange to or upon the order of
         the Depositary or an authorized representative thereof.

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

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

                           (5) Neither any members of, or participants in, the
         Depositary (collectively, the "Agent Members") nor any other Persons on
         whose behalf Agent Members may act shall have any rights under this
         Indenture with respect to any Global Security registered in the name of
         the Depositary or any nominee thereof, or under any such Global
         Security, and the Depositary or such nominee, as the case may be, may
         be treated by the Company, the Trustee and any agent of the Company or
         the Trustee as the absolute owner and holder of such Global Security
         for all purposes whatsoever. Notwithstanding the foregoing, nothing
         herein shall prevent the Company, the Trustee or any agent of the
         Company or the Trustee from giving effect to any written certification,
         proxy or other authorization furnished by the Depositary or such
         nominee, as the case may be, or impair, as between the Depositary, its
         Agent Members and any other person on whose behalf an Agent Member may
         act, the operation of customary practices of such Persons governing the
         exercise of the rights of a holder of any Security.

                  SECTION 2.13.     CUSIP Numbers.

                  The Company in issuing the Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a



                                       15





<PAGE>




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

                                    ARTICLE 3

                            REDEMPTION AND PURCHASES

                  SECTION 3.01.     Right to Redeem; Notices to Trustee.

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

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

                  SECTION 3.02.     Selection of Securities to Be Redeemed.

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

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

                  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.


                                       16


<PAGE>





                  SECTION 3.03.     Notice of Redemption.

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

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

                           (1)      the Redemption Date;

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

                           (3)      the Conversion Rate;

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

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

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

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

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

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

                           (10)     the CUSIP number of the Securities.

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



                                       17

<PAGE>

                  SECTION 3.04.     Effect of Notice of Redemption.

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

                  SECTION 3.05.     Deposit of Redemption Price.

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

                  SECTION 3.06.     Securities Redeemed in Part.

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

                  SECTION 3.07.     Conversion Arrangement on Call for
Redemption.

                  In connection with any redemption of Securities, the Company
may arrange for the purchase and conversion of any Securities called for
redemption by an agreement with one or more investment banks or other purchasers
to purchase such Securities by paying to the Trustee in trust for the
Securityholders, on or prior to 10:00 a.m. New York City time on the Redemption
Date, an amount that, together with any amounts deposited with the Trustee by
the Company for the redemption of such Securities, is not less than the
Redemption Price of, and any accrued and unpaid contingent interest with respect
to, such Securities. Notwithstanding anything to the contrary contained in this
Article 3, the obligation of the Company to pay the Redemption Prices of such
Securities shall be deemed to be satisfied and discharged to the extent such
amount is so paid by such purchasers. If such an agreement is entered into, any
Securities not duly surrendered for conversion by the Holders thereof may, at
the option of the Company, be deemed, to the fullest extent permitted by law,
acquired by such purchasers from such Holders and (notwithstanding anything to
the contrary contained in Article 10 hereof) surrendered by such purchasers for
conversion, all as of immediately prior to the close of business on the Business
Day prior to the Redemption Date, subject to payment of the above amount as


                                       18

<PAGE>





aforesaid. The Trustee shall hold and pay to the Holders whose Securities are
selected for redemption any such amount paid to it for purchase and conversion
in the same manner as it would moneys deposited with it by the Company for the
redemption of Securities. Without the Trustee's prior written consent, no
arrangement between the Company and such purchasers for the purchase and
conversion of any Securities shall increase or otherwise affect any of the
powers, duties, responsibilities or obligations of the Trustee as set forth in
this Indenture, and the Company agrees to indemnify the Trustee from, and hold
it harmless against, any loss, liability or expense arising out of or in
connection with any such arrangement for the purchase and conversion of any
Securities between the Company and such purchasers, including the costs and
expenses incurred by the Trustee in the defense of any claim or liability
arising out of or in connection with the exercise or performance of any of its
powers, duties, responsibilities or obligations under this Indenture.

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

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

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

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

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

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

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

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

                                       19

<PAGE>

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

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

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

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

                  (c) Notice of Election. The Company's notice shall be sent to
the Holders (and to beneficial owners as required by applicable law) in the
manner provided in Section 12.02 at the time specified in Section 3.08(b) hereof
(the "Company Notice").

                  Each Company Notice shall include a form of Purchase Notice to
be completed by a Securityholder and shall state:

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

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

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

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

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




                                       20

<PAGE>

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

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

                           (viii)   the procedures for withdrawing a Purchase
         Notice;

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

                           (x)      the CUSIP number of the Securities.

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

                  (d) Procedure upon Purchase. The Company shall deposit cash at
the time and in the manner as provided in Section 3.11 hereof, sufficient to pay
the aggregate Purchase Price of, and any accrued and unpaid contingent interest
with respect to, all Securities to be purchased pursuant to this Section 3.08.

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

                  (a) If on or prior to the date specified in paragraph 7 of the
Securities, there shall have occurred a Change in Control, Securities shall be
purchased by the Company, at the option of the Holder thereof, at a purchase
price specified in paragraph 7 of the Securities (the "Change in Control
Purchase Price"), as of the date that is no later than 35 Business Days after
the occurrence of the Change in Control but in no event prior to the date on
which such Change in Control occurs (the "Change in Control Purchase Date"),
subject to satisfaction by or on behalf of the Holder of the requirements set
forth in Section 3.09(c) hereof.

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

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


                                       21

<PAGE>


                  securities if such beneficial ownership (1) arises solely as a
                  result of a revocable proxy delivered in response to a proxy
                  or consent solicitation made pursuant to the applicable rules
                  and regulations under the Exchange Act, and (2) is not also
                  then reportable on Schedule 13D (or any successor schedule)
                  under the Exchange Act; or

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

                  For purposes of defining a change in control:

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

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

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

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

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

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

                  (3)      the Change in Control Purchase Date;

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



                                       22

<PAGE>

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

                  (6)      the Conversion Rate and any adjustments thereto;

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

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

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

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

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

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

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

                  (14)     the CUSIP number of the Securities.

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

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

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

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

                  The delivery of such Security to the Paying Agent prior to, on
or after the Change in Control Purchase Date (together with all necessary
endorsements) at the offices of the Paying


                                       23

<PAGE>


Agent shall be a condition to the receipt by the Holder of the Change in Control
Purchase Price therefor; provided, however, that such Change in Control Purchase
Price shall be so paid pursuant to this Section 3.09 only if the Security so
delivered to the Paying Agent shall conform in all respects to the description
thereof set forth in the related Change in Control Purchase Notice.

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

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

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

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

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

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

                  Upon receipt by the Paying Agent of the Purchase Notice or
Change in Control Purchase Notice specified in Section 3.08(a) or Section
3.09(c) hereof, as applicable, the Holder of the Security in respect of which
such Purchase Notice or Change in Control Purchase Notice, as the case may be,
was given shall (unless such Purchase Notice or Change in Control Purchase
Notice is withdrawn as specified in the following two paragraphs) thereafter be
entitled to receive solely the Purchase Price or Change in Control Purchase
Price, as the case may be, and any accrued and unpaid contingent interest, with
respect to such Security. Such Purchase Price or Change in Control Purchase
Price and contingent interest, if any, shall be paid to such Holder, subject to
receipt of funds by the Paying Agent, promptly following the later of (x) the
Purchase Date or the Change in Control Purchase Date, as the case may be, with
respect to such Security (provided the conditions in Section 3.08(a) or Section
3.09(c) hereof, as applicable, have been satisfied) and (y) the time of delivery
of such Security to the Paying Agent by the Holder thereof in the manner
required by Section 3.08(a) or Section 3.09(c) hereof, as applicable. Securities
in


                                       24

<PAGE>





respect of which a Purchase Notice or Change in Control Purchase Notice, as the
case may be, has been given by the Holder thereof may not be converted pursuant
to Article 10 hereof on or after the date of the delivery of such Purchase
Notice or Change in Control Purchase Notice, as the case may be, unless such
Purchase Notice or Change in Control Purchase Notice, as the case may be, has
first been validly withdrawn as specified in the following two paragraphs.

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

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

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

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

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

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


                   Prior to 10:00 a.m. (local time in The City of New York) on
the Business Day following the Purchase Date or the Change in Control Purchase
Date, as the case may be, the Company shall deposit with the Trustee or with the
Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of
them is acting as the Paying Agent, shall segregate and



                                       25

<PAGE>





hold in trust as provided in Section 2.04 hereof) an amount of money (in
immediately available funds if deposited on such Business Day) sufficient to pay
the aggregate Purchase Price or Change in Control Purchase Price, as the case
may be, of, and any accrued and unpaid contingent interest with respect to, all
the Securities or portions thereof which are to be purchased as of the Purchase
Date or Change in Control Purchase Date, as the case may be.

                  SECTION 3.12.     Securities Purchased in Part.

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

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

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

                  SECTION 3.14.     Repayment to the Company.

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


                                       26

<PAGE>





                                    ARTICLE 4

                                    COVENANTS

                  SECTION 4.01.     Payment of Securities.

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

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

                  SECTION 4.02.     SEC and Other Reports.

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



                                       27

<PAGE>





                  SECTION 4.03.     Compliance Certificate.

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

                  SECTION 4.04.     Further Instruments and Acts.

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

                  SECTION 4.05.     Maintenance of Office or Agency.

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

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

                  SECTION 4.06.     Calculation of Tax Original Issue Discount.

                  The Company agrees, and each Holder and any beneficial owner
of a Security by its purchase thereof shall be deemed to agree, to treat, for
United States federal income tax purposes, the Securities as debt instruments
that are subject to Treasury Regulation Section 1.1275-4(b). For United States
federal income tax purposes, the Company agrees, and each Holder and any
beneficial owner of a Security by its purchase thereof shall be deemed to agree,
to treat the cash and the fair market value of any Common Stock received upon
the conversion of a Security, as a contingent payment for purposes of Treasury
Regulation Section 1.1275-4(b) and to accrue interest with respect to
outstanding Securities as Original Issue Discount for United States federal
income tax purposes according to the "noncontingent bond method," set forth in
Section 1.1275-4(b) of the Treasury Regulations, using the comparable



                                       28

<PAGE>





yield set forth in Exhibit B attached hereto, compounded semiannually, and the
projected payment schedule in Exhibit B attached hereto.

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

                  In addition, the Company agrees, and each Holder and any
beneficial owner of a Security by its participation in the exchange offer of
Liquid Yield Option TM Notes due 2033 for Securities shall be deemed to agree to
treat the exchange offer and the payment of the exchange fee as not constituting
an exchange for which gain or loss might be recognized in whole or in part for
United States federal income tax purposes.

                                   ARTICLE 5

                              SUCCESSOR CORPORATION

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

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

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

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

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




                                       29

<PAGE>


                  SECTION 5.02.     Successor Corporation Substituted.

                  Upon any consolidation with or merger with or into any other
person, or any conveyance, transfer or lease of all or substantially all of the
properties and assets of the Company in accordance with Section 5.01 hereof, the
successor person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor had been named as
the Company herein, and thereafter, except in the case of a lease, the Company
(which term for this purpose shall mean the person named as the "Company" in the
first paragraph of this instrument or any successor person which shall
theretofore have become such in the manner presented in this Article 5) shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

                  SECTION 6.01.     Events of Default.

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

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

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

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

                  (4) a default under any (i) indebtedness for any money
         borrowed by the Company or the Operating Company, (ii) mortgage,
         indenture or other instrument under which there may be issued or by
         which there may be secured or evidenced any indebtedness for money
         borrowed by the Company or the Operating Company or (iii) guarantee by
         the Company or the Operating Company of payment for money borrowed,


                                       30


<PAGE>





         which default shall consist of a payment default at the stated maturity
         thereof, after giving effect to any applicable grace period, or shall
         have resulted in such indebtedness becoming or being declared due and
         payable prior to the date on which it would otherwise have become due
         and payable, without such indebtedness or accelerated indebtedness
         having been discharged, or such acceleration having been cured, waived,
         rescinded or annulled, within a period of 30 days after there shall
         have been given, by registered or certified mail, to the Company by the
         Trustee, or to the Company and the Trustee by the Holders of at least
         25% in aggregate Principal Amount at Maturity of the outstanding
         Securities, a written notice specifying such default and requiring the
         Company or the Operating Company, as the case may be, to cause such
         indebtedness or accelerated indebtedness to be discharged or cause such
         acceleration to be cured, waived, rescinded or annulled, as the case
         may be, and stating that such notice is a "Notice of Default"
         hereunder; provided, that a default shall exist under this subsection
         only if the aggregate principal amount outstanding under all such
         indebtedness that is so in default or has become due prior to the date
         on which it would otherwise become due and payable exceeds $25,000,000;

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

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

                           (A)      commences a voluntary case or proceeding;

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

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

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

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

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

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

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

                                       31

<PAGE>





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

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

                  and the order or decree remains unstayed and in effect for 60
days.

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

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

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

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

                  SECTION 6.02.     Acceleration.

                  If an Event of Default (other than an Event of Default
specified in Section 6.01(5), (6) or (7) hereof in respect of the Company or the
Operating Company) occurs and is continuing, the Trustee by Notice to the
Company, or the Holders of at least 25% in aggregate Principal Amount at
Maturity of the Securities at the time outstanding by notice to the Company and
the Trustee, may declare the Initial Accreted Principal Amount plus accrued
Issue Discount through the date of declaration, and any accrued and unpaid
contingent interest through the date of such declaration, on all the Securities
to be immediately due and payable. Upon such a declaration, such Initial
Accreted Principal Amount plus accrued Issue Discount, and such accrued and
unpaid contingent interest, if any, shall be due and payable immediately. If an
Event of Default specified in Section 6.01(5), (6) or (7) hereof in respect of
the Company or the Operating Company occurs and is continuing, the Initial
Accreted Principal Amount plus accrued Issue Discount plus any accrued and
unpaid contingent interest, on all the Securities shall become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Securityholders. The Holders of a majority in aggregate
Principal Amount at Maturity of the Securities at the time outstanding, by
notice to the Trustee (and without notice to any other Securityholder) may
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default have
been cured or waived except nonpayment of the Initial Accreted Principal Amount


                                       32


<PAGE>





plus accrued Issue Discount plus accrued and unpaid contingent interest that
have become due solely as a result of acceleration and if all amounts due to the
Trustee under Section 7.07 hereof have been paid. No such rescission shall
affect any subsequent Default or impair any right consequent thereto.

                  SECTION 6.03.     Other Remedies.

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

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

                  SECTION 6.04.     Waiver of Past Defaults.

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

                  SECTION 6.05.     Control by Majority.

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

                  SECTION 6.06.     Limitation on Suits.

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


                                       33

<PAGE>





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

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

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

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

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

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

                  SECTION 6.07.     Rights of Holders to Receive Payment.

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

                  SECTION 6.08.     Collection Suit by Trustee.

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

                  SECTION 6.09.     Trustee May File Proofs of Claim.

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

                                       34


<PAGE>





payment of any such amount) shall be entitled and empowered, by intervention in
such proceeding or otherwise,

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

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

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

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

                  SECTION 6.10.     Priorities.

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

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

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

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

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

                                       35

<PAGE>



                  SECTION 6.11.     Undertaking for Costs.

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

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

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

                                    ARTICLE 7

                                     TRUSTEE

                  SECTION 7.01.     Duties of Trustee.

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

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

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

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


                                       36

<PAGE>





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

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

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

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

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

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

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

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

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

                  SECTION 7.02.     Rights of Trustee.

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

                  (a) the Trustee may conclusively rely and shall be protected
in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness



                                       37


<PAGE>





or other paper or document believed by it to be genuine and to have been signed
or presented by the proper party or parties;

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

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

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

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

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

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

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

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


                                       38

<PAGE>





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

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

                  SECTION 7.03.     Individual Rights of Trustee.

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

                  SECTION 7.04.     Trustee's Disclaimer.

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

                  SECTION 7.05.     Notice of Defaults.

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

                  SECTION 7.06.     Reports by Trustee to Holders.

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


                                       39


<PAGE>





                  (1)      any change to its eligibility under Section 7.10
                  hereof;

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

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

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

                  SECTION 7.07.     Compensation and Indemnity.

                  The Company agrees:

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

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

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

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

                                       40



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

                  SECTION 7.08.     Replacement of Trustee.

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

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

                  (2)      the Trustee is adjudged bankrupt or insolvent;

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

                  (4)      the Trustee otherwise becomes incapable of acting.

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

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

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

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

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



                                       41
<PAGE>





                  SECTION 7.09.     Successor Trustee by Merger.

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

                  SECTION 7.10.     Eligibility; Disqualification.

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

                                    ARTICLE 8

                             DISCHARGE OF INDENTURE

                  SECTION 8.01.     Discharge of Liability on Securities.

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

                  SECTION 8.02.     Repayment to the Company.

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


                                       42


<PAGE>





                                    ARTICLE 9

                                   AMENDMENTS

                  SECTION 9.01.     Without Consent of Holders.

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

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

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

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

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

                           (5) to make any changes necessary or appropriate for
         the issuance of Securities in definitive, fully registered form
         pursuant to Section 2.12(b) hereof; or

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

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

                  SECTION 9.02.     With Consent of Holders.

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

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


                                       43

<PAGE>





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

                  (3) reduce the Principal Amount at Maturity, Initial Accreted
                  Principal Amount or the accrued Issue Discount or change the
                  Stated Maturity of any Security;

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

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

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

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

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

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

                  It shall not be necessary for the consent of the Holders under
this Section 9.02 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent approves the substance thereof.

                  After an amendment under this Section 9.02 becomes effective,
the Company shall mail to each Holder a notice briefly describing the amendment.
Failure to mail such notice or a defect in the notice shall not affect the
validity of the amendment.

                  SECTION 9.03.     Compliance with Trust Indenture Act.

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

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

                  Until an amendment, waiver or other action by Holders becomes
effective, a consent thereto by a Holder of a Security hereunder is a continuing
consent by the Holder and every subsequent Holder of that Security or portion of
the Security that evidences the same




                                       44
<PAGE>





obligation as the consenting Holder's Security, even if notation of the consent,
waiver or action is not made on the Security. However, any such Holder or
subsequent Holder may revoke the consent, waiver or action as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment, waiver or action becomes effective.
After an amendment, waiver or action becomes effective, it shall bind every
Securityholder.

                  SECTION 9.05.     Notation on or Exchange of Securities.

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

                  SECTION 9.06.     Trustee to Sign Supplemental Indentures.

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

                  SECTION 9.07.     Effect of Supplemental Indentures.

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

                                   ARTICLE 10

                                   CONVERSION

                  SECTION 10.01.    Conversion Privilege.

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




                                       45
<PAGE>





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

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

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

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

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

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

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

                  SECTION 10.02.    Conversion Procedure.

                  To convert a Security a Holder must satisfy the requirements
in paragraph 9 of the Securities. The date on which the Holder satisfies all
those requirements is the conversion date



                                       46
<PAGE>





(the "Conversion Date"). The Conversion Agent shall notify the Company of the
Conversion Date within one Business Day of the Conversion Date. As soon as
practicable following the fifth Trading Day immediately following the Conversion
Date, the Company shall deliver to the Holder, through the Conversion Agent,
cash and a certificate for the number of full shares of Common Stock deliverable
upon the conversion and cash in lieu of any fractional shares determined
pursuant to Section 10.03 hereof.

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

                  No payment or adjustment will be made for dividends on, or
other distributions with respect to, any Common Stock except as provided in this
Article 10. On conversion of a Security, accrued Original Issue Discount
attributable from the period from July 7, 2003 through but not including the
Conversion Date and (except as provided below) accrued contingent interest, if
any, with respect to the converted Security shall not be paid in cash to Holders
of such Security, nor shall it be cancelled, extinguished or forfeited, but
rather shall be deemed to be paid in full to the Holder thereof through delivery
of the cash payment and the Common Stock, if any, in exchange for the Security
being converted pursuant to the provisions hereof; and such cash payment and the
fair market value of such shares of Common Stock, shall be treated as delivered,
to the extent thereof, first in exchange for an Original Issue Discount accrued
through the Conversion Date and accrued contingent interest, if any, and the
balance, if any, of such cash and the fair market value of such Common Stock, if
any, shall be treated as delivered in exchange for the Issue Price of the
Security being converted pursuant to the provisions hereof.

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

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

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



                                       47
<PAGE>





                  SECTION 10.03.    Fractional Shares.

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

                  SECTION 10.04.    Taxes on Conversion.

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

                  SECTION 10.05.    Company to Provide Stock.

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

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

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

                  SECTION 10.06.    Adjustment for Change In Capital Stock.

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

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

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

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




                                       48
<PAGE>





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

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

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

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

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

                  SECTION 10.07.    Adjustment for Rights Issue.

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

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

         where:

         R' =     the adjusted Conversion Rate.

         R =      the current Conversion Rate.

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

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

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


                                       49
<PAGE>





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

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

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

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

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

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

                  SECTION 10.08.    Adjustment for Other Distributions.

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

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

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



                                       50





<PAGE>

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

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

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

         R' =     the adjusted Conversion Rate.

         R  =     the current Conversion Rate.

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

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

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

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

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

                                       51

<PAGE>

Stock shall mean the cash dividends or distributions on the Common Stock with
Ex-Dividend Times occurring in the Ex-Dividend Measurement Period.

                  (i) If, upon the date prior to the Ex-Dividend Time with
                  respect to a cash dividend or distribution on the Common
                  Stock, the aggregate amount of such cash dividend or
                  distribution together with the amounts of all Relevant Cash
                  Dividends equals or exceeds on a per share basis the sum of
                  (a) 5% of the Sale Price of the Common Stock on the last
                  Trading Day preceding the date of declaration by the Board of
                  Directors of the cash dividend or distribution with respect to
                  which this provision is being applied, and (b) the quotient of
                  the amount of any contingent interest paid on a Security
                  during the Ex-Dividend Measurement Period and divided by the
                  Conversion Rate in effect on the payment date of such relevant
                  contingent interest payment date, then such cash dividend or
                  distribution together with all Relevant Cash Dividends, shall
                  be deemed to be an Extraordinary Cash Dividend and for
                  purposes of applying the formula set forth above in this
                  Section 10.08(a), the value of "F" shall be equal to (y) the
                  aggregate amount of such cash dividend or distribution
                  together with the amount of all Relevant Cash Dividends, minus
                  (z) the aggregate amount of all Relevant Cash Dividends for
                  which a prior adjustment in the Conversion Rate was previously
                  made under this Section 10.08(a).

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

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

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

         where:

         R' =     the adjusted Conversion Rate.

         R  =     the current Conversion Rate.

         M  =     the average of the Post-Distribution Prices of the Common
                  Stock for the 10 Trading Days commencing on and including the
                  fifth Trading Day after the date on which "ex-dividend
                  trading" commences for such dividend or distribution on the
                  principal United States exchange or market which such
                  securities are then listed or quoted (the "Ex-Dividend Date").

         F  =     the fair market value of the securities distributed in
                  respect of each share of Common Stock in the distribution to
                  which this Section 10.08(b) applies, which shall be determined
                  by multiplying the number of securities distributed in respect
                  of each share of Common Stock by the average of the
                  Post-Distribution Prices of


                                       52

<PAGE>


                  those securities distributed for the 10 Trading Days
                  commencing on and including the fifth Trading Day after the
                  Ex-Dividend Date.

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

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

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

                  SECTION 10.09.    When Adjustment May Be Deferred.

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

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

                  SECTION 10.10.    When No Adjustment Required.

No adjustment need be made for a transaction referred to in Section 10.06,
10.07, 10.08 or 10.14 hereof if Securityholders are to participate in the
transaction on a basis and with


                                       53

<PAGE>

notice that the Board of Directors determines to be fair and appropriate in
light of the basis and notice on which holders of Common Stock participate in
the transaction. Such participation by Securityholders may include participation
upon conversion provided that an adjustment shall be made at such time as the
Securityholders are no longer entitled to participate.

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

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

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

                  SECTION 10.11.    Notice of Adjustment.

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

                  SECTION 10.12.    Voluntary Increase.

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

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

                  SECTION 10.13.    Notice of Certain Transactions.

                  If:

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

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

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


                                       54


<PAGE>


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

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

                  SECTION 10.14.    Reorganization of Company; Special
Distributions.

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

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

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


                                       55


<PAGE>


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

                  SECTION 10.15.    Company Determination Final.

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

                  SECTION 10.16.    Trustee's Adjustment Disclaimer.

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

                  SECTION 10.17.    Simultaneous Adjustments.

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

                  SECTION 10.18.    Successive Adjustments.

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

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

Each share of Common Stock issued upon conversion of Securities pursuant to this
Article 10 shall be entitled to receive the appropriate number of rights
("Rights"), if any, and the certificates representing the Common Stock issued
upon such conversion shall bear such



                                       56

<PAGE>

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

                                   ARTICLE 11

                               PAYMENT OF INTEREST

                  SECTION 11.01.    Interest Payments.

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

                  SECTION 11.02.    Defaulted Interest.

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

                  (1) The Company may elect to make payment of any Defaulted
                  Interest to the persons in whose names the Securities are
                  registered at the close of business on a Special Record Date
                  for the payment of such Defaulted Interest, which shall be
                  fixed in the following manner. The Company shall notify the
                  Trustee in writing




                                       57

<PAGE>


                  of the amount of Defaulted Interest proposed to be paid on
                  each Security and the date of the proposed payment (which
                  shall not be less than 20 days after such notice is received
                  by the Trustee), and at the same time the Company shall
                  deposit with the Trustee an amount of money equal to the
                  aggregate amount proposed to be paid in respect of such
                  Defaulted Interest or shall make arrangements satisfactory to
                  the Trustee for such deposit on or prior to the date of the
                  proposed payment, such money when deposited to be held in
                  trust for the benefit of the persons entitled to such
                  Defaulted Interest as in this clause provided. Thereupon the
                  Trustee shall fix a special record date for the payment of
                  such Defaulted Interest which shall be not more than 15 days
                  and not less than 10 days prior to the date of the proposed
                  payment and not less than 10 days after the receipt by the
                  Trustee of the notice of the proposed payment (the "Special
                  Record Date"). The Trustee shall promptly notify the Company
                  of such Special Record Date and, in the name and at the
                  expense of the Company, shall cause notice of the proposed
                  payment of such Defaulted Interest and the Special Record Date
                  therefor to be mailed, first-class postage prepaid, to each
                  Holder of Securities at his address as it appears on the list
                  of Securityholders maintained pursuant to Section 2.05 not
                  less than 10 days prior to such Special Record Date. Notice of
                  the proposed payment of such Defaulted Interest and the
                  Special Record Date therefor having been mailed as aforesaid,
                  such Defaulted Interest shall be paid to the persons in whose
                  names the Securities are registered at the close of business
                  on such Special Record Date and shall no longer be payable
                  pursuant to the following clause (2).

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

                  SECTION 11.03.    Interest Rights Preserved.

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

                                   ARTICLE 12

                                  MISCELLANEOUS

                  SECTION 12.01.    Trust Indenture Act Controls.

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





                                       58

<PAGE>

                  SECTION 12.02.    Notices; Address of Agency.

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

                  if to the Company:

                         Anixter International Inc.
                         2301 Patriot Boulevard
                         Glenview, Illinois 60026
                         Attention: General Counsel
                         Telephone No.: (224) 521-8000
                         Facsimile No.: (224) 521-8604

                  if to the Trustee:

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

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

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

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

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

                  SECTION 12.03.    Communication by Holders with Other Holders.

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




                                       59

<PAGE>
                  SECTION 12.04.    Certificate and Opinion as to Conditions
Precedent.

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

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

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

                  SECTION 12.05.    Statements Required in Certificate or
Opinion.

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

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

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

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

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

                  SECTION 12.06.    Separability Clause.

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

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

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



                                       60


<PAGE>

                  SECTION 12.08.    Calculations.

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

                  SECTION 12.09.    Legal Holidays.

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

                  SECTION 12.10.    Governing Law.

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

                  SECTION 12.11.    No Recourse Against Others.

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

                  SECTION 12.12.    Successors.

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

                  SECTION 12.13.    Multiple Originals.

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



                                       61


<PAGE>

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


                                    ANIXTER INTERNATIONAL INC.



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



                                    THE BANK OF NEW YORK, as Trustee



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







                                       62
<PAGE>

                                    EXHIBIT A

                        [FORM OF FACE OF GLOBAL SECURITY]

                  FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH AN
INDETERMINATE AMOUNT OF ORIGINAL ISSUE DISCOUNT AND THE ISSUE DATE OF THIS
SECURITY IS JULY 7, 2003. IN ADDITION, THIS SECURITY IS SUBJECT TO UNITED STATES
FEDERAL INCOME TAX REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS.
FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE
ISSUE PRICE OF EACH SECURITY IS $380.16 PER $1,000 OF PRINCIPAL AMOUNT AND THE
COMPARABLE YIELD IS 7.3%, COMPOUNDED SEMI-ANNUALLY FROM JULY 7, 2003 (WHICH WILL
BE TREATED AS THE YIELD FOR UNITED STATES FEDERAL INCOME TAX PURPOSES). THE
YIELD FOR ACCRUING ISSUE DISCOUNT FOR NON-TAX PURPOSES IS 3.25% PER YEAR
(COMPUTED ON A SEMI-ANNUAL BOND EQUIVALENT BASIS) CALCULATED FROM DECEMBER _,
2004, EXCLUDING ANY CONTINGENT INTEREST.

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

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
HEREON IS MADE TO


                                      A-1
<PAGE>

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

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




                                      A-2
<PAGE>


                           ANIXTER INTERNATIONAL INC.
                            Convertible Note due 2033
                              (Zero Coupon-Senior)

No. R-                                           CUSIP:
Issue Date: December __, 2004                    Issue Discount: $_________
Initial Accreted Principal Amount:  $________
(for each $1,000 Principal Amount at Maturity)

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

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

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

Dated:   December ___, 2004                ANIXTER INTERNATIONAL INC.



                                           By: _________________________________
                                               Name:
                                               Title:

TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

Dated: December __, 2004

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

By:_____________________________
      Authorized Signatory



                                      A-3
<PAGE>

                   [FORM OF REVERSE SIDE OF CONVERTIBLE NOTE]
                            Convertible Note due 2033
                              (Zero Coupon-Senior)

1. Interest.

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

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

2. Method of Payment.

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

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

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

4. Indenture.

         The Company issued the Securities under an Indenture dated as of
December __, 2004 (the "Indenture"), between the Company and the Trustee. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust



                                      A-4
<PAGE>

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

         The Securities are general unsecured and unsubordinated obligations of
the Company limited to $378,135,000 aggregate Principal Amount at Maturity
(subject to Section 2.07 of the Indenture). The Indenture does not limit other
indebtedness of the Company, secured or unsecured.

5. Contingent Interest.

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

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

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

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

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



                                      A-5
<PAGE>

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

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

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

6. Redemption at the Option of the Company.

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

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


                                      A-6
<PAGE>

<TABLE>
<CAPTION>
                                                                      REDEMPTION
                  REDEMPTION DATE                                       PRICE
                                                                      ----------
<S>                                                                  <C>
                  July 7:
                  2011....................................              $492.01
                  2012....................................              $508.13
                  2013....................................              $524.78
                  2014....................................              $541.97
                  2015....................................              $559.73
                  2016....................................              $578.07
                  2017....................................              $597.01
                  2018....................................              $616.57
                  2019....................................              $636.77
                  2020....................................              $657.64
                  2021....................................              $679.18
                  2022....................................              $701.44
                  2023....................................              $724.42
                  2024....................................              $748.15
                  2025....................................              $772.66
                  2026....................................              $797.98
                  2027....................................              $824.13
                  2028....................................              $851.13
                  2029....................................              $879.01
                  2030....................................              $907.81
                  2031....................................              $937.56
                  2032....................................              $968.28
                  At Stated Maturity......................            $1,000.00
</TABLE>

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

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

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


<TABLE>
<S>                                                          <C>
                          July 7, 2007                        $432.48

                          July 7, 2009                        $461.29
</TABLE>


                                      A-7
<PAGE>

<TABLE>
<S>                                                        <C>
                          July 7, 2011                        $492.01

                          July 7, 2013                        $524.78

                          July 7, 2018                        $616.57

                          July 7, 2023                        $724.42

                          July 7, 2028                        $851.13
</TABLE>

         The Purchase Price (equal to the Accreted Initial Principal Amount plus
accrued Issue Discount to the Purchase Date) shall be paid in cash.

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

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

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

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

8. Notice of Redemption.

         Notice of redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each Holder of Securities to be redeemed
at the Holder's registered address. If money sufficient to pay the Redemption
Price of, and accrued and unpaid contingent interest,



                                      A-8
<PAGE>

if any, with respect to, all Securities (or portions thereof) to be redeemed on
the Redemption Date is deposited with the Paying Agent prior to or on the
Redemption Date, on such Redemption Date, Issue Discount and contingent
interest, if any, shall cease to accrue on such Securities or portions thereof.
Securities in denominations larger than $1,000 of Principal Amount at Maturity
may be redeemed in part but only in integral multiples of $1,000 of Principal
Amount at Maturity.

9. Conversion.

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

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

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

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

         o    the Accreted Initial Principal Amount of a Security and accrued
              Issue Discount to that day, divided by

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

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

                                      A-9
<PAGE>
Poor's, B+, in the case of Moody's, B3, or in the case of Fitch, B+ (or their
respective equivalents under any successor ratings categories of Standard &
Poor's, Moody's or Fitch), or the equivalent in respect of ratings categories of
any Rating Agencies successor to Standard & Poor's, Moody's or Fitch, as the
case may be.

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

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

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

         A Security in respect of which a Holder has delivered a Purchase Notice
or Change in Control Purchase Notice exercising the option of such Holder to
require the Company to purchase such Security may be converted only if such
notice of exercise is withdrawn in accordance with the terms of the Indenture.

         The Conversion Rate is 13.5584 shares of Common Stock per $1,000
Principal Amount at Maturity, subject to adjustment in certain events described
in the Indenture. Except as otherwise described in this paragraph 9, upon
conversion, the Company will deliver:

            o    cash (the "Cash Amount") in an amount equal to the lesser of
                 (a) the Initial Accreted Principal Amount and Issue Discount
                 accrued thereon and (b) the



                                      A-10
<PAGE>

                 product of the Conversion Rate multiplied by the average
                 Sale Price of the Common Stock for the five consecutive Trading
                 Days immediately following the Conversion Date (the "Settlement
                 Stock Price"), and

            o    a number of shares equal to (x) the Conversion Rate multiplied
                 by the Settlement Stock Price, minus (y) the Cash Amount, all
                 divided by (z) the Settlement Stock Price. The Company will
                 deliver cash in lieu of any fractional share of Common Stock.

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

         A Holder may convert a portion of a Security if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment
or adjustment will be made for dividends on the Common Stock except as provided
in the Indenture. On conversion of a Security, accrued Original Issue Discount
attributable to the period from July 7, 2003 through but not including the
Conversion Date and (except as provided above) accrued contingent interest, if
any, with respect to the converted Security shall not be paid in cash to Holders
of such Security, nor shall it be cancelled, extinguished or forfeited, but
rather shall be deemed to be paid in full to the Holder thereof through delivery
of the cash payment and Common Stock, if any, in exchange for the Security being
converted pursuant to the terms hereof; and the cash and the fair market value
of such shares of Common Stock, if any, shall be treated as delivered, to the
extent thereof, first in exchange for Original Issue Discount accrued through
the Conversion Date and accrued contingent interest, if any, and the balance, if
any, of such cash and the fair market value of such Common Stock, if any, shall
be treated as delivered in exchange for the Issue Price of the Security being
converted pursuant to the provisions hereof.

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

         The Conversion Rate will be adjusted for dividends or distributions on
Common Stock payable in Common Stock or other Capital Stock; subdivisions,
combinations or certain reclassifications of Common Stock; distributions to all
holders of Common Stock of certain rights to purchase Common Stock for a period
expiring within 60 days of the record date for such distribution at less than
the Sale Price of the Common Stock at the Time of Determination; distributions
to such holders of assets (including shares of Capital Stock of, or similar
equity



                                      A-11
<PAGE>

interests in, a Subsidiary or other business unit of the Company) or debt
securities of the Company or certain rights to purchase securities of the
Company (excluding any dividend, distribution or rights referred to above and
any dividend or distribution paid exclusively in cash); and certain dividends or
distributions consisting exclusively of cash to such holders, in each case as
described in the Indenture. However, no adjustment need be made if
Securityholders may participate in the transaction or in certain other cases.
The Company from time to time may voluntarily increase the Conversion Rate.

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

10. Conversion Arrangement on Call for Redemption.

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

11. Defaulted Interest.

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

12. Denominations; Transfer; Exchange.

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



                                      A-12
<PAGE>

13. Persons Deemed Owners.

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

14. Unclaimed Money or Securities.

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

15. Amendment; Waiver.

         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding and (ii) certain Defaults may be waived with
the written consent of the Holders of a majority in aggregate Principal Amount
at Maturity of the Securities at the time outstanding. Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company and the Trustee may amend the Indenture or the
Securities to comply with Article 5 or Section 10.14 of the Indenture, to secure
the Company's obligations under this Security or to add to the Company's
covenants for the benefit of the Securityholders or to surrender any right or
power conferred, to comply with any requirement of the SEC in connection with
the qualification of the Indenture under the Trust Indenture Act of 1939 and any
amendment thereof, or as necessary in connection with the registration of the
Securities under the Securities Act, or to cure any ambiguity, omission, defect
or inconsistency, to correct or supplement any provision, or to make any other
provision with respect to matters or questions arising under the Indenture or
the Securities, so long as the interests of the Holders of Securities are not
adversely affected in any material respect.

16. Defaults and Remedies.

         Under the Indenture, Events of Default include (i) default in the
payment of contingent interest when the same becomes due and payable, which
default continues for 30 days; (ii) default in payment of the Principal Amount
at Maturity, Initial Accreted Principal Amount plus accrued Issue Discount,
Redemption Price, Purchase Price or Change in Control Purchase Price, as the
case may be, in respect of the Securities when the same becomes due and payable;
(iii) failure by the Company to comply with other agreements in the Indenture or
the Securities, subject to notice and lapse of time; (iv) default under any (a)
indebtedness for any money borrowed by the Company or the Operating Company, (b)
mortgage, indenture or other instrument under which there may be issued or by
which there may be secured or evidenced any indebtedness for money borrowed by
the Company or the Operating Company or (c) guarantee by the Company or the
Operating Company of payment for money borrowed, which default consists of a
payment default at the stated maturity thereof or results in acceleration of
such



                                      A-13
<PAGE>

indebtedness, in an aggregate principal amount outstanding under all such
indebtedness in excess of $25,000,000, subject to notice and lapse of time; (v)
final unsatisfied judgments not covered by insurance aggregating in excess of
$25,000,000 million rendered against the Company or the Operating Company and
not stayed, bonded or discharged within 60 days; and (vi) certain events of
bankruptcy or insolvency. If an Event of Default occurs and is continuing, the
Trustee, or the Holders of at least 25% in aggregate Principal Amount at
Maturity of the Securities at the time outstanding, may declare the Initial
Accreted Principal Amount plus the Issue Discount through the date of such
declaration, and any accrued and unpaid interest (including contingent interest)
if any, through the date of such declaration, on all the Securities to be due
and payable immediately. Certain events of bankruptcy or insolvency are Events
of Default which will result in the Initial Accreted Principal Amount plus the
Issue Discount on the Securities, and any accrued and unpaid interest (including
contingent interest) if any, through the occurrence of such event, becoming due
and payable immediately upon the occurrence of such Events of Default.

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

17. Trustee Dealings with the Company.

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

18. No Recourse Against Others.

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

19. Authentication.

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

20. Abbreviations.

         Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint



                                      A-14
<PAGE>

tenants with right of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

21. Original Issue Discount Information Reporting Requirements.

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

22. GOVERNING LAW.

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

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

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

                  Anixter International Inc.
                  2301 Patriot Boulevard
                  Glenview, IL 60026
                  Telephone No.:  (224) 521-8000
                  Facsimile No.:  (224) 521-8604
                  Attention:  General Counsel





                                      A-15
<PAGE>


                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

________________________________________________________________________________

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

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint

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

                                CONVERSION NOTICE

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

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

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

________________________________________________________________________________

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

________________________________________________________________________________

________________________________________________________________________________

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

Date:___________________________________________________________________________

Your Signature: _______________________________________________________________*

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

-----------
* Your signature must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Trustee, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Trustee in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                      A-16
<PAGE>

                                    EXHIBIT B

                           Projected Payment Schedule*

Comparable Yield = 7.3%, compounded semiannually

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



                                      B-1
<PAGE>

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


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

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